EX-10.4






FEE AGREEMENT

GPH LIQUIDATING TRUST




This Fee Agreement (this “Agreement”) is made as of May 17, 2006 (the “Closing Date”), by and
between Caryl P. Shepherd, a Georgia resident (“Shepherd”), and GPH Liquidating Trust, a Delaware
statutory trust (the “Trust”).



W I T N E S S E T H




 WHEREAS, pursuant to a Trust Agreement, dated as of May 17, 2006 (the “Trust Agreement”),
between Wilmington Trust, Global Preferred Holdings, Inc. and the named Administrator and named
additional Trustees, Shepherd will act as Administrator (“Administrator”) of the Trust;



WHEREAS, pursuant to Section 6.4 of the Trust Agreement, Shepherd is entitled to compensation
for her services as Administrator;



WHEREAS, Shepherd and the Trust desire to set forth with greater particularity the specific
agreement as to the compensation owing to Shepherd pursuant to the Trust Agreement;



NOW, THEREFORE, for good and valuable consideration, the parties hereto hereby agree as
follows.




1. The compensation due and owing to Shepherd pursuant to Section 6.4 of the Trust Agreement
shall be (a) a fee of $4,000.00 per month, payable in advance on the first day of each calendar
month during the term of this Agreement, commencing with a payment on June 1, 2006, which shall
also include a pro-rated amount for the period from the date hereof through May 31, 2006, plus (b)
a fee of $20,000.00 payable upon the termination or cancellation of the Trust if Shepherd remains
as Administrator up to such termination or cancellation. In the event that Shepherd’s service as
Administrator is terminated by the Trust, without cause, prior to the termination or cancellation
of the Trust, then the fee in (b) of the preceding sentence shall be pro-rated based on the ratio
between her period of service and twenty-four months. Upon the termination of Shepherd’s service
as Administrator, for any reason, including without limitation the termination or cancellation of
the Trust, the monthly fee in (a) above shall be pro-rated through her last day of service.




2. This Agreement shall terminate on the earlier of (a) termination of Shepherd’s service as
Administrator of the Trust, or (b) the termination or cancellation of the Trust.




3. Additionally, Shepherd shall be entitled to reimbursement of expenses and indemnification
as provided in Section 6.6 of the Trust Agreement.




4. This Agreement may be executed by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be an original, but all of such counterparts shall
together constitute but one and the same Agreement.




5. No waiver, modification or amendment of this Agreement shall be valid unless executed in
writing by the parties hereto.




6. This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, without regard to conflicts of laws principles.




7. Capitalized terms used herein and not otherwise defined shall have the meanings assigned
such terms in the Trust Agreement.



IN WITNESS WHEREOF, the parties hereto have caused this Fee Agreement to be executed effective
as of the day first above written.




     /s/ Caryl P. Shepherd     




	 	 	Caryl P. Shepherd






GPH LIQUIDATING TRUST



	 	 	 
	By:__/s/ Joseph F. Barone _______

	 

	Name:

Title:

	 	Joseph F. Barone

Managing Trustee