Exhibit
10.1
  
 
 TRUST
FOR
 PICO
HOLDINGS, INC.  EXECUTIVE
 DEFERRED
COMPENSATION
  
 
 This Agreement made this 31st day of December 1997,
by and between PICO Holdings, Inc. (“PICO”) and Huntington National Bank, N.A.
(“Trustee”);
  WHEREAS,
PICO and certain of its affiliates have entered into deferred compensation
arrangements (“Deferral Agreements”) with certain of their executive management
employees;
  WHEREAS,
PICO and certain of its affiliates have incurred or expect to incur liability to
pay deferred compensation under the terms of the Deferral
Agreements;
  WHEREAS, PICO wishes to establish a Trust (“Trust”)
and to contribute to the Trust assets that, shall be held therein, subject to
the claims of creditors in the event of Insolvency (as herein defined) of PICO
or any affiliate, until paid to employees and their beneficiaries in such manner
and at such times as specified in the Deferral Agreements;
  WHEREAS, it is the intention of the parties that
this Trust shall constitute an unfunded arrangement and shall not affect the
status of the Deferral Agreements as unfunded agreements maintained for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees for purposes of Title I of the Employee Retirement
Income Security Act of 1974;
  WHEREAS,
it is the intention of PICO to hold assets in this Trust to provide a source of
funds to assist it in the meeting of the liabilities under the Deferral
Agreements;
  NOW,
THEREFORE, the parties do hereby establish the Trust and agree that the Trust
shall be comprised, held and disposed of as follows:
  Section
1.                      ESTABLISHMENT
OF TRUST.
  (a)           PICO
hereby deposits with Trustee in Trust the cash sum of $100.00, which shall
become the principal of the Trust to be held, administered and disposed of by
Trustee as provided in this Trust Agreement.
  (b)           The
Trust hereby established shall initially be, revocable by PICO.  The
Trust shall become irrevocable upon a Change of Control of PICO, as defined
herein.  For purposes of this Trust, Change of Control shall be deemed
to have occurred in the reasonable discretion of the Board of Directors in
consideration of the following guidelines: (i) any person (as the term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act) is or becomes the
beneficial owner (as defined in Rule 13 d-3 under the Exchange Act), directly or
indirectly of securities of  PICO representing thirty percent (30%) or
more of PICO’s outstanding securities; or (ii)individuals who are members of
PICO’s Board of Directors on the date hereof (the “Incumbent Board”) cease for
any reason to constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date hereof whose election was approved by
a vote of at least two-thirds of the directors comprising the Incumbent Board,
or whose nomination for election by the stockholders of PICO was approved by the
nominating committee serving under an Incumbent Board, shall be considered a
member of the Incumbent Board.
  (c)           The
Trust is intended to be a grantor trust, of which PICO and any affiliate
participating in the Plan, are the grantors, within the meaning of subpart E,
part 1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of
1986, as amended, and shall be construed accordingly.
  (d)           The
principal of the Trust, and any earnings thereon shall be held separate and
apart from other funds of PICO and shall be used exclusively for the uses and
purposes of paying amounts due under the Deferral Agreements and general
creditors as herein set forth.  Employees entering into Deferral
Agreements and their beneficiaries shall have no preferred claim on, or any
beneficial-ownership interest in, any assets of the Trust.  Any rights
created under the Deferral Agreements and this Trust Agreement shall be mere
unsecured contractual rights of employees and their beneficiaries against PICO
or any affiliate.  Any assets held by the Trust will be subject to the
claims of the general creditors of PICO and any affiliate (to the extent of each
entity’s proportionate interest in the Trust) under federal and state law in the
event of Insolvency, as set forth in Section 3(a) herein.
  (e)                      Within
thirty (30) days after the initial establishment of the Trust, PICO and its
affiliates shall deposit into the Trust cash in an amount equal to the total
amount deferred under all Deferral Arrangements with employees from the
effective date of such Deferral Agreements to the date of establishment of the
Trust.  In addition, within fifteen (15) days after each subsequent
calendar month following the establishment of this Trust, PICO (and any
participating affiliate) shall be required to deposit into the Trust cash in an
amount equal to the amount deferred from all employees’ Deferral Agreements for
such month.  PICO in its sole discretion, may at any time, or from
time to time, make additional deposits of cash or other property in Trust with
Trustee, Upon a Change of Control PICO shall as soon as possible but in no event
later than thirty (30) days following the Change of Control make an irrevocable
contribution to the Trust in an amount that is sufficient to pay each employee
the amount (as adjusted for earnings and losses) to which he or she would be
entitled pursuant to the terms of the employee’s Deferral Agreement as of the
date of the Change of Control.
  Section
2.                      PAYMENTS
TO EXECUTIVE EMPLOYEES AND THEIR BENEFICIARIES.
  (a)           PICO
shall deliver to Trustee a schedule (the “Payment Schedule”) that indicates the
amounts payable in respect of each employee, and that contains such other
instructions as to enable, the Trustee to make any distributions to each
employee as required under his or her Deferral Agreement, Except as otherwise
provided herein, Trustee shall make payments in accordance with such Payment
Schedule.  No set-off from any amounts payable to an employee
hereunder shall be permitted without the employee’s written
consent.  No changes shall be made by PICO to the Payment Schedule
without the written consent of the affected employee (except for a change
permitted under an employee’s Deferral Agreement or a change to an immediate
lump sum payment of all remaining benefits upon termination of all Deferral
Agreements).  The Trustee 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 compensation from the Trust and shall
pay amounts withheld to the appropriate taxing authorities or determine that
such amounts have been reported, withheld and paid by PICO.
  (b)                      The
entitlement of an employee or his or her beneficiaries to deferred amounts under
the employee’s Deferral Agreement shall be certified by the Compensation
Committee of the Board of Directors of PICO or such party as it shall designate
and any claim for such benefits shall be considered and reviewed under the
procedures set out in the Deferral Agreement.
  (c)           PICO
(or any affiliate) may make payment of deferred compensation directly to
employees or their beneficiaries as they become due under the terms of the
Deferral Agreements, PICO shall notify Trustee of its decision to make payment
of benefits directly prior to the time amounts are payable to employees or their
beneficiaries.  In addition, if the principal of the Trust, and any
earnings thereon, are not sufficient to make payments of benefits in accordance
with the terms of any Deferral Agreement, PICO shall make the balance of each
such payment in accordance with the terms of the Deferral
Agreement.  Trustee shall notify PICO where principal and earnings are
not sufficient.
  Section
      3.
              TRUSTEE
      RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN PICO IS
      INSOLVENT.
  (a)                      Trustee
shall cease payment of benefits to all employees and their beneficiaries if PICO
or any other affiliate participating in the Trust is Insolvent, “Insolvent” for
purposes of this Trust Agreement shall mean if (i) an entity is unable to pay
its debts as they become due, or (ii) an entity is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.
  (b)                      At
all times during the continuance of this Trust, as provided in Section l(d)
hereof, the principal and income of the Trust shall be subject to claims of
general creditors of PICO and any participating affiliate under federal and
state law as set forth below.
  (1)           The
Board of Directors and the Chief Executive Officer of PICO and any participating
affiliate shall have the duty to inform Trustee in writing of such entity’s
Insolvency.  If a person claiming to be a creditor of PICO or a
participating affiliate alleges in writing to Trustee that such entity has
become Insolvent, Trustee shall determine whether such entity is Insolvent and,
pending such determination, Trustee shall discontinue payment of benefits to
employees and beneficiaries.
  (2)           Unless
Trustee has actual knowledge of the Insolvency of PICO or any participating
affiliate, or has received notice from any of such entities or from a person
claiming to be a creditor alleging that any of such entities is Insolvent,
Trustee shall have no duty to inquire whether the entity is
Insolvent.  Trustee may in all events rely on such evidence concerning
the entity’s solvency as may be furnished to Trustee and that provides Trustee
with a reasonable basis for making a determination concerning the entity’s
solvency.
  (3)           If
at any time Trustee has determined that PICO or a participating affiliate is
Insolvent, Trustee shall discontinue payments to employees or their
beneficiaries and shall hold the assets of the Trust for the benefit of such
entity’s general creditors.  The Trust assets set aside for the
benefit of the Insolvent entity’s general creditors shall not exceed the
Insolvent entity’s proportionate interest in the Trust.  The Insolvent
entity’s proportionate interest in the Trust shall be determined in accordance
with the ratio of Trust assets held for the benefit of the Insolvent entity’s
employees to the total assets of the Trust.  Nothing in this Trust
Agreement shall in any way diminish any rights of employees or their
beneficiaries to pursue their rights as general creditors of the Insolvent
entity with respect to benefits due under the Deferral Agreement or
otherwise.
  (4)           Trustee
shall resume the payment of benefits to employees or their beneficiaries in
accordance with Section 2 of this Trust Agreement only after Trustee has
determined that PICO and/or the participating affiliate (as applicable) are not
Insolvent (or are no longer Insolvent).
  (c)           Provided
that there are sufficient assets, if Trustee discontinues the payment of
benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes
such payments, the first payment following such discontinuance shall include the
aggregate amount of all payments due to employees or their beneficiaries under
the terms of the Deferral Agreements for the period of such discontinuance, less
the aggregate amount of any payments made to employees or their beneficiaries by
PICO (or any affiliate) in lieu of the payments provided for hereunder during
any such period of discontinuance.
  Section
4.                      
PAYMENTS TO PICO.
  Except
as provided in Section 3 hereof after the Trust has become irrevocable, PICO
shall have no right or power to direct Trustee to retain to PICO or to divert to
others any of the Trust assets before all payment of benefits have been made to
employees and their beneficiaries pursuant to the terms of the Deferral
Agreement.  Notwithstanding the preceding sentence, the Trustee may
reimburse PICO (or any affiliate) for benefits paid directly by PICO (or any
affiliate) to employees and beneficiaries.
  Section
5.                      INVESTMENT
AUTHORITY.
  PICO
shall provide investment direction to the Trustee.  All rights
associated with assets of the Trust shall be exercised by Trustee or the person
designated by Trustee, and shall in no event be exercisable by or rest with
employees.  Notwithstanding the preceding sentence, PICO may permit
employees who have entered into Deferral Agreements to select specific
investments for such deferred amounts, subject to its approval in accord with
the attached Exhibit A.  Trustee shall be notified if such delegation
of investment direction has been made to the employees.  In the event
that PICO (or its designee) shall fail to provide investment direction, Trustee
shall invest the assets of the Trust in federally insured savings accounts or
certificates of deposits (in amounts not in excess of insured limits) or in a
money market mutual fund.
  Section
6.                      DISPOSITION
OF INCOME.
  During
the term of this Trust, all of the income received by the Trust shall be
accumulated in the Trust.
  Section
7.                              ACCOUNTING
BY TRUSTEE.
  Trustee shall keep accurate and detailed records of
all investments, receipts, disbursements, and all other transactions required to
be made, including such specific records as shall be agreed upon in writing
between PICO and Trustee.  Within thirty (30) days following the close
of each calendar year and within thirty (30) days after the removal or
resignation of the Trustee, Trustee shall deliver to PICO 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, income, receipts, disbursements and other
transactions effected by it, including a description of all securities and
investments purchased and sold with the cost or net proceeds of such purchases
or sales, 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.
  Section
8.                      RESPONSIBILITY
OF TRUSTEE.
  (a)           Trustee
shall act with the care, skill prudence and diligence under the circumstances
then prevailing that a prudent person acting in 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 Trustee shall incur no liability to any
person for any action taken pursuant to a direction, request or approval given
by PICO which is contemplated by, and in conformity with, the terms of this
Trust and is given in writing by PICO.  In the event of a dispute
between PICO and a party, Trustee may apply to a court of competent jurisdiction
to resolve the dispute.
  (b)             If
Trustee undertakes or defends any litigation or threatened litigation arising in
connection with this Trust, PICO agrees to indemnify Trustee against Trustee’s
costs, expenses and liabilities (including without limitation, attorneys’ fees
and expenses) relating thereto and to be primarily liable for such
payments.  If PICO does not pay such costs, expenses and liabilities
in a reasonably timely manner, Trustee may obtain payment from the
Trust.  Notwithstanding the preceding sentences, in no event shall
PICO indemnify Trustee (nor shall any payments be made from the Trust on behalf
of Trustee) if the Trustee is determined to have acted negligently or with
misconduct in carrying out its duties with respect to the Trust.
  (c)                      Trustee
may consult with legal counsel (who may also be counsel for PICO generally) with
respect to any of its duties or obligations hereunder.
  (d)                      Trustee
may hire agents, accountants, actuaries, investment advisors, financial
consultants or other professionals to assist it in performing any of its duties
or obligations hereunder.  Unless approved in advance by PICO, Trustee
shall pay the fees and expenses relating to hiring of such agents, accountants
and other profession.  Reasonable and customary expenses may be
incurred by Trustee without approval.
  (e)           Trustee
shall have, without exclusion, all powers conferred on Trustees by applicable
law, unless expressly provided otherwise herein, provided, however, that if an
balance policy is held as an asset of the Trust, Trustee shall have no power to
name a beneficiary of an insurance policy other than the Trust, to assign such
policy (as distinct from conversion of such 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.
  (f)           Notwithstanding
any powers granted to Trustee pursuant to this Trust Agreement or to applicable
law, Trustee shall not have any power that could give this Trust the objective
of carrying on a business and dividing the gains therefrom, within the meaning
of section 301.7701-2 of the Procedure and Administrative Regulations
promulgated pursuant to the Internal Revenue Code.
  Section
9.                      COMPENSATION
AND EXPENSES  OF TRUSTEE.
  PICO
shall pay all administrative and Trustee’s fees and approved expenses relating
to the operation of the Trust.  If not so paid, the fees and expenses
shall be paid from the Trust.  However, all brokerage commissions
shall be charged to the employee’s account for whom the trade was
made.
  Section
10.                                RESIGNATION
AND REMOVAL OF TRUSTEE.
  (a)                      Trustee
may resign at any time by written notice to PICO, which shall be effective
thirty (30) days after receipt of such notice unless PICO and Trustee agree
otherwise.
  (b)           Trustee
may be removed by PICO on thirty (30) days notice or upon shorter notice
accepted by Trustee.
  (c)           Upon
resignation or removal of Trustee and appointment of a successor Trustee, all
assets shall subsequently be transferred to the successor Trustee, The transfer
shall be completed within thirty (30) days after receipt of notice of
resignation, removal or transfer, and upon receipt by the Trustee of all proper
documentation unless PICO extends the time limit.
 (d)           If
Trustee resigns or is removed, a successor shall be appointed, in accordance
with Section 11 hereof, by the effective date of resignation or removal under
paragraph(s) (a) or (b) of this Section, If no such appointment has been made,
Trustee may apply to a court of competent jurisdiction for appointment of a
successor or for instructions. All expenses of Trustee in connection with the
proceeding shall be allowed as administrative expenses of the
Trust.
  Section
11.                                APPOINTNMENT
OF SUCCESSOR.
  (a)                      If
Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof,
PICO may appoint any third party, such as a bank trust department or other party
that may be granted trustee powers under state law, as a successor to replace
Trustee upon resignation or removal.  Notwithstanding the preceding
sentence, if the Trustee resigns or is, removed within one (1) year of a Change
in Control of PICO, the Trustee shall select the Successor
Trustee.  The appointment shall be effective when accepted in writing
by the new Trustee, who shall have all of the rights and powers of the former
Trustee, including ownership rights in the Trust assets. The former Trustee
shall execute any instrument necessary or reasonably requested by PICO or the
successor Trustee to evidence the transfer.
  (b)             The
successor Trustee need not examine the records and acts of any prior
Trustee.  The successor Trustee shall not be responsible for and PICO
shall indemnify and defend the successor Trustee from any claim or liability
resulting from any action or inaction of any prior Trustee or from any other
past event, or any condition existing at the time it becomes successor’
Trustee.  Notwithstanding the preceding sentence, this indemnification
shall not include liability resulting from actions or inactions of the successor
Trustee after it becomes aware (or should have become aware) of any past event
or other condition that requires corrective action on the part of the successor
Trustee.
  Section
12.                                AMENDMENT
OR TERMINATION.
  (a)           This
Trust Agreement may be amended by a written instrument executed by Trustee and
PICO.  Notwithstanding the foregoing, no such amendment shall conflict
with the terms of the Deferral Agreement or shall make the Trust revocable after
it has become irrevocable in accordance with Section I (b) hereof In addition,
no such amendment shall alter the terms of the Trust relating to the special
requirements imposed hereunder on or after a Change of Control of PICO without
the written approval of employees who have entered into Deferral
Agreements.
  (b)           The
Trust shall not terminate until the date on which employees and their
beneficiaries are no longer entitled to benefits pursuant to the terms of their
Deferral Agreements.  Upon termination of the Trust, any sets
remaining in the Trust after distribution of all benefits to employees’
beneficiaries shall be returned to PICO.
  Section
13.                                MISCELLANEOUS.
  (a)Any
provision of this Trust Agreement prohibited by law shall be ineffective to the
extent of any such prohibition, without invalidating the remaining provisions
hereof.
  (b)Benefits
payable to employees and their beneficiaries under this Trust Agreement may not
be anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution or other
legal or equitable process.
  (c)This
Trust Agreement shall be governed by and construed in accordance with the laws
of California.
 Section
14.                                EFFECTIVE
DATE
  The effective date of this Trust Agreement shall be
December 31, 1997.