a5913480ex10k.htm


    Exhibit 10
(k)

     

    1/19/90

     

     

    TRUST
AGREEMENT

     

    THIS TRUST
AGREEMENT (hereinafter referred to as “Agreement”) made as of this 17th day of
November 1989, by and between Tasty Baking Company, a Pennsylvania corporation
(hereinafter referred to as “Company”), and Meridian Trust Company (hereinafter
referred to as “Trustee”).

     

    W I T N E S S E T
H:

     

    WHEREAS,
the Company has established a Supplemental Executive Retirement Plan
(hereinafter referred to as “Plan”), attached hereto as Exhibit “A”, which
grants supplemental retirement benefits to certain executives of the Company
(hereinafter referred to as “Employees”) and their spouses under certain
conditions; and

     

    WHEREAS,
the Company wishes to establish a trust (hereinafter called “Trust”) and to
transfer to the Trust, but only upon a Potential Change of Control of the
Company, a certain sum of money which shall be held therein., subject to the
claims of the Company’s creditors in the event of the Company’s insolvency,
until paid to the Employees or their spouses as beneficiaries of the Trust
(hereinafter referred to as “Trust Beneficiaries”) as supplemental retirement
income benefits (hereinafter referred to as “Supplemental Benefits”) in such
amount and manner and at such times as specified in the Plan; and

     

    WHEREAS,
the Trustee is independent of, and is not subject to the direct or indirect
control of, either the Company or the Trust Beneficiaries;

     

    NOW,
THEREFORE, the parties do hereby establish the Trust and agree that the Trust
shall be comprised, held and disposed of as follows:

     

    ARTICLE
I:  TRUST
FUND.

     

    A.   Except as
provided in Article IV, the Trust hereby established shall be
irrevocable.

     

    B.   The Trust
is intended to be a grantor trust, within the meaning of Section 671 of the
Internal Revenue Code of 1986, as amended, and shall be construed
accordingly.

     

    C.   The
principal of the Trust, and any earnings thereon which are not paid to the
Company as provided in Article IV and Article V, shall be held separate and
apart from other funds of the Company and shall be used exclusively for the uses
and purposes herein set forth.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Neither
the Trust Beneficiaries, nor the Plan, shall have any preferred claim on, or any
beneficial ownership interest in, any assets of the Trust prior to the time such
assets are paid to the Trust Beneficiaries as Supplemental Benefits as provided
in Article III of this Agreement.  All rights created under the Plan
and this Agreement in the Trust Beneficiaries shall be mere unsecured
contractual rights against the Company.

     

    ARTICLE
II:  CONTRIBUTIONS BY THE
COMPANY.

     

    A.   Upon a
Potential-Change in Control (as hereinafter defined) of the Company, the Company
shall transfer to the Trustee that sum of money which is sufficient to purchase
from an insurance company (the “Insurance Company”) with a rating of B or better
in Best’s annuities which will provide the benefits in the amounts and at the
times due to all Trust Beneficiaries of the Plan.  For purposes of
determining the purchase price of such annuity policies, the retirement date for
Employees who are Trust Beneficiaries shall be presumed to be the date upon
which the Potential Change in Control occurred.

     

    B.   A
Potential Change in Control occurs when the Company (1) has entered into an
agreement, the consummation of which would result in the occurrence of a Change
in Control of the Company; (2) any person or entity has publicly announced an
intention to take or consider taking actions which if consummated would
constitute a Change in Control of the Company; (3) any person or entity,
excluding persons or entities who on the date hereof have such “beneficial
ownership”, has become the “beneficial owner” (as determined pursuant to
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), directly or
indirectly, of securities of the Company representing 10% or more of the
combined voting power of the Company’s then outstanding securities; or (4) the
Board of Directors of the Company has adopted a resolution to the effect that
such a Potential Change in Control of the Company has occurred.

     

    C.   A Change
in Control is that change in control of the Company which is of a nature which
would be required to be reported to the Securities and Exchange Commission
pursuant to Schedule 14A of Regulation 14A or any successor provision (whether
or not the Company is then subject to such reporting requirements).  A
Change in Control will be deemed to have occurred if any person other than
persons or entities who on the date hereof have such “beneficial ownership”, is
or becomes the “beneficial owner” (as determined pursuant to Sections 13{d) and
14(d) of the Securities Exchange Act of 1934) of 25% or more of the combined
voting power of the outstanding securities of the Company, or if during any two
consecutive year periods, the directors at the beginning of such periods cease
for any reason during the two-year period to constitute a majority of the Board
of Directors of the Company.

     

    D.   If a
Change in Control occurs, the Trustee shall purchase an annuity contract with
respect to each Trust Beneficiary who is an Employee providing monthly payments
to the Trustee of amounts due the Trust Beneficiary under the Plan. Written
notice of such event received by the Trustee from the Board of Directors or the
Chief Executive Officer of the Company shall be sufficient evidence of a Change
of Control.  In the event a Trust Beneficiary is the spouse of a
deceased Employee, the commencement date of the annuity shall be the date of the
Change in Control.  Upon a Change of Control, the Company shall
contribute to the Trust such additional sums as shall reflect a recomputation of
the Trust Beneficiaries Supplemental Benefits as of the date of the commencement
of payment of such Benefits.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    E.   The
Trustee shall cause each annuity contract to contain a provision requiring, on
notice to the Insurance Company from the Trustee, the cessation of payments in
the event the Company becomes insolvent within the meaning of Article IV of this
Trust Agreement and the payment of such annuities or the cash surrender value
thereof to the person or entity entitled thereto under Article IV.B.2 of this
Trust Agreement.

     

    F.   If a
Change in Control does not occur within one year of the Potential Change in
Control, then all sums contributed to the Trust by the Company shall be returned
to the Company together with any income earned thereon.

     

    ARTICLE
III:  PAYMENT TO TRUST
BENEFICIARIES.

     

    A.   The
Trustee shall make payments of Supplemental Benefits to the Trust Beneficiaries
from the assets of the Trust in accordance with the terms set forth in the Plan,
if and to the extent (i) assets are available for distribution; and (ii) at the
time of each payment the Trustee does not have actual knowledge of the
insolvency of the Company as provided in Article IV.C.

     

    B.   If the
assets of the Trust, which are not paid to the Company as provided in Article
IV, are not sufficient to make payments to the Trust Beneficiaries in accordance
with the terms set forth in the Plan, the Trustee shall abate the payments pro
rata and the Company shall pay the balance of any such payments as they fall
due.

     

    ARTICLE
IV:  TRUSTEE’S RESPONSIBILITY
WHEN THE COMPANY IS INSOLVENT.

     

    A.   The
Company shall be considered insolvent for the purposes of this Agreement if (i)
the Company is unable to pay its debts as they mature, or (ii) the Company is
subject to a pending proceeding as a debtor under the Bankruptcy
Code.

     

    B.   At all
times during the continuance of this Trust, the principal and income of the
Trust shall be subject to claims of general creditors of the Company as
hereinafter set forth.

     

    1.   At such
time as the Trustee has actual knowledge, or has determined, that the Company is
insolvent, the Trustee shall deliver the Trust assets to satisfy such claims in
such manner as a court of competent jurisdiction may direct.

     

    2.   The Board
of Directors and the Chief Executive Officer of the Company shall inform the
Trustee in the event the Company becomes insolvent.  If the Company or
a person claiming to be a creditor of the Company alleges in writing to the
Trustee that the Company has become insolvent, the Trustee shall independently
determine, within 30 days after receipt of such notice, whether the Company is
insolvent.  Pending such determination, the Trustee shall notify the
Insurance Company to discontinue payments to the Trust and the Trustee shall
hold the Trust assets for the benefit of the Company’s general
creditors.  The Trustee shall notify the Insurance Company to resume
payments to the Trust and the Trustee shall resume payments to the Trust
Beneficiaries in accordance with Article III of this Agreement only after the
Trustee has determined that the Company is not insolvent (or is no longer
insolvent, if the Trustee initially determined the Company to be
insolvent).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    3.   Unless the
Trustee has actual knowledge of the Company’s insolvency, the Trustee shall have
no duty to inquire whether the Company is insolvent and shall continue making
payments to Trust Beneficiaries until he has such actual
knowledge.  The Trustee may in all events rely on such evidence
concerning the Company’s solvency as may be furnished to the Trustee which will
give the Trustee a reasonable basis for making a determination concerning the
Company’s solvency.

     

    4.   Nothing in
this Trust Agreement shall in any way diminish any rights of a Trust Beneficiary
to pursue his rights as a general creditor of the Company with respect to his
Supplemental Benefits.

     

    C.   If the
Insurance Company discontinues payments to the Trust pursuant to Article IV.B,
of this Agreement, and subsequently resumes such payments, the first payment to
the Trust Beneficiaries following such discontinuance shall include the
aggregate amount of all payments which would have been made to the Trust
Beneficiaries (together with interest on the amount delayed calculated at the
long-term applicable federal rate) in accordance with the terms set forth in the
Plan during the period of such discontinuance, less the aggregate amount of any
payments made to the Trust Beneficiaries by the Company in lieu of the payments
provided for hereunder during any such period of discontinuance.

     

    ARTICLE
V:  PAYMENT
TO THE COMPANY.

     

    Except as
provided in Article II.F and Article IV, the Company may not direct the Trustee
to return to the Company or to divert to others any of the Trust assets before
all payments have been made to the Trust Beneficiaries pursuant to the terms set
forth in the Plan.

     

    ARTICLE
VI:  ACCOUNTING BY THE
TRUSTEE.

     

    A.   The
Trustee shall keep accurate and detailed records of all investments, receipts,
disbursements, and all other transactions required to be done, including such
specific records as shall be agreed upon in writing between the Company and the
Trustee.  All such accounts, books and records shall be open to
inspection and audit at all reasonable times by the Company and by the Trust
Beneficiaries.

     

    B.   Within 90
days following the close of each calendar year and within 90 days after the
removal or resignation of the Trustee, the Trustee shall deliver to the Company
and the Trust Beneficiaries a written account of its administration of the Trust
during such year or during the period from the close of the last preceding year
to the date of such removal or resignation, setting forth all investments,
receipts, disbursements and other transactions effected by the Trustee,
including a description of all securities and investments purchased and sold
with the cost or net proceeds of such purchases or sales (accrued interest paid
or receivable being shown separately), and showing all cash, securities, and
other property held in the Trust at the end of such year or as of the date of
such removal or resignation, as the case may be.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VII:  DUTIES
AND POWERS OF THE TRUSTEE.

     

    A.   The
Trustee shall act with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims; provided, however, that the Trustee shall incur no
liability to anyone for any action taken pursuant to a direction, request, or
approval given by the Company or the Trust Beneficiaries contemplated by and
complying with the terms of this Agreement and/or the Plan, and to that extent
shall be relieved of the prudent man rule for investments.

     

    B.   The
Trustee shall not be required to undertake or to defend any litigation arising
in connection with this Agreement, unless it be first indemnified by the Company
against its prospective costs, expenses and liability, and the Company hereby
agrees to indemnify the Trustee for such costs, expenses and
liability.

     

    C.   The
Trustee may consult with legal counsel (who may also be counsel for the Trustee
generally) with respect to any of the Trustee’s duties or obligations hereunder,
and shall have no liability for any losses occasioned by the Company or any
Trust Beneficiary as a result of acting or refraining from acting in accordance
with the advice of such counsel.

     

    D.   The
Trustee may hire agents, accountants, actuaries and financial
consultants.

     

    E.   The
Trustee shall have, without exclusion, all powers conferred on Trustees by
applicable law unless expressly provided otherwise herein; provided, however,
that if an insurance policy is held as an asset of the Trust in order to fund
the Supplemental Benefits payable to the Trust Beneficiaries:

     

    1.   The
Trustee shall have no power, except in accordance with Article III of this
Agreement, to name as a beneficiary of any policy any person or entity other
than the Trust, to assign the policy (as distinct from conversion of the policy
to a different form) other than to a successor Trustee, or to loan to any person
the proceeds of any borrowing against such policy.

     

    2.   The Trust
shall own any insurance policies purchased hereunder outright, subject to any
claims of creditors as provided in Article IV.B of this Agreement.

     

    3.   The
Insurance Company shall not be responsible to see to the execution or
performance of this Trust.

     

    ARTICLE
VIII:  COMPENSATION AND EXPENSES OF
THE TRUSTEE.

     

    The
Trustee shall be entitled to receive from the Company such reasonable
compensation for his services as shall be agreed upon by the Company and the
Trustee.  All expenses incurred with respect to the administration of
the Trust shall be paid by the Company, including, without limitation, expenses
for items expressly referred to in Article VII.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ARTICLE
IX:  REPLACEMENT OF THE
TRUSTEE.

     

    A.   The
Trustee may be removed at any time by the Company, with the consent of the Trust
Beneficiaries, or may resign, in which case a new trustee, which shall be
independent and not subject to direct or indirect control of, or an agent of,
either the Company or the Trust Beneficiaries, shall be appointed by the Company
with the consent of the Trust Beneficiaries.

     

    B.   Any
successor Trustee shall have all of the powers of the original
Trustee.

     

    C.   No bond
shall be required of any Trustee.

     

    D.   The
Company releases and discharges the Trustee and his successors of and from all
liability for any act of omission or commission as long as they act in good
faith.

     

    ARTICLE
X:  AMENDMENT OR
TERMINATION.

     

    A.   This
Agreement may be amended any time and to any extent by a written instrument
executed by the Trustee and the Company and consented to by all of the Trust
Beneficiaries.

     

    B.   The Trust
shall not terminate until the date on which the Trust Beneficiaries are entitled
to no more Supplemental Benefits pursuant to the Plan, unless sooner rendered
inoperative in accordance with Article IV.B.1 of this Agreement.

     

    C.   Upon
termination of the Trust as provided in Article X.B of this Agreement, any
assets remaining in the Trust shall be returned to the Company after all debts
and obligations of the Trust then outstanding shall have been satisfied from
such assets.

     

    ARTICLE
XI:  ALIENATION AND
ASSIGNMENT.

     

    Amounts
payable to the Trust Beneficiaries under this Agreement may not be anticipated,
assigned (either at law or in equity), alienated or subject to attachment,
garnishment, levy, execution or other legal or equitable process.

     

    ARTICLE
XII:  MISCELLANEOUS.

     

    A.   Notices.  Notice
to the parties to this Agreement shall be sent to:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	 	
                                                            Company:

                                                          	
                                                            Tasty
      Baking Company

                                                          
	 	 	2801
      Hunting Park Avenue
	 	 	Philadelphia,
      PA 19129
	 	 	 
      
	 	
                                                            and
      Trustee:

                                                          	
                                                            Meridian
      Trust Company

                                                          
	 	 	5
      Penn Center Plaza
	 	 	Philadelphia,
      PA  19103
	 	 	 
      
	 	
                                                            and
      Trust Beneficiaries:

                                                          	
                                                            See
      attached
list.

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    B.   Waiver of
Provisions.  Any waiver at any time by either party hereto of
its rights with respect to any matter arising in connection with this Agreement
shall not be deemed to be a waiver with respect to any subsequent
matter.  Any waiver at any time by either party hereto as to any right
under this Agreement shall not affect any other right or obligation held by such
party under this Agreement.

     

    C.   Alteration of
Terms.  No alteration or variation of the terms of this
Agreement shall be valid unless in writing and signed by the parties
hereto.

     

    D.   Valid and Binding
Agreement.  The Company and the Trustee intend to be legally
bound by this Agreement in accordance with its terms.

     

    E.   Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

     

    IN WITNESS
WHEREOF, the Company and the Trustee have executed or caused its authorized
officers to execute this Agreement as of the date first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	Attest: 	 	TASTY BAKING
      COMPANY
	 	 	 	 
	 	 	 	 
	/s/ Elizabeth H.
      Gemmill	 	By:	/s/ Nelson G.
      Harris
	Secretary 	 	 	 
	 	 	 	 
	
                                              The
      Trustee hereby accepts the
    Trust: 

                                            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
                                              /s/Thomas
      C.
McCoy 

                                            
	 	 	
                                              Trustee

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        	
                COMMONWEALTH
      OF PENNSYLVANIA

              	
                :

              	 
	 	
                :

              	
                SS.

              
	
                COUNTY
      OF

              	
                :

              	 


      

    

     

    On this,
the17th day of Nov., 1989, before me, the undersigned Notary Public, personally
appeared N. G. Harris who acknowledged himself to be an officer of TASTY BAKING
COMPANY, a corporation, and that he as such being authorized to do so, executed
the foregoing instrument for the purposes therein contained by signing the name
of the corporation by himself as officer.

     

    IN WITNESS
WHEREOF, I have hereunto set my hand and official seal.

     

    
      
        
          
            
              
                
                  	 	
                          /s/Elaine
      L. Tomkowicz

                        
	 	
                          Notary
      Public

                        
	 	 
	 	
                          My
      Commission
Expires

                        


                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    

     

    November
30, 2006

    
       

      SEI
Private Trust Company

      One
Freedom Valley Drive

      Oaks,
Pennsylvania 19456

      Attention:  Carl
Bechdel, Vice-President

      


      Re:           Trust Administrative
Procedures

       

      Ladies and
Gentlemen:

       

      I, the
undersigned, am a duly authorized representative of Tasty Baking Company, a
Pennsylvania corporation (the “Company”).  The Company previously
entered into certain trust agreements with Wachovia Bank, NA, successor to
Meridian Trust Company (the “Prior Trustee”) to provide services to the trusts
established by the Company in connection with the Tasty Baking Company
Supplemental Executive Retirement Plan and the Tasty Baking Company Retirement
Plan for Directors (each a “Trust,” and collectively the
“Trusts”).  The Prior Trustee has resigned effective December 31, 2006
and the Company has acted in accordance with the terms of each Trust agreement
to appoint SEI Private Trust Company (the “Trustee”) to provide services as
successor Trustee effective beginning January 1, 2007, and the Trustee is so
willing to serve the Trusts commencing on that date in accordance with the terms
of each Trust agreement.

       

      This
letter is intended to clarify and direct the Trustee as to certain procedures
for administering the Trusts, as set forth below.  Any capitalized
terms not otherwise defined herein shall have the same meaning as set forth in
the Trust agreements.  The Trust administrative procedures shall be as
follows:

       

      
        	
                1.  

              	
                Potential Change of
      Control.  In the event that the Company transfers assets
      to the Trusts in connection with a Potential Change of Control, the
      Trustee shall invest and reinvest the principal and income of the Trusts
      and exercise the voting rights with respect to the assets of the Trusts
      solely at the direction from the Company, or a properly appointed
      investment manager, to the extent that the investment manager has such
      authority.  Discretionary authority for the management and
      control of the assets from time to time held in Trusts may be retained,
      allocated or delegated, as the case may be, for one or more purposes, by
      the Company to and among an investment manager or investment
      managers.  The Trustee shall be fully protected in acting upon
      any instruction it receives from the Company or a properly appointed
      investment manager.  If a Change of Control does not occur
      within the time specified under the Trust agreements, the Company shall
      provide the Trustee with written direction to liquidate the assets of the
      Trusts, and return the proceeds of such liquidation to the
      Company.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                2.  

              	
                Change of
      Control.  In the event of an actual Change of Control,
      the Company shall direct the Trustee to purchase an annuity with respect
      to each Trust Beneficiary, pursuant to the terms of the Trust
      agreement.  Such annuities shall provide for a cash surrender
      value.  The Trustee may delegate the responsibility for securing
      annuities in the marketplace to an affiliate of the Trustee, who may
      receive a reasonable fee for the provision of services which shall be more
      fully described at the time such annuity contracts are
      purchased.  The Company’s actuaries shall calculate and provide
      to the Trustee the amount needed to purchase annuities to fund the
      benefits due each Trust Beneficiary. Immediately prior to or upon the
      Change of Control, the Company shall deliver to the Trustee a schedule
      (the “Payment Schedule”) that indicates the amount payable in respect of
      each Trust Beneficiary, the form in which such amount is to be paid and
      the commencement date and frequency of such payments.  The
      Trustee will receive the payments from such annuity contracts, deposit
      those payments into the applicable Trust and make such benefit payments
      directly to the Trust Beneficiaries in accordance with the Payment
      Schedule and the Trust agreement.  The Company shall make
      provision for the reporting and withholding of any federal, state or local
      taxes that may be required to be withheld with respect to the payment of
      benefits pursuant to the terms of the plans, and payment of amounts
      withheld to the appropriate taxing
authorities.

              


      

       

      
        	
                3.  

              	
                Insolvency.  In
      the event that the Trustee has actual knowledge that the Company is
      Insolvent, and the Trustee has discontinued the payment of benefits to the
      Trust Beneficiaries, the Trustee shall maintain intact any annuities held
      by the Trusts unless and until it becomes necessary to surrender such
      annuities to pay the claims of general creditors of the Company as
      directed by a court of competent jurisdiction.  If the Trustee
      subsequently receives evidence satisfactory to it that the Company is not
      Insolvent (or is no longer Insolvent), the Trustee will resume the payment
      of benefits to the Trust Beneficiaries, if and to the extent assets are
      available for distribution.  The Company shall provide written
      direction to the Trustee as to the amount of the first such payment due
      (including any missed payments together with interest calculated pursuant
      to the Trust agreements, less any amounts paid in lieu thereof by the
      Company).  To the extent that an annuity was surrendered due to
      the Company’s Insolvency, the Trustee shall resume scheduled payments from
      the proceeds thereof remaining in the Trust.  The Trustee shall
      inform the Company when such Trust assets have been depleted, and the
      Company shall pay to the Trust Beneficiary the balance of any scheduled
      payments as they fall due.

              


      

       

      
        	
                4.  

              	
                Indemnification.  If
      Trustee undertakes or defends any litigation arising in connection with
      the Trust, Company agrees to indemnify Trustee against Trustee’s costs,
      expenses and liabilities (including, without limitation, reasonable
      attorneys’ fees and expenses) relating thereto.  If Company does
      not pay such costs, expenses and liabilities in a reasonably timely
      manner, Trustee may obtain payment from the assets of the Trust
      itself.  Trustee may consult with legal counsel (who may also be
      counsel for Company generally) with respect to any of its duties or
      obligations hereunder and the Trustee shall not be deemed imprudent by
      reason of its taking or refraining from taking any action in accordance
      with the opinion of counsel.  The Company agrees, to the extent
      permitted by law, to fully and forever indemnify and hold the Trustee
      harmless from and against any claims, losses, damages, expenses and
      liability that the Trustee may incur in the administration of the Trust,
      unless arising from the Trustee’s own negligence and/or own willful breach
      of the provisions of either the applicable Trust agreement or this letter,
      provided however that the parties to this letter agree that in the
      instance where the Trustee has been found merely (and not grossly)
      negligent in the provision of services, damages shall be limited to one
      (1) year’s worth of fees for services rendered by the
    Trustee.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      By
executing this letter, the Company and the Trustee each agree to the
administrative procedures set forth above.  No alteration or variation
of these administrative procedures shall be valid unless in writing and
consented to by the Company and the Trustee.

       

      Sincerely,

       

      /s/Eugene P.
Malinowski

      Eugene P.
Malinowski

      Corporate
Treasurer

      


      ACCEPTED
AND ACKNOWLEDGED BY:

      SEI
PRIVATE TRUST COMPANY

      


       

      By:  /s/Carl
Bechdel

       

      Print:  Carl
Bechdel

       

      Title:  VP

       

      Date:  11/29/06