<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 1994.
Registration No. 33-30994
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________________
A.H. BELO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-0135890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
COMMUNICATIONS CENTER
400 SOUTH RECORD STREET
DALLAS, TEXAS 75202
(Address of Principal Executive Offices) (Zip Code)
__________________
THE A.H. BELO CORPORATION
EMPLOYEE SAVINGS AND
INVESTMENT PLAN
(Full title of the plan)
________________
MICHAEL J. MCCARTHY
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
A.H. BELO CORPORATION
COMMUNICATIONS CENTER
400 SOUTH RECORD STREET
DALLAS, TEXAS 75202
(214) 977-6606
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
___________________________________________________
Copy to:
GUY KERR
LOCKE PURNELL RAIN HARRELL
(A PROFESSIONAL CORPORATION)
2200 ROSS AVENUE
SUITE 2200
DALLAS, TEXAS 75201
___________________________________________________
THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 464 PROMULGATED UNDER THE
SECURITIES ACT OF 1933.
<PAGE> 2
This Post-Effective Amendment No. 1 to Registration Statement No.
33-30994 on Form S-8 (the "Registration Statement") is being filed to set forth
the undertaking of A.H. Belo Corporation contained in Item 9(a)(5) of this
Post-Effective Amendment No. 1 to the Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information specified by Item 1 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended, and the introductory note to Part I of Form
S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The information specified by Item 2 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended, and the introductory note to Part I of Form
S-8.
I-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents set forth below are hereby incorporated by reference in
this Registration Statement. All documents subsequently filed by A.H. Belo
Corporation (the "Company") and The A.H. Belo Corporation Employee Savings and
Investment Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment that indicates that the securities
offered hereby have been sold or which deregisters the securities offered
hereby then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof commencing on the
respective dates on which such documents are filed.
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992 and the Plan's Annual Report on Form 11-K
for the plan year ended December 31, 1992.
(2) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal years covered by
the Annual Reports referred to in (1) above.
(3) The description of the Company's Series A Common Stock
contained in the Company's Form 8-B Registration Statement dated
August 10, 1987 and filed with the Commission, as amended by the
Company's Form 8-K Current Report dated May 4, 1988 and filed with the
Commission, including any amendments or reports filed for the purposes
of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law, the
Company's Certificate of Incorporation contains a provision
eliminating the monetary liability of a director for breach of
fiduciary duty, subject to certain exceptions. The provision does not
eliminate a director's liability for (i) breaches of the director's
duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith or involving intentional misconduct or a
knowing violation of law, (iii) the payment of unlawful dividends or
unlawful stock repurchases or redemptions, or (iv) any transaction
from which the director derived an improper personal benefit.
Furthermore, the provision does not limit equitable remedies, such as
an injunction or rescission for breach of a director's fiduciary duty
of care.
The Delaware General Corporation Law permits, and in some
cases requires, corporations to indemnify directors and officers who
are or have been a party or are threatened to be made a party to
litigation against certain expenses, judgments, fines, settlements,
and other amounts under certain circumstances.
Article XI of the Company's Bylaws provides for
indemnification of and advancement of expenses to directors, officers,
employees, and agents to the fullest extent authorized or permitted by
the Delaware General Corporation Law. The Bylaws also provide
specific authorization for the Company to purchase officers' and
directors' liability insurance.
II-1
<PAGE> 4
The Company has in force an officers' and directors' liability
insurance policy insuring, up to specified amounts and with specified
exceptions, directors and officers and former directors and officers
of the Company and its subsidiaries against damages, judgments,
settlements and costs for which they are not indemnified by the
Company that any such persons may become legally obligated to pay on
account of claims made against them for any error, misstatement or
misleading statement, act or omission, or neglect or breach of duty
committed, attempted or allegedly committed or attempted by such
persons in the discharge of their duties to the Company in their
capacities as directors or officers, or any matter claimed against
them solely by reason of their serving in such capacities. The
officers' and directors' liability insurance policy also insures the
Company, up to specified amounts and with specified exceptions,
against any indemnification payments made by the Company to directors
and officers and former directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
4.1 Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K dated March 19,
1992 (the "1991 Form 10-K")).
4.2 Certificate of Correction to Certificate of
Incorporation dated May 13, 1987 (incorporated by
reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K dated March 18, 1993 (the "1992
Form 10-K")).
4.3 Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated
April 16, 1987 (incorporated by reference to Exhibit
3.3 to the 1991 Form 10-K).
4.4 Certificate of Amendment of Certificate of
Incorporation of the Company dated May 4, 1988
(incorporated by reference to Exhibit 3.4 to the 1992
Form 10-K).
4.5 Amended Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated
May 4, 1988 (incorporated by reference to Exhibit 3.5
to the 1992 Form 10-K).
4.6 Certificate of Designation of Series B Common Stock
of the Company dated May 4, 1988 (incorporated by
reference to Exhibit 3.6 to the 1992 Form 10-K).
4.7 Bylaws of the Company, effective December 16, 1992
(incorporated by reference to Exhibit 3.7 to the 1992
Form 10-K).
4.8 Specimen Form of Certificate representing shares of
the Company's Series A Common Stock (incorporated by
reference to Exhibit 4.2 to the 1992 Form 10-K).
4.9 Specimen Form of Certificate representing shares of
the Company's Series B Common Stock (incorporated by
reference to Exhibit 4.3 to the Company's Annual
Report on Form 10-K dated March 20, 1989).
</TABLE>
II-2
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<TABLE>
<S> <C>
4.10 The A.H. Belo Corporation Employee Savings and
Investment Plan (incorporated by reference to Exhibit
10.4(13) to the Company's Annual Report on Form 10-K
dated March 27, 1990).
4.11 First Amendment to the A.H. Belo Corporation Employee
Savings and Investment Plan dated January 29, 1992
(incorporated by reference to Exhibit 10.3(15) to the
1992 Form 10-K).
4.12 Second Amendment to the A.H. Belo Corporation
Employee Savings and Investment Plan dated October
22, 1992 (incorporated by reference to Exhibit
10.3(16) to the 1992 Form 10-K).
4.13 Third Amendment to the A.H. Belo Corporation Employee
Savings and Investment Plan dated May 12, 1993.
4.14 Fourth Amendment to the A.H. Belo Corporation
Employee Savings and Investment Plan dated December
15, 1993.
4.15 Form of the A.H. Belo Corporation Employee Savings
and Investment Plan Trust (incorporated by reference
to Exhibit 4b to Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (Registration
Number 33-30994) filed September 29, 1989).
4.16 Trust Agreement dated as of October 27, 1989 between
A.H. Belo Corporation and Fidelity Management Trust
Company (Non-Sponsor Stock Assets).
4.17 Amendment to Trust Agreement dated as of July 1, 1990
between Fidelity Management Trust Company and A.H.
Belo Corporation.
4.18 Second Amendment to Trust Agreement dated as of
November 15, 1992 between Fidelity Management Trust
Company and A.H. Belo Corporation.
4.19 Third Amendment to Trust Agreement dated as of
September 1, 1993 between Fidelity Management Trust
Company and A.H. Belo Corporation.
4.20 Fourth Amendment to Trust Agreement dated as of
January 1, 1994 between Fidelity Management Trust
Company and A.H. Belo Corporation.
4.21 Master Defined Contribution Trust Agreement dated
December 22, 1992 and effective January 1, 1993 by
and between A.H. Belo Corporation and Mellon Bank,
N.A.
4.22 Form of Rights Agreement dated March 10, 1986 between
the Company and RepublicBank Dallas, National
Association as Rights Agent, which includes as
Exhibit B thereto the Form of Right Certificate
(incorporated by reference to Exhibit 4.8 to the 1991
Form 10-K).
4.23 Supplement No. 1 to Rights Agreement dated April 9,
1987 (incorporated by reference to Exhibit 4.9 to the
1991 Form 10-K).
4.24 Supplement No. 2 to Rights Agreement dated May 6,
1987 (incorporated by reference to Exhibit 4.9 to the
1992 Form 10- K).
</TABLE>
II-3
<PAGE> 6
<TABLE>
<S> <C>
4.25 Supplement No. 3 to Rights Agreement dated May 19,
1988 (incorporated by reference to Exhibit 4.10 to
the 1992 Form 10-K).
4.26 Supplement No. 4 to Rights Agreement dated December
12, 1988 substituting Manufacturers Hanover Trust
Company as Rights Agent (incorporated by reference to
Exhibit 4.12 to the Company's Annual Report on Form
10-K dated March 20, 1989).
5 Opinion of Locke Purnell Rain Harrell (A Professional
Corporation) (incorporated by reference to Exhibit 5
to Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (Registration Number 33-30994)
filed September 29, 1989).
23.1 Consent of Locke Purnell Rain Harrell (A Professional
Corporation) (incorporated by reference to Exhibit 5
to Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (Registration Number 33-30994)
filed September 29, 1989).
23.2 Consent of Ernst & Young.
24 Power of Attorney (incorporated by reference to page
II-4 of the Registration Statement on Form S-8
(Registration Number 33-30994) filed September 11,
1989).
</TABLE>
The Company hereby undertakes that it will submit or has submitted the
Plan and any amendments thereto to the Internal Revenue Service (the "IRS") in
a timely manner and has made or will make all changes required by the IRS in
order to qualify the Plan.
II-4
<PAGE> 7
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Company pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under
the Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the
Exchange Act and each filing of the Plan's Annual
Report pursuant to Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers
and controlling persons of the Company pursuant to
the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the
Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or
controlling person of the Company in the successful
defense of any action, suit or proceeding) is
asserted by such director, officer or controlling
person in connection with the securities being
registered, the Company will, unless in the opinion
of its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the
final adjudication of such issue.
II-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company has duly caused this Post-Effective Amendment No. 1 to the Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on the 18th day of
January, 1994.
A.H. BELO CORPORATION
By: /s/ MICHAEL J. McCARTHY
------------------------------------
Michael J. McCarthy
Senior Vice President,
General Counsel and Secretary
II-6
<PAGE> 9
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Form S-8 Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
*
ROBERT W. DECHERD Chairman of the Board, President January 18, 1994
- ---------------------------------- and Chief Executive
Robert W. Decherd Officer
(Principal Executive Officer)
*
WARD L. HUEY, JR. Vice Chairman of the Board January 18, 1994
- ---------------------------------- and President of the Company's
Ward L. Huey, Jr. Broadcast Division
*
BURL OSBORNE Director, Publisher and Editor January 18, 1994
- ---------------------------------- of The Dallas Morning News, Inc.
Burl Osborne
*
JOHN W. BASSETT, JR. Director January 18, 1994
- ----------------------------------
John W. Bassett, Jr.
Director January __, 1994
- ----------------------------------
Judith L. Craven, M.D., M.P.H.
*
JOE M. DEALEY Director and Former January 18, 1994
- ---------------------------------- Chairman of the Board
Joe M. Dealey
*
DEALEY D. HERNDON Director January 18, 1994
- ----------------------------------
Dealey D. Herndon
Director January __, 1994
- ----------------------------------
Lester A. Levy
*
JAMES M. MORONEY, JR. Director and Former January 18, 1994
- ---------------------------------- Chairman of the Board
James M. Moroney, Jr.
*
REECE A. OVERCASH, JR. Director January 18, 1994
- ----------------------------------
Reece A. Overcash, Jr.
*
HUGH G. ROBINSON Director January 18, 1994
- ----------------------------------
Hugh G. Robinson
*
WILLIAM H. SEAY Director January 18, 1994
- ----------------------------------
William H. Seay
*
WILLIAM T. SOLOMON Director January 18, 1994
- ----------------------------------
William T. Solomon
*
THOMAS B. WALKER, JR. Director January 18, 1994
- ----------------------------------
Thomas B. Walker, Jr.
</TABLE>
II-7
<PAGE> 10
<TABLE>
<S> <C> <C>
*
J. McDONALD WILLIAMS Director January 18, 1994
- ----------------------------------
J. McDonald Williams
Director January __, 1994
- ----------------------------------
Arturo Madrid, Ph.D.
*
MICHAEL D. PERRY Senior Vice President January 18, 1994
- ---------------------------------- and Chief Financial Officer
Michael D. Perry (Principal Financial
Officer and Principal
Accounting Officer)
*
By: /s/ MICHAEL J. McCARTHY
------------------------------------------
Michael J. McCarthy, Attorney-in-Fact
</TABLE>
II-8
<PAGE> 11
Pursuant to the requirements of the Securities Act of 1933, the
Trustee (or other persons who administer the Plan) have caused this
Post-Effective Amendment No. 1 to the Form S-8 Registration Statement to be
signed on behalf of the Plan by the undersigned, thereunto duly authorized, in
the City of Dallas, State of Texas, on the 18th day of January, 1994.
THE A.H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT
PLAN
By: /s/ MICHAEL D. PERRY
-------------------------------------
Printed Name: Michael D. Perry
Title: Chairman, Administrative Committee
II-9
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NUMBER DESCRIPTION PAGE
-------------- ----------- ------------
<S> <C> <C>
4.1 Certificate of Incorporation of the Company (incorporated N/A
by reference to Exhibit 3.1 to the Company's Annual Report on
Form 10-K dated March 19, 1992 (the "1991 Form 10-K"))
4.2 Certificate of Correction to Certificate of Incorporation N/A
dated May 13, 1987 (incorporated by reference to Exhibit 3.2
to the Company's Annual Report on Form 10-K dated March 18,
1993 (the "1992 Form 10-K"))
4.3 Certificate of Designation of Series A Junior Participating N/A
Preferred Stock of the Company dated April 16, 1987 (incorporated
by reference to Exhibit 3.3 to the 1991 Form 10-K)
4.4 Certificate of Amendment of Certificate of Incorporation of N/A
the Company dated May 4, 1988 (incorporated by reference to
Exhibit 3.4 to the 1992 Form 10-K)
4.5 Amended Certificate of Designation of Series A Junior Participating N/A
Preferred Stock of the Company dated May 4, 1988 (incorporated by
reference to Exhibit 3.5 to the 1992 Form 10-K)
4.6 Certificate of Designation of Series B Common Stock of the N/A
Company dated May 4, 1988 (incorporated by reference to
Exhibit 3.6 to the 1992 Form 10-K)
4.7 Bylaws of the Company, effective December 16, 1992 (incorporated N/A
by reference to Exhibit 3.7 to the 1992 Form 10-K)
4.8 Specimen Form of Certificate representing shares of the Company's N/A
Series A Common Stock (incorporated by reference to Exhibit 4.2 to
the 1992 Form 10-K)
4.9 Specimen Form of Certificate representing shares of the Company's N/A
Series B Common Stock (incorporated by reference to Exhibit 4.3 to
the Company's Annual Report on Form 10-K dated March 20, 1989)
4.10 The A.H. Belo Corporation Employee Savings and Investment Plan N/A
(incorporated by reference to Exhibit 10.4(13) to the Company's
Annual Report on Form 10-K dated March 27, 1990)
4.11 First Amendment to the A.H. Belo Corporation Employee Savings N/A
and Investment Plan dated January 29, 1992 (incorporated by
reference to Exhibit 10.3(15) to the 1992 Form 10-K)
4.12 Second Amendment to the A.H. Belo Corporation Employee Savings N/A
and Investment Plan dated October 22, 1992 (incorporated by
reference to Exhibit 10.3(16) to the 1992 Form 10-K)
</TABLE>
<PAGE> 13
<TABLE>
<S> <C> <C>
4.13 Third Amendment to the A.H. Belo Corporation Employee Savings
and Investment Plan dated May 12, 1993
4.14 Fourth Amendment to the A.H. Belo Corporation Employee Savings
and Investment Plan dated December 15, 1993
4.15 Form of the A.H. Belo Corporation Employee Savings and Investment N/A
Plan Trust (incorporated by reference to Exhibit 4b to Pre-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (Registration
Number 33-30994) filed September 29, 1989)
4.16 Trust Agreement dated as of October 27, 1989 between A.H. Belo
Corporation and Fidelity Management Trust Company (Non-Sponsor
Stock Assets)
4.17 Amendment to Trust Agreement dated as of July 1, 1990 between
Fidelity Management Trust Company and A.H. Belo Corporation
4.18 Second Amendment to Trust Agreement dated as of November 15, 1992
between Fidelity Management Trust Company and A.H. Belo Corporation
4.19 Third Amendment to Trust Agreement dated as of September 1, 1993
between Fidelity Management Trust Company and A.H. Belo Corporation
4.20 Fourth Amendment to Trust Agreement dated as of January 1, 1994
between Fidelity Management Trust Company and A.H. Belo Corporation
4.21 Master Defined Contribution Trust Agreement dated December 22, 1992
and effective January 1, 1993 by and between A.H. Belo Corporation
and Mellon Bank, N.A.
4.22 Form of Rights Agreement dated March 10, 1986 between the Company N/A
and RepublicBank Dallas, National Association as Rights Agent,
which includes as Exhibit B thereto the Form of Right Certificate
(incorporated by reference to Exhibit 4.8 to the 1991 Form 10-K)
4.23 Supplement No. 1 to Rights Agreement dated April 9, 1987 N/A
(incorporated by reference to Exhibit 4.9 to the 1991
Form 10-K)
4.24 Supplement No. 2 to Rights Agreement dated May 6, 1987 (incorporated N/A
by reference to Exhibit 4.9 to the 1992 Form 10-K)
4.25 Supplement No. 3 to Rights Agreement dated May 19, 1988 (incorporated N/A
by reference to Exhibit 4.10 to the 1992 Form 10-K)
4.26 Supplement No. 4 to Rights Agreement dated December 12, 1988 N/A
substituting Manufacturers Hanover Trust Company as Rights Agent
(incorporated by reference to Exhibit 4.12 to the Company's Annual
Report on Form 10-K dated March 20, 1989)
</TABLE>
<PAGE> 14
<TABLE>
<S> <C> <C>
5 Opinion of Locke Purnell Rain Harrell (A Professional Corporation) N/A
(incorporated by reference to Exhibit 5 to Pre-Effective
Amendment No. 1 to the Registration Statement on Form S-8
(Registration Number 33-30994) filed September 29, 1989)
23.1 Consent of Locke Purnell Rain Harrell (A Professional Corporation) N/A
(incorporated by reference to Exhibit 5 to Pre-Effective Amendment
No. 1 to the Registration Statement on Form S-8 (Registration
Number 33-30994) filed September 29, 1989)
23.2 Consent of Ernst & Young
24 Power of Attorney (Incorporated by reference to page II-4 of the N/A
Registration Statement on Form S-8 (Registration Number
33-30994) filed September 11, 1989)
</TABLE>
<PAGE> 1
EXHIBIT 4.13
<PAGE> 2
THIRD AMENDMENT
TO THE
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
A.H. Belo Corporation, a Delaware corporation, pursuant to
authorization of the Compensation Committee of its Board of Directors, adopts
the following amendments to the A.H. Belo Corporation Employee Savings and
Investment Plan (the "Plan").
1. Section 3.1(a) of the Plan is amended by deleting
"10%" and replacing it with "15%".
2. The first sentence of Section 3.2(a) of the Plan is
deleted in its entirety and replaced with the following:
"The Participating Employers will pay to the Trustee as a
matching contribution for each Plan Year an amount equal to 50% of
each Participant's Deferral Contributions, but only to the extent that
the Participant's Deferral Contributions do not exceed 6% of the
Participant's Compensation for the portion of the Plan Year with
respect to which he has authorized Deferral Contributions."
3. Section 4.2 of the Plan is amended by deleting "5%"
and replacing it with "6%".
4. Sections 14.1 and 14.2 of the Plan are amended in
their entirety to read as follows:
"14.1 Right to Amend the Plan.
(a) In General. The Company reserves to the
Compensation Committee of the Board of Directors the right to amend the Plan at
any time and from time to time to the extent it may deem advisable or
appropriate, provided that (i) no amendment will increase the duties or
liabilities of the Trustee without its written consent; (ii) no amendment will
cause a reversion of Plan assets to the Participating Employers not otherwise
permitted under the Plan; (iii) no amendment will have the effect of reducing
the percentage of the vested and nonforfeitable interest of any Participant in
his Account nor will the vesting provisions of the Plan be amended unless each
Participant with at least three Years of Service (including Years of Service
disregarded pursuant to the reemployment provisions (if any) of Article 5) is
permitted to elect to continue to have the prior vesting provisions apply to
him, within 60 days after the latest of the date on which the amendment
<PAGE> 3
is adopted, the date on which the amendment is effective, or the date on which
the Participant is issued written notice of the amendment; and (iv) no
amendment will be effective to the extent that it has the effect of decreasing
a Participant's Account balance or eliminating an optional form of distribution
as it applies to an existing Account balance.
(b) Authority of the Board. The Company also
reserves to the Board of Directors the right to amend the Plan at any time and
from time to time to the extent it may deem advisable or appropriate, subject
to the limitations on amendments set forth in subsection (a).
14.2 Amendment Procedure. Any amendment to the Plan will be made
only pursuant to action of the Board or of the Compensation Committee of the
Board. A certified copy of the resolutions adopting any amendment and a copy
of the executed amendment will be delivered to the Trustee, the Committee and
the Company. Upon such action by the Board or the Compensation Committee of
the Board, the Plan will be deemed amended as of the date specified as the
effective date by such action or in the instrument of amendment. The effective
date of any amendment may be before, on or after the date of such action,
except as otherwise set forth in Section 14.1."
Except as otherwise provided herein, the amendments set forth above
are effective with respect to contributions made to the Plan for payroll
periods beginning on and after July 1, 1993. The amendments set forth in
paragraphs 2 and 3 above will be effective with respect to Participants who are
covered by the Collective Bargaining Agreement between The Dallas Morning News,
Inc. and Dallas Typographical Union, No. 173 at such time as the increase in
matching contributions is not prohibited by the terms of such Collective
Bargaining Agreement or any successor agreement.
Executed at Dallas, Texas, this 12th day of May, 1993.
A. H. BELO CORPORATION
By /s/ Robert W. Decherd
- 2 -
<PAGE> 1
EXHIBIT 4.14
<PAGE> 2
FOURTH AMENDMENT
TO THE
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
A.H. Belo Corporation, a Delaware corporation, pursuant to
authorization of the Compensation Committee of its Board of Directors, adopts
the amendments to the A. H. Belo Corporation Employee Savings and Investment
Plan (the "Plan") set forth below, with reference to the following facts:
A. The Plan was adopted by the Company effective October 1, 1989.
B. Participant Deferral Contributions and Participating Employer
matching contributions to the Plan are calculated separately for each payroll
period. Section 3.2 of the Plan, however, provides for Participating Employer
contributions to be made on an annual basis to assure that each Participant
receives an allocation of the full matching contribution to which the
Participant would be entitled if Deferral Contributions were calculated on an
annual basis.
C. The Plan is being amended to clarify the manner in which
Participating Employer matching contributions will be calculated for any Plan
Year, including the 1993 Plan Year for which the rate of matching contributions
was previously modified, effective with respect to payroll periods beginning on
and after July 1, 1993.
D. The Plan is also being amended to comply with changes to the
limitation on compensation made by the Omnibus Budget Reconciliation Act of
1993.
NOW, THEREFORE, the Plan is amended as follows:
1. The third and fourth sentences of Section 1.8 of the
Plan, relating to the limitation on Compensation, are amended in their entirety
to read as follows:
The annual Compensation of an Employee taken into account for any purpose
<PAGE> 3
will not exceed $200,000 for any Plan Year ending before January 1,
1994, as adjusted in regulations prescribed by the Secretary of the
Treasury, and will not exceed $150,000 for any Plan Year beginning
after December 31, 1993, as adjusted in regulations prescribed by the
Secretary of the Treasury. For purposes of applying the $200,000 and
$150,000 limits set forth in the preceding sentence, if an Employee is
a Highly Compensated Employee (as defined in Section 10.2(m)) who is
either (i) a 5-percent owner, determined in accordance with Code
section 414(q) and the Treasury Regulations promulgated thereunder or
(ii) one of the 10 most highly compensated Employees ranked on the
basis of Compensation paid by the Controlled Group during the year,
such Highly Compensated Employee and the members of his family (as
hereafter defined) will be treated as a single employee and the
Compensation of each member of the family will be aggregated with the
Compensation of the Highly Compensated Employee.
2. Section 3.2 of the Plan is amended in its entirety to
read as follows:
3.2 Participating Employer Matching Contributions.
(a) Amount of Matching Contributions. The
Participating Employers will pay to the Trustee as a matching
contribution for each Plan Year an amount equal to 50% of each
Participant's Deferral Contributions, but only to the extent that the
Participant's Deferral Contributions do not exceed 6% of the
Participant's Compensation for the Plan Year (excluding Compensation
earned before the Participant was eligible to participate under
Section 2.1).
In addition, each Participating Employer may make an additional
matching contribution for any Plan Year if authorized by its board of
directors, but no Participating Employer will be required to make an
additional matching contribution for any Plan Year. Participating
Employer matching contributions may be made in cash or in shares of
Company Stock or both.
(b) Calculation of Matching Contributions.
Participating Employer matching contributions initially will be
calculated on the basis of Deferral Contributions and Compensation for
each payroll period within the Plan Year. Except as otherwise set
forth in Section 3.2(c), as of one or more dates within the Plan Year,
the Participating Employers will make an additional matching
contribution for a Participant to the extent necessary to cause the
matching contributions for such Participant for the Plan Year to be
equal to the amount required by Section 3.2(a) calculated on the basis
of the Participant's Deferral Contributions and Compensation for the
entire Plan Year (excluding Compensation earned before the Participant
was eligible to participate under Section 2.1).
- 2 -
<PAGE> 4
(c) Calculation of Matching Contributions for the
1993 Plan Year. Notwithstanding the provisions of Section 3.2(b), as
of one or more dates within the 1993 Plan Year, the Participating
Employers will make an additional matching contribution for a
Participant to the extent necessary to cause the total matching
contributions for such Participant for the Plan Year to be equal to
the sum of (i) 35% of the Participant's Deferral Contributions for the
Plan Year to the extent that such Deferral Contributions do not exceed
5% of the Participant's Compensation for the Plan Year, (ii) 15% of
the Participant's Deferral Contributions made with respect to payroll
periods beginning on and after July 1, 1993, to the extent that such
Deferral Contributions do not exceed 5% of the Participant's
Compensation for the Plan Year attributable to payroll periods
beginning on and after July 1, 1993, and (iii) 50% of the
Participant's Deferral Contributions made with respect to payroll
periods beginning on and after July 1, 1993, to the extent that such
Deferral Contributions are more than 5% and less than 6% of the
Participant's Compensation for the Plan Year attributable to payroll
periods beginning on and after July 1, 1993. For purposes of this
Section 3.2(c), Compensation does not include any wages or other
remuneration for services earned before the Participant was eligible
to participate under Section 2.1.
(d) Limitation on Matching Contributions.
Participating Employer matching contributions will be subject to the
contribution percentage limitation set forth in Section 10.7.
3. Section 3.4 of the Plan is amended in its entirety to
read as follows:
3.4 Time of Payment. Deferral Contributions and
Participating Employer matching contributions made with respect to
payroll periods will be paid to the Trustee as soon as practicable
following the close of each calendar month during the Plan Year.
Additional matching contributions (including the adjustments described
in Section 3.2(b) and (c)) may be paid to the Trustee on any date or
dates selected by the Participating Employer, but in no event later
than the time prescribed by law (including extensions) for filing the
Participating Employer's federal income tax return for its tax year
ending with or within the Plan Year.
4. Section 3.5 of the Plan is amended in its entirety to
read as follows:
3.5 Investment of Contributions. Participating
Employer matching contributions will be invested by the Trustee
pursuant to the Trust Agreement solely in shares of Company Stock,
provided, however, that from and after January 1, 1994, a Participant
who has attained age 55 may direct the Trustee to invest his Matching
Contribution Account in any other investment fund established
- 3 -
<PAGE> 5
under the Trust Agreement. The Deferral Contributions allocated to a
Participant's Deferral Contribution Account will be invested by the
Trustee in accordance with the Participant's directions in investment
funds established pursuant to the Trust Agreement. The Committee from
time to time will establish rules and procedures regarding Participant
investment directions, including without limitation rules and
procedures with respect to the manner in which such directions may be
furnished, the frequency with which such directions may be changed
during the Plan Year and the minimum portion of a Participant's
Account that may be invested in any one investment fund.
Executed at Dallas, Texas, this 15th day of December, 1993.
A.H. BELO CORPORATION
By /s/ Robert W. Decherd
Robert W. Decherd
Chairman of the Board, President
and Chief Executive Officer
- 4 -
<PAGE> 1
EXHIBIT 4.16
<PAGE> 2
MASTER DEFINED CONTRIBUTION TRUST AGREEMENT
by and between
A.H. BELO CORPORATION
and
MELLON BANK, N.A.
<PAGE> 3
Trust Agreement
Between
A.H. Belo Corporation
And
Fidelity Management Trust Company
__________________________________________________________
A.H. BELO CORPORATION EMPLOYEE SAVINGS AND INVESTMENT
PLAN TRUST FOR NON-SPONSOR STOCK ASSETS
__________________________________________________________
Dated as of October 27, 1989
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
1 Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 2
2 Exclusive Benefit and Reversion of
Sponsor Contributions . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 3
3 Disbursements . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 5
4 Investment of Trust . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 5
5 Recordkeeping to Be Performed . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 10
6 Compensation and Expenses . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 13
7 Directions and Indemnification . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 13
8 Resignation or Removal of Trustee . . . . . . . . . . . . . . .. . . . . . . . . . . . 15
9 Successor Trustee . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 15
10 Termination . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 16
11 Resignation, Removal, and Termination Notices . . . . . . . . .. . . . . . . . . . . . 16
12 Duration . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 17
13 Amendment or Modification . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 17
14 General . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 17
15 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 19
</TABLE>
Schedules
A. Recordkeeping Services
B. Fee Schedule
C. Investment Options
D. Administrator's Authorization Letter
E. Plan Statement
<PAGE> 5
TRUST AGREEMENT, dated as of the 27th day of October, 1989, between
A.H. Belo Corporation, a Delaware corporation, having an office at
Communications Center, Houston and Young Streets, Dallas, Texas 75265 (the
"Sponsor"), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust
company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109
(the "Trustee").
WITNESSETH:
WHEREAS, the Sponsor is the sponsor of the A.H. Belo Corporation
Employee Savings and Investment Plan (the "Plan"); and
WHEREAS, the Sponsor wishes to establish two trusts to hold and invest
plan assets under the Plan, one to hold its Sponsor stock assets and the other
to hold its non-Sponsor stock assets, for the exclusive benefit of participants
in the Plan and their beneficiaries; and
WHEREAS, the Sponsor has heretofore appointed NCNB National Bank of
North Carolina to act as the trustee of the trust holding the Sponsor stock
assets of the Plan and the Sponsor now desires to appoint the Trustee to act as
the trustee of the separate trust holding the non-Sponsor stock assets of the
Plan;
- 1 -
<PAGE> 6
WHEREAS, the Administrative Committee appointed pursuant to the Plan
(the Administrator") is both a named fiduciary of the Plan (within the meaning
of section 402(a) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA")) and the administrator of the Plan (within the meaning of
Section 3(16)(A) of ERISA); and
WHEREAS, the Trustee is willing to hold and invest the aforesaid plan
assets in trust among several investment options selected by the Administrator;
and
WHEREAS, the Sponsor wishes to have the Trustee perform certain
ministerial recordkeeping functions under the Plan; and
WHEREAS, the Trustee is willing to perform recordkeeping services for the
Plan if the services are purely ministerial in nature and are provided within a
framework of policies, interpretations, rules, practices, and procedures
conveyed in writing to the Trustee by the Administrator.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements set forth below, the Sponsor and the Trustee agree as
follows:
Section 1. Trust. The Sponsor hereby establishes the A.H. Belo Employee
Savings and Investment Plan Trust for Non-Sponsor Stock Assets (the "Trust"),
with the Trustee. The Trust shall consist of an initial contribution of money
or other property acceptable
- 2 -
<PAGE> 7
to the Trustee in its sole discretion, made by the Sponsor or transferred from
a previous trustee under the Plan, such additional sums of money as shall from
time to time be delivered to the Trustee under the Plan, all investments made
therewith and proceeds thereof, and all earnings and profits thereon, less the
payments that are made by the Trustee as provided herein, without distinction
between principal and income. The purpose of this Trust is to hold and invest
that portion of the Plan which shall consist of non-Sponsor stock and the
Trustee shall in no way be responsible for the separate trust holding sponsor
stock assets. The Trustee hereby accepts the Trust on the terms and conditions
set forth in this Agreement. In accepting this Trust, the Trustee shall be
accountable for the assets received by it, subject to the terms and conditions
of this Agreement.
Section 2. Exclusive Benefit and Reversion of Sponsor Contributions.
(a) Except as provided in paragraphs (b), (c), and (d) of this
Section, no part of the Trust may be used for, or diverted to, purposes other
than the exclusive benefit of the participants in the Plan or their
beneficiaries prior to the satisfaction of all liabilities with respect to the
participants and their beneficiaries.
(b) In the case of contributions made by the Sponsor prior to the
receipt of the initial determination letter from the Internal Revenue Service
with respect to the Plan, the Sponsor may direct the Trustee to return to the
Sponsor those
- 3 -
<PAGE> 8
contributions and all earnings thereon within one year after the Internal
Revenue Service refuses in writing to issue such a letter.
(c) In the case of any portion of a contribution made by the
Sponsor by a mistake of fact, the Sponsor may direct the Trustee to return to
the Sponsor that portion of the contribution within one year after the payment
of that portion of the contribution.
(d) In the case of any portion of a contribution made by the
Sponsor and disallowed by the Internal Revenue Service as a deduction under
section 404 of the Internal Revenue Code of 1986, the Sponsor may direct the
Trustee to return to the Sponsor that portion of the contribution within one
year after the Internal Revenue Service disallows the deduction in writing.
(e) Earnings attributable to the contributions returnable under
paragraph (c) or (d) shall not be returned to the Sponsor, and any losses
attributable to those contributions shall reduce the amount returned.
(f) The rights of any participant or beneficiary to and in any
benefits under the Plan shall not be subject to assignment or alienation, and
no participant or beneficiary shall have the power to assign, transfer or
dispose of such rights, nor shall any such rights to benefits be subject to
attachment, execution, garnishment, sequestration, the laws of bankruptcy or
any other
- 4 -
<PAGE> 9
legal or equitable process. The foregoing provision shall not apply with
respect to qualified domestic relations orders as defined in section 414(p) of
the Internal Revenue Code of 1986 and section 206(d)(3) of ERISA.
Section 3. Disbursements.
(a) The Trustee shall make disbursements in the amounts and in the
manner that the Administrator directs from time to time in writing. The
Trustee shall have no responsibility to ascertain any direction's compliance
with the terms of the Plan or of any applicable law or the direction's effect
for tax purposes or otherwise; nor shall the Trustee have any responsibility to
see to the application of any disbursement.
(b) The Trustee shall not be required to make any disbursement in
excess of the net realizable value of the assets of the Trust at the time of
the disbursement. The Trustee shall not be required to make any disbursement
in cash unless the Administrator has provided a written direction as to the
assets to be converted to cash for the purpose of making the disbursement.
Section 4. Investment of Trust.
(a) The Trustee shall have no responsibility for the selection of
investment options under the Trust and shall not render investment advice to
any person in connection with the selection of such options.
- 5 -
<PAGE> 10
(b) The Administrator shall direct the Trustee as to what
investment options Plan participants may invest in, subject to the following
limitations. The Administrator may determine to offer as investment options
only (i) securities issued by the investment companies advised by Fidelity
Management & Research Company, (ii) notes evidencing loans to Plan participants
in accordance with the terms of the Plan, and (iii) collective investment funds
maintained by the Trustee for qualified plans; provided, however, that the
Trustee shall be considered a fiduciary with investment discretion only with
respect to Plan assets that are in collective investment funds maintained by
the Trustee for qualified plans.
(c) Each Plan participant or the Administrator, as provided in
the Plan, shall direct the Trustee in which investment option(s) to invest the
assets in the participant's individual accounts. Such directions may be made
by Participants by use of the telephone exchange system maintained for such
purpose by the Trustee or its agent. Any direction made by a Participant using
the telephone exchange system shall be treated as a direction made in writing
by the Administrator for purposes of Section 7 hereafter. Such investments (or
exchanges among investment options) shall be made on the same business day that
the Trustee receives a proper direction and monies if received before 4:00 P.M.
eastern time; if received after 4:00 P.M. eastern time, the investments shall
be made the following business day. In the event that the Trustee fails to
receive a proper direction, the assets shall be invested in the securities
- 6 -
<PAGE> 11
of the investment company advised by Fidelity Management & Research Company set
forth on Schedule "C", until the Trustee receives a proper direction. In
addition, contributions the Trustee receives from the Sponsor on other than a
valuation date shall be invested in the securities of that investment company
until the following valuation date. For purposes of this Section 4(c),
"valuation date" shall mean any date on which the New York Stock Exchange is
open. Withdrawals (other than those made to accomplish exchanges) shall be
made within ten (10) days of receipt by the Trustee of a proper direction to
withdraw. Furthermore, if any assets allocable to Participants accounts
hereunder are received from a predecessor trustee, such assets shall be
invested in the securities of the investment company advised by Fidelity
Management & Research Company set forth on Schedule "C" until the Trustee
receives a full reconciliation of such assets from the predecessor trustee, at
which time such assets shall then be invested pursuant to proper directions
received from the Administrator or participant as the case may be.
(d) At the time of mailing of notice of each annual or special
stockholders' meeting of any investment company, the Trustee shall send a copy
of the notice and all proxy solicitation materials to each Plan participant who
has shares of the investment company credited to the participant's accounts,
together with a voting direction form for return to the Trustee or its
designee. The participant shall have the right to direct the Trustee as to the
manner in which the Trustee is to vote the
- 7 -
<PAGE> 12
shares credited to the participant's accounts (both vested and invested). The
Trustee shall vote the shares as directed by the participant. The Trustee
shall not vote shares for which it has received no directions from the
participant. With respect to all rights other than the right to vote, the
Trustee shall follow the directions of the participant and if no such
directions are received, the directions of the Administrator. The Trustee
shall have no duty to solicit directions from participants.
(e) (i) The Trustee shall not be liable for any loss, or by
reason of any breach, which arises from any participant's exercise or
non-exercise of rights under this Section 4 over the assets in the
participant's accounts.
(ii) The Trustee shall not be liable for any loss, or by
reason of any breach, which arises from the Administrator's exercise or
non-exercise of rights under this Section 4, unless it was clear on their face
that the actions to be taken under the Administrator's directions were
prohibited by the fiduciary duty rules of section 404(a) of ERISA or were
contrary to the terms of the Plan or this Agreement.
(f) The Trustee shall have the following powers and authority:
(i) Subject to paragraphs (b) and (c) of this Section 4,
to sell, exchange, convey, transfer, or otherwise dispose of any property held
in the Trust, by private contract or at public auction. No person dealing with
the Trustee shall be bound to see to the application of the purchase money or
other property
- 8 -
<PAGE> 13
delivered to the Trustee or to inquire into the validity, expediency, or
propriety of any such sale or other disposition.
(ii) Subject to paragraphs (b) and (c), to invest in
short term investments (including interest bearing accounts with the Trustee or
money market mutual funds advised by affiliates of the Trustee) and in
collective investment funds maintained by the Trustee for qualified plans in
which case the provisions of each collective investment fund in which the Trust
is invested shall be deemed adopted by the Sponsor and the provisions thereof
incorporated as a part of this Trust as long as the fund remains exempt from
taxation under Section 401(a) and 501(a) of the Internal Revenue Code of 1986,
as amended.
(iii) To cause any securities or other property held as
part of the Trust to be registered in the Trustee's own name, in the name of
one or more of its nominees, or in the Trustee's account with the Depository
Trust Company of New York and to hold any investments in bearer form, but the
books and records of the Trustee shall at all times show that all such
investments are part of the Trust.
(iv) To keep that portion of the Trust in cash or cash
balances as the Administrator may, from time to time, deem to be in the best
interest of the Trust.
(v) To make, execute, acknowledge, and deliver any and
all documents of transfer or conveyance and to carry out the powers herein
granted.
(vi) To settle, compromise, or submit to arbitration any
claims, debts, or damages due to or arising from the Trust; to commence or
defend suits or legal or administrative
- 9 -
<PAGE> 14
proceedings; to represent the Trust in all suits and legal and administrative
hearings; and to pay all reasonable expenses arising from any such action, from
the Trust if not paid by the Sponsor.
(vii) With the consent of the Administrator to employ
legal, accounting, clerical, and other assistance as may be required in
carrying out the provisions of this Agreement and to pay their reasonable
expenses and compensation from the Trust if not paid by the Sponsor.
(viii) To do all other acts although not specifically
mentioned herein, as the Trustee may deem necessary to carry out any of the
foregoing powers and the purposes of the Trust.
Section 5. Recordkeeping to Be Performed.
(a) The Trustee shall perform only the recordkeeping services set
forth on Schedule "A" attached hereto and made a part hereof, as amended from
time to time, and only within a framework of policies, interpretations, rules,
practices, and procedures that the Administrator shall provide in writing to
the Trustee.
(b) The Trustee shall keep accurate accounts of all investments,
receipts, disbursements, and other transactions hereunder and shall report the
value of the assets held in the Trust as of the last day of each fiscal quarter
of the Plan and,
- 10 -
<PAGE> 15
if not on the last day of a fiscal quarter, the date on which the Trustee
resigns or is removed as provided in Section 9 of this Agreement or is
terminated as provided in Section 10 (the "Reporting Date"). Within thirty
(30) days following each Reporting Date or within sixty (60) days in the case
of a Reporting Date caused by the resignation or removal of the Trustee, or the
termination of this Agreement, the Trustee shall file with the Administrator a
written account setting forth all investments, receipts, disbursements, and
other transactions effected by the Trustee between the Reporting Date and the
prior Reporting Date, and setting forth the value of the Trust as of the
Reporting Date. Except as otherwise required under ERISA, upon the expiration
of six (6) months from the date of filing such account with the Administrator,
the Trustee shall have no liability or further accountability to anyone with
respect to the propriety of its acts or transactions shown in such account,
except with respect to such acts or transactions as to which the Sponsor shall
within such six (6) month period file with the Trustee written objections.
(c) All records generated by the Trustee in accordance with
paragraphs (a) and (b) shall be open to inspection and audit, during the
Trustee's regular business hours prior to the termination of this Agreement, by
the Administrator or any person designated by the Administrator. Upon the
resignation or removal of the Trustee or the termination of this Agreement, the
Trustee shall provide to the Administrator, at no expense to the Sponsor,
- 11 -
<PAGE> 16
in the format regularly provided to the Administrator, a statement of each
participant's accounts as of the resignation, removal, or termination, and the
Trustee shall provide to the Administrator or the Plan's new recordkeeper such
further records as are reasonable, at the Sponsor's expense.
(d) The Trustee's provision of the recordkeeping services set
forth in this Section 5 shall be conditioned on the Sponsor delivering to the
Trustee a copy of any amendment to the Plan as soon as administratively
feasible following the amendment's adoption and on the Administrator providing
the Trustee on a timely basis with all the information the Administrator deems
necessary for the Trustee to perform the recordkeeping services and such other
information as the Trustee may reasonably request. The Trust may request a
copy of the determination letter issued with respect to any subsequent Plan
amendment.
(e) The Administrator shall be responsible for the preparation
and filing of all returns, reports, and information required of the Trust or
Plan by law. The Trustee shall provide the Administrator with such information
as the Administrator may reasonably request to make these filings. The
Administrator shall also be responsible for making any disclosures to
Participants required by law including, without limitation, such disclosures as
may be required under federal or state truth-in-lending laws with regard to
Participant loans.
- 12 -
<PAGE> 17
Section 6. Compensation and Expenses. Within thirty (30) days of receipt of
the Trustee's quarterly bill, which shall be computed in accordance with
Schedule "B" attached hereto and made a part hereof, as amended from time to
time, the Sponsor shall send to the Trustee a payment in such amount. All
expenses of the Trustee relating directly to the acquisition and disposition of
investments constituting part of the Trust, and all taxes of any kind
whatsoever that may be levied or assessed under existing or future laws upon or
in respect of the Trust or the income thereof, shall be a charge against and
paid from the appropriate Plan participants' accounts.
Section 7. Directions and Indemnification.
(a) The Trustee shall be fully protected in relying on the fact
that the Administrator under the Plan is the person named as such above or such
other individuals or persons as the Sponsor may notify the Trustee in writing.
(b) Whenever the Administrator provides a direction to the
Trustee, the Trustee shall not be liable for any loss, or by reason of any
breach, arising from its compliance with the direction if the direction is
contained in a writing (or is oral and immediately confirmed in a writing)
signed by any individual whose name and signature have been submitted (and not
withdrawn) in writing to the Trustee by the Administrator (see Schedule
- 13 -
<PAGE> 18
"D"), provided the Trustee reasonably believes the signature of the individual
to be genuine. The Trustee shall have no responsibility to ascertain any
direction's (i) accuracy, (ii) compliance with the terms of the Plan or any
applicable law, or (iii) effect for tax purposes or otherwise.
(c) In any other case, the Trustee shall not be liable for any
loss, or by reason of any breach, arising from any act or omission of another
fiduciary under the Plan except as provided in section 405(a) of ERISA.
(d) The Sponsor shall indemnify the Trustee against, and hold the
Trustee harmless from, any and all loss, damage, penalty, liability, cost, and
expense, including without limitation, reasonable attorneys' fees and
disbursements, that may be incurred by, imposed upon, or asserted against the
Trustee by reason of any claim, regulatory proceeding, or litigation arising
from any act done or omitted to be done by any individual or person with
respect to the Plan or Trust, excepting only any and all loss, etc., arising
solely from the Trustee's negligence, willful misconduct or bad faith.
(e) The provisions of this Section 7 shall survive the
termination of this Agreement.
- 14 -
<PAGE> 19
Section 8. Resignation or Removal of Trustee.
(a) The Trustee may resign at any time upon sixty (60) days'
notice in writing to the Sponsor, unless a shorter period of notice is agreed
upon by the Sponsor.
(b) The Sponsor may remove the Trustee at any time upon sixty
(60) days' notice in writing to the Trustee, unless a shorter period of notice
is agreed upon by the Trustee.
Section 9. Successor Trustee.
(a) If the office of Trustee becomes vacant for any reason, the
Sponsor may in writing appoint a successor trustee under this Agreement. The
successor trustee shall have all of the rights, powers, privileges,
obligations, duties, liabilities, and immunities granted to the Trustee under
this Agreement. The successor trustee and predecessor trustee shall not be
liable for the acts or omissions of the other with respect to the Trust.
(b) When the successor trustee accepts its appointment under this
Agreement, title to and possession of the Trust assets shall immediately vest
in the successor trustee without any further action on the part of the
predecessor trustee. The predecessor trustee shall execute all instruments and
do all acts that reasonably may be necessary or reasonably may be requested in
writing by the Sponsor or the successor trustee to vest title to all Trust
assets in the successor trustee or to deliver all Trust assets to the successor
trustee.
- 15 -
<PAGE> 20
(c) Any successor of the Trustee or successor trustee, through
sale or transfer of the business or trust department of the Trustee or
successor trustee, or through reorganization, consolidation, or merger, or any
similar transaction, shall, upon consummation of the transaction, become the
successor trustee under this Agreement.
Section 10. Termination. This Agreement may be terminated at any time by the
Sponsor upon sixty (60) days' notice in writing to the Trustee. On the date of
the termination of this Agreement, the Trustee shall forthwith transfer and
deliver to such individual or entity as the Sponsor shall designate, all cash
and assets then constituting the Trust. If, by the termination date, the
Sponsor has not notified the Trustee in writing as to whom the assets and cash
are to be transferred and delivered, the Trustee may bring an appropriate
action or proceeding for leave to deposit the assets and cash in a court of
competent jurisdiction. The Trustee shall be reimbursed by the Sponsor for all
costs and expenses of the action or proceeding including, without limitation,
reasonable attorneys' fees and disbursements.
Section 11. Resignation, Removal, and Termination Notices. All notices of
resignation, removal, or termination under this Agreement must be in writing
and mailed to the party to which the notice is being given by certified or
registered mail, return receipt requested, to the Sponsor c/o Assistant General
Counsel,
- 16 -
<PAGE> 21
Communications Center, Houston and Young Streets, Dallas, Texas 75265 and to
the Trustee c/o John M. Kimpel, Fidelity Investments, 82 Devonshire Street,
Boston, Massachusetts 02109, or to such other addresses as the parties have
notified each other of in the foregoing manner.
Section 12. Duration. This Trust shall continue in effect without limit as to
time, subject, however, to the provisions of this Agreement relating to
amendment, modification, and termination thereof.
Section 13. Amendment or Modification. Subject to the provisions of Section
2, this Agreement may be amended or modified at any time and from time to time
only by an instrument executed by both the Sponsor and the Trustee. In
addition, the Plan may not be amended in any way that might affect the
Trustee's responsibilities hereunder without first obtaining the written
consent of the Trustee. The Trustee shall not unreasonably withhold its
consent to any amendment or modification of this Agreement or the Plan required
to obtain or maintain the Trust's qualified status under section 401(a) of the
Internal Revenue Code of 1986. Notwithstanding the foregoing, to reflect
increased operating costs the Trustee may once each calendar year amend
Schedule "B" without the Sponsor's consent upon seventy-five (75) days written
notice to the Sponsor.
Section 14. General.
(a) Employment of Affiliates as Agents for Trustee. The
- 17 -
<PAGE> 22
Sponsor acknowledges and authorizes that the Trustee may employ its affiliates
to act as its agent in the performance of its responsibilities under this
Agreement. In particular, the Sponsor specifically acknowledges and authorizes
that the Trustee may employ Fidelity Investments Institutional Operations
Company or its successor to perform recordkeeping functions under this
Agreement. The expenses and compensation of any such agent shall be paid by
the Trustee out of its fees described in Schedule "B" attached hereto.
(b) Entire Agreement. This Agreement contains all of the terms
agreed upon between the parties with respect to the subject matter hereof.
(c) Waiver. No waiver by either party of any failure or refusal
to comply with an obligation hereunder shall be deemed a waiver of any other or
subsequent failure or refusal to so comply.
(d) Successors and Assigns. The stipulations in this Agreement
shall inure to the benefit of, and shall bind, the successors and assigns of
the respective parties.
(e) Partial Invalidity. If any term or provision of this
Agreement or the application thereof to any person or circumstances shall, to
any extent, be invalid or unenforceable, the remainder of this Agreement, or
the application of such term or provision to persons or circumstances other
than those as to
- 18 -
<PAGE> 23
which it is held invalid or unenforceable, shall not be affected thereby, and
each term and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
(f) Section Headings. The headings of the various sections and
subsections of this Agreement have been inserted only for the purposes of
convenience and are not part of this Agreement and shall not be deemed in any
manner to modify, explain, expand or restrict any of the provisions of this
Agreement.
Section 15. Governing Law.
(a) This Agreement is being made in the Commonwealth of
Massachusetts, and the Trust shall be administered as a Massachusetts trust.
The validity, construction, effect, and administration of this Agreement shall
be governed by and interpreted in accordance with the laws of the Commonwealth
of Massachusetts, except to the extent those laws are superseded under section
514 of ERISA.
(b) The Trustee is not a party to the Plan, and in the event of
any conflict between the provisions of the Plan and the provisions of this
Agreement, the provisions of this Agreement shall control.
- 19 -
<PAGE> 24
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the day and year first
above written.
A.H. BELO CORPORATION
Attest: /s/ Michael D. Perry By /s/ Michael J. McCarthy
Senior Vice President
FIDELITY MANAGEMENT TRUST COMPANY
Attest: /s/ Signature Illegible By /s/ James M. McKinney
Clerk Executive Vice President
- 20 -
<PAGE> 25
Schedule "A"
RECORDKEEPING SERVICES
Administration
- -- Establishment and maintenance of participant account and election
percentages.
- -- Maintenance of three plan investment options:
- Fidelity Retirement Government Money Market
- Fidelity Puritan Fund
- Fidelity Magellan Fund
- -- Maintenance of two money classifications:
- Employee Pre-Tax
- Employer Match
- -- Processing of mutual fund trades.
- -- The Trustee will provide only the recordkeeping services set forth on
this Schedule "A" and no others.
Processing
- -- Monthly processing of contribution data
- -- Processing of transfers and changes of future allocations via the
Telephone Exchange system. (Monthly, Quarterly, Semi-annually,
Annually).
- -- Monthly processing of withdrawals.
Other
- -- Monthly trial balance
- -- Quarterly administrative reports
- -- Quarterly participant statements
- -- 1099Rs and W-2Ps
- -- Participant Loans
- -- Performance of section 401(k) limitation testing upon request. In
order to obtain this service, the client shall be required to provide
the information identified in the Fidelity Discrimination Testing
Package Guidelines.
- -- Telephone Exchange.
ADMINISTRATIVE COMMITTEE FIDELITY MANAGEMENT TRUST
COMPANY
By /s/ Dean H. Blythe 10/27/89 By /s/ James M. McKinney 12/5/89
Date Executive Vice President Date
- 21 -
<PAGE> 26
Schedule "B"
FEE SCHEDULE
Recordkeeping Fees
-- Annual Participant Fee $18.00 per participant, billed and
(See below) payable quarterly, subject to a
$7,500.00* per year minimum.
-- Account Establishment Fee $2.50 per participant, minimum
$2,500.
-- Loan Fee $10.00 per loan set-up and $15 per
participant per loan billed and
payable quarterly.
-- Other Fees: extraordinary expenses resulting from large numbers of
simultaneous manual transactions or from errors not caused by
Fidelity.
*This fee will be imposed pro rata for each calendar quarter, or any
part thereof, that it remains necessary to keep a participant's
account(s) as part of the Plan's records, e.g., vested, deferred,
forfeiture, top-heavy and terminated participants who must remain on
file through calendar year-end for 1099R reporting.
Trustee Fees
Mutual Funds:
.02% of the assets in the Trust as of the calendar quarter's last
valuation date, but not less than $2,500.00 and not greater than
$5,000.00. Such fees will be billed quarterly. .25% company stock with a
minimum of $10,000.00 when combined with mutual funds.
A.H. BELO CORPORATION FIDELITY MANAGEMENT TRUST COMPANY
By /s/ Michael J. McCarthy 10/27/89 By /s/ James M. McKinney 12/5/89
Date Executive Vice President Date
- 22 -
<PAGE> 27
Schedule "C"
INVESTMENT OPTIONS
In accordance with Section 4(b), the Administrator hereby directs the
Trustee that participants' individual accounts may be invested in the following
investment options:
- Fidelity Retirement Government Money Market
- Fidelity Puritan Fund
- Fidelity Magellan Fund
The investment company advised by Fidelity Management & Research Company
referred to in Section 4(c) shall be Retirement Government Money Market.
ADMINISTRATIVE COMMITTEE
By /s/ Dean H. Blythe 10/27/89
- 23 -
<PAGE> 28
Schedule "D"
{Administrator's Letterhead}
Mr. Peter Smail
Fidelity Investments Institutional Operations Company
82 Devonshire Street
Boston, Massachusetts 02109
(Name of Plan)
Dear Mr. Smail:
This letter is sent to you in accordance with Section 7(b) of the Trust
Agreement, dated as of {date}, between {name of Plan Sponsor} and Fidelity
Management Trust Company. {I or We} hereby designate {name of individual},
{name of individual}, and {name of individual}, as the individuals who may
provide directions upon which Fidelity Management Trust Company shall be fully
protected in relying. Only one such individual need provide any direction.
The signature of each designated individual is set forth below and certified to
be such.
You may rely upon each designation and certification set forth in this
letter until {I or we} deliver to you written notice of the termination of
authority of a designated individual.
Very truly yours,
{ADMINISTRATOR}
By
{signature of designated individual}
{name of designated individual}
{signature of designated individual}
{name of designated individual}
{signature of designated individual}
{name of designated individual}
- 24 -
<PAGE> 29
Schedule "E"
{Named Fiduciary's Letterhead}
Mr. Peter Smail
Fidelity Investments Institutional Operations Company
82 Devonshire Street
Boston, Massachusetts 02109
(Name of Plan)
Dear Mr. Smail:
This letter is sent to you in accordance with Section 7(c) of the Trust
Agreement, dated as of {date}, between {name of Plan Sponsor} and Fidelity
Management Trust Company. {I or We} hereby designate {name of individual},
{name of individual}, and {name of individual}, as the individuals who may
provide directions upon which Fidelity Management Trust Company shall be fully
protected in relying. Only one such individual need provide any direction.
The signature of each designated individual is set forth below and certified to
be such.
You may rely upon each designation and certification set forth in this
letter until {I or we} deliver to you written notice of the termination of
authority of a designated individual.
Very truly yours,
{NAMED FIDUCIARY}
By
{signature of designated individual}
{name of designated individual}
{signature of designated individual}
{name of designated individual}
{signature of designated individual}
{name of designated individual}
- 25 -
<PAGE> 30
A.H. BELO CORPORATION
SCHEDULE D
Mr. Peter Smail
Fidelity Investments Institutional Operations Company
82 Devonshire Street
Boston, MA 02109
The A. H. Belo Employee Savings and Investment Plan
Dear Mr. Smail:
This letter is sent to you in accordance with Section 7(b) of the Trust
Agreement, dated as of October 27, 1989, between A. H. Belo Corporation and
Fidelity Management Trust Company. I hereby designate Michael D. Perry and
John M. Wallace as the individuals who may provide directions upon which
Fidelity,Management Trust Company shall be fully protected in relying. Only
one such individual need provide any direction. The signature of each
designated individual is set forth below and certified to be such.
You may rely upon each designation and certification set forth in this letter
until I deliver to you written notice of the termination of authority of a
designated individual.
Very truly yours,
/s/ John M. Wallace
John M. Wallace
Plan Administrator
/s/ Michael D. Perry 8/20/90
Michael D. Perry Date
/s/ John M. Wallace August 22, 1990
John M. Wallace Date
- 26 -
<PAGE> 31
A.H. BELO CORPORATION
SCHEDULE E
Mr. Peter Smail
Fidelity Investments Institutional Operations Company
82 Devonshire Street
Boston, MA 02109
The A. H. Belo Employee Savings and Investment Plan
Dear Mr. Smail:
This letter is sent to you in accordance with Section 7(b) of the Trust
Agreement, dated as of October 27, 1989, between A. H. Belo Corporation and
Fidelity Management Trust Company. I hereby designate Michael D. Perry and
John M. Wallace as the individuals who may provide directions upon which
Fidelity Management Trust Company shall be fully protected in relying. Only
one such individual need provide any direction. The signature of each
designated individual is set forth below and certified to be such.
You may rely upon each designation and certification set forth in this letter
until I deliver to you written notice of the termination of authority of a
designated individual.
Very truly yours,
/s/ John M. Wallace
John M. Wallace
Plan Fiduciary
/s/ Michael D. Perry 8/20/90
Michael D. Perry Date
/s/ John M. Wallace August 22, 1990
John M. Wallace Date
- 27 -
<PAGE> 32
JONES, DAY, REAVIS & POGUE
(214)969-2929
November 7, 1989
Mr. John M. Kimpel
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109
Re: A. H. Belo Corporation
Employee Savings and Investment Plan
Dear Mr. Kimpel:
In accordance with your request, this letter is to advise you that A. H.
Belo Corporation (the "Company") has informed us that it intends to submit the
above-referenced plan (the "Plan") to the Dallas District Director of the
Internal Revenue Service and to request from him a favorable determination
letter as to the qualified status of the Plan under Section 401(a) of the
Internal Revenue Code of 1986. The Company may have to amend the Plan at the
request of the Internal Revenue Service in order to obtain a favorable
determination letter, but we do not expect any required amendment to be
material. The Company has informed us that it will make the required
amendments.
Very truly yours,
/s/ James F. Carey
James F. Carey
cc: Dean H. Blythe, Esq.
- 28 -
<PAGE> 1
EXHIBIT 4.17
<PAGE> 2
AMENDMENT TO TRUST AGREEMENT
BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND
A.H. BELO CORPORATION
THIS AMENDMENT, dated as of the 1st day of July, 1990, by and between Fidelity
Management Trust Company (the "Trustee") and A.H. Belo Corporation (the
"Sponsor");
WITNESSETH;
WHEREAS, the Trustee and the Sponsor heretofore entered into a trust agreement
dated October 27, 1989, with regard to the A.H. Belo Corporation Employee
Savings and Investment Plan (the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said trust agreement
as provided for in Section 13 thereof;
Now therefore, in consideration of the above premises the Trustee and the
Sponsor hereby amend the trust agreement by:
(1) Amending Schedule "A" by adding the following at the end of the
list: Fidelity Growth and Income Portfolio
(2) Amending Schedule "C" by adding the following at the end of the
list: Fidelity Growth and Income Portfolio
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Amendment to
be executed by their duly authorized officers effective as of the day and year
first above written.
A.H. BELO CORPORATION FIDELITY MANAGEMENT TRUST
COMPANY
By /s/ John M. Wallace 6/4/90 By /s/ James M. McKinney 8/10/90
Director of Administration Date Executive Vice President Date
<PAGE> 1
EXHIBIT 4.18
<PAGE> 2
SECOND AMENDMENT TO THE TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
A.H. BELO CORPORATION
THIS SECOND AMENDMENT, dated as of the fifteenth day of November,
1992, by and between Fidelity Management Trust Company (the "Trustee") and A.H.
Belo Corporation (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a trust
agreement dated October 27, 1989, with regard to the A.H. Belo Corporation
Employee Savings and Investment Plan (the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said trust
agreement as provided for in Section 13 thereof;
NOW THEREFORE, in consideration of the above premises the Trustee and the
Sponsor hereby amend the trust agreement by:
(1) Amending and restating the third WHEREAS clause to read as
follows:
WHEREAS, the Sponsor has heretofore appointed Mellon
Bank to act as the trustee of the trust holding the Sponsor
stock assets of the Plan and the Sponsor now desires to
appoint the Trustee to act as the trustee of the separate
trust holding the non-Sponsor stock assets of the Plan;
(2) Amending and restating Section 4(b) to read as follows:
(b) The Administrator shall direct the Trustee as to what
investment option Plan participants may invest in, subject to
the following limitations. The Administrator may determine to
offer as investment options only (i) securities issued by the
investment companies advised by Fidelity Management & Research
Company, (ii) notes evidencing loans to Plan participants in
accordance with the terms of the Plan, (iii) collective
investment funds maintained by the Trustee for qualified
plans; provided, however, that the Trustee shall be considered
a fiduciary with investment discretion only with respect to
Plan assets that are in collective investment funds maintained
by the Trustee for qualified plans, and (iv) equity securities
issued by the Sponsor or an affiliate which are
publicly-traded and which are "qualifying employer securities"
within the meaning of section 407(d)(5) of ERISA ("Sponsor
Stock").
<PAGE> 3
(3) Amending Section 4(c) by adding the following sentence to the
end of the paragraph:
... Any directions made by Plan participants by use of the
telephone exchange system will be executed in accordance with
written Telephone Exchange Procedures attached hereto as
Schedule "G".
(4) Adding Section 4(g) Sponsor Stock in which Fidelity Management
Trust Company is not the Trustee. Transactions involving
Sponsor Stock shall be executed in accordance with the
provisions of the separate Service Agreement between the
Sponsor and Fidelity Institutional Retirement Services
Company.
(5) Amending Schedule "A" by adding the following plan investment
option to the end of the list:
A.H. Belo Stock
(6) Amending Schedule "C" by adding the following plan investment
option to the end of the list:
A.H. Belo Stock
(7) Amending and restating Schedules "D" & "E" to reflect the
current list of designated individuals who may provide
Fidelity with Directions in which we may rely as attached.
(8) Amending Schedule "G" Telephone Exchange Procedures as
attached.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this
Second Amendment to be executed by their duly authorized officers effective as
of the day and year first above written.
A.H. BELO CORPORATION FIDELITY MANAGEMENT TRUST
COMPANY
By Michael D. Perry 12/17/92 By John P. O'Reilly Jr. 12/22/92
Date Senior Vice President Date
- 2 -
<PAGE> 4
A.H. BELO
CORPORATION
SCHEDULE "D"
Ms. Jacqueline W. McCarthy
Fidelity Investments Institutional Operations Company
82 Devonshire Street
Boston, Massachusetts 02109
EMPLOYEES SAVINGS AND INVESTMENT PLAN
Dear Ms. McCarthy:
This letter is sent to you in accordance with Section 7(b) of the Trust
Agreement, dated as of November 15, 1992, between Employee Savings and
Investment Plan and Fidelity Management Trust Company. I hereby designate
Michael D. Perry and John M. Wallace as the individuals who may provide
directions upon which Fidelity Management Trust Company shall be fully
protected in relying. Only one such individual need provide any direction.
The signature of each designated individual is set forth below and certified to
be such.
You may rely upon each designation and certification set forth in this
letter until I deliver to you written notice of the termination of authority of
a designated individual.
Very Truly yours,
/s/ John M. Wallace
John M. Wallace
/s/ Michael D. Perry
Michael D. Perry
/s/ John M. Wallace
John M. Wallace
<PAGE> 5
SCHEDULE "G"
TELEPHONE EXCHANGE PROCEDURES
The following telephone exchange procedures are currently employed by Fidelity
Investments Institutional Operations Company (FIIOC).
Telephone exchange hours are 8:30 a.m. (EST) to 8:00 p.m. (EST) on each
business day. A "business day" is any day on which the New York Stock Exchange
is open.
FIIOC reserves the right to change these telephone exchange procedures at its
discretion.
Mutual Funds
Exchanges Between Mutual Funds
Participants may call on any business day to exchange between the
mutual funds. If the request is received before 4:00 p.m. (EST), it
will receive that day's trade date. Calls received after 4:00 p.m.
(EST) will be processed on a next day basis.
Sponsor Stock
Exchanges from Mutual Funds to Sponsor Stock
Sponsor Stock exchanges are processed on a monthly cycle.
Participants who wish to exchange out of a mutual fund into Sponsor
Stock may call between the 1st and the 15th of the month. No calls
will be accepted after 4:00 p.m. (EST) on the 15th (or previous
business day if the 15th is not a business day).
Mutual fund shares are sold on the 15th of the month (or the previous
business day if the 15th is not a business day) and the Sponsor Stock
is purchased within two (2) business days after the date on which the
mutual fund shares are sold.
Exchanges from Sponsor Stock to Mutual Funds
Participants who wish to exchange out of Sponsor Stock into mutual
funds may call between the 1st and the 15th of the month. No calls
will be accepted after 4:00 p.m. (EST) on the 15th (or previous
business day if the 15th is not a business day).
<PAGE> 6
The Sponsor Stock is sold on the 16th (or next business day if the
16th is not a business day) and the subsequent purchase into mutual
funds will take place upon receipt of the proceeds from the trustee.
Orders for sales of Sponsor Stock must be share specific.
A.H. BELO CORPORATION
By /s/ John M. Wallace 12/22/92
Date
<PAGE> 1
EXHIBIT 4.19
<PAGE> 2
THIRD AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
A.H. BELO CORPORATION
THIS THIRD AMENDMENT, dated as of the first day of September, 1993, by and
between Fidelity Management Trust Company (the "Trustee") and A.H. Belo
Corporation (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a trust
agreement dated October 27, 1989, with regard to the A.H. Belo Corporation
Employee Savings and Investment Plan (the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said trust
agreement as provided for in Section 13 thereof;
NOW THEREFORE, in consideration of the above premises the Trustee and the
Sponsor hereby amend the trust agreement by:
(1) Amending the "money classifications" portion of Schedule "A"
(Record-keeping Services) by adding the following source to
the end of the list:
Rollover
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Third
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
A.H. BELO CORPORATION FIDELITY MANAGEMENT
TRUST COMPANY
By /s/ Vicky C. Teherani 8/12/93 By
Vice President and Treasurer Date Senior Vice President Date
<PAGE> 1
EXHIBIT 4.20
<PAGE> 2
FOURTH AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
A.H. BELO CORPORATION
THIS FOURTH AMENDMENT, dated as of the first day of January, 1994, by
and between Fidelity Management Trust Company (the "Trustee") and A.H. Belo
Corporation (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a trust
agreement dated October 27, 1989, with regard to the A.H. Belo Corporation
Employee Savings and Investment Plan (the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said trust
agreement as provided for in Section 13 thereof;
NOW THEREFORE. in consideration of the above premises the Trustee and
the Sponsor hereby amend the trust agreement by:
(1) Amending the "investment options" portion of Schedules "A" and
"C" by adding the following option to the end of the list:
Fidelity Intermediate Bond Fund
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this
Fourth Amendment to be executed by their duly authorized officers effective as
of the day and year first above written.
A.H. BELO CORPORATION FIDELITY MANAGEMENT
TRUST COMPANY
By /s/ Vicky C. Teherani 12/3/93 By
Date Senior Vice President Date
<PAGE> 1
EXHIBIT 4.21
<PAGE> 2
MASTER DEFINED CONTRIBUTION TRUST AGREEMENT
by and between
A.H. BELO CORPORATION
and
MELLON BANK, N.A.
<PAGE> 3
MASTER DEFINED CONTRIBUTION TRUST AGREEMENT
THIS MASTER TRUST AGREEMENT made and entered into on this 22nd day of
December, 1992, effective as of January 1st, 1993, by and between A.H. BELO
CORPORATION (hereinafter referred to as the "Corporation") and MELLON BANK,
N.A. (hereinafter referred to as the "Master Trustee"),
WITNESSETH:
WHEREAS, the Corporation desires to establish a master trust which
will serve as a funding medium to eligible employee benefit plans at the
Corporation and its subsidiaries and affiliates; and
WHEREAS, the Master Trustee is willing to act as trustee of such trust
upon all of the terms and conditions hereinafter set forth; and
WHEREAS, the Corporation and the Master Trustee wish to amend those
trust agreements referred to in Exhibit A hereto (the "Prior Agreements") so
that this Agreement shall be deemed to supersede all such Prior Agreements and
so that all the separate trusts established by the Prior Agreements shall be
deemed consolidated into the master trust established hereby;
- 2 -
<PAGE> 4
NOW, THEREFORE, the Corporation and the Master Trustee declare and
agree that the Master Trustee will receive, hold and administer all sums of
money and such other property acceptable to Master Trustee as shall from time
to time be contributed, paid or delivered to it hereunder, IN TRUST, upon all
of the following terms and conditions.
SECTION 1
General
1.1 Definitions. Where used in this Agreement, unless the context
otherwise requires or unless otherwise expressly provided:
(a) "Account Party" shall mean an officer of the Corporation designated to
represent the Company for this purpose, the Named Fiduciary and any Person to
whom the Master Trustee shall be instructed by the Named Fiduciary to deliver
its annual account under Section 12.2.
(b) "Accounting Period" shall mean either the twelve consecutive month
period coincident with the calendar year or, if different, the fiscal year of
the Participating Plans or the shorter period in any year in which the Master
Trustee accepts appointment as Master Trustee hereunder or ceases to act as
Master Trustee for any reason.
(c) "Administrative Committee" shall mean the committee or committees,
individually or collectively, responsible for benefit administration under the
Plans.
(d) "Agreement" shall mean all of the provisions of this instrument and of
all other instruments amendatory hereof.
(e) "Asset Manager" shall mean the Master Trustee, Named Fiduciary or
Investment Manager, individually or collectively as the context shall require,
with respect to those assets held in an Investment Account over which it
exercises, or to the extent it is authorized to exercise, discretionary
investment authority or control.
(f) "Bank business day" shall mean a day on which the Master Trustee is
open for business.
- 3 -
<PAGE> 5
(g) "Board of Directors" shall mean the Board of Directors of the
Corporation.
(h) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and Regulations issued thereunder.
(i) "Directed Fund" shall mean any Investment Account, or part thereof,
subject to the discretionary management and control of the Named Fiduciary or
any Investment Manager.
(j) "Discretionary Fund" shall mean any Investment Account, or part
thereof, subject to the discretionary management and control of the Master
Trustee.
(k) "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and Regulations issued thereunder.
(l) "Fund" shall mean all cash and property contributed, paid or delivered
to the Master Trustee hereunder, all investments made therewith and proceeds
thereof and all earnings and profits thereon, less payments, transfers or other
distributions which, at the time of reference, shall have been made by the
Master Trustee, as authorized herein. The Fund shall include all evidences of
ownership, interest or participation in an Investment Vehicle, but shall not,
solely by reason of the Fund's investment therein, be deemed to include any
assets of such Investment Vehicle.
(m) "Insurance Contract" shall mean any contract or policy of any kind
issued by an insurance company, whether or not providing for the allocation of
amounts received by the insurance company thereunder solely to the general
account or solely to one or more separate accounts (including separate accounts
maintained for the collective investment of qualified retirement plans), or a
combination thereof, and whether or not any such allocation may be made in the
discretion of the insurance company or the Named Fiduciary.
(n) "Investment Account" shall mean each pool of assets in the Master
Trust in which one or more Plans has an interest during an Accounting Period.
(o) "Investment Manager" shall mean a bank, insurance company or
investment adviser satisfying the requirements of Section 3(38) of ERISA which
has provided the Master Trustee with written acknowledgment of compliance with
ERISA.
(p) "Investment Vehicle" shall mean any common, collective or commingled
trust, investment company, corporation functioning as an investment
intermediary, insurance contract, partnership, joint venture or other entity or
arrangement to which, or pursuant to which, assets of the Master Trust may be
transferred or in which the Master Trust has
- 4 -
<PAGE> 6
an interest, beneficial or otherwise (whether or not the underlying assets
thereof are deemed to constitute "plan assets" for any purpose under ERISA).
(q) "Master Trust" shall mean the trust created hereby.
(r) "Named Fiduciary" shall mean the fiduciary with respect to the Plans
within the meaning of Section 402(a)(2), 402(c)(3) or 403(a)(1) of ERISA who
has the authority to perform the separate functions allocated to the "Named
Fiduciary" under this Agreement.
(s) "Plan" shall mean any employee benefit plan which meets the
requirements for eligibility specified in Section 1.3 and as of the date of
this Agreement includes those plans listed on Exhibit B.
(t) "Person" shall mean a natural person, trust, estate, corporation of
any kind or purpose, mutual company, joint-stock company, unincorporated
organization, association, partnership, joint venture, employee organization,
committee, board, participant, beneficiary, trustee, partner, or venturer
acting in an individual, fiduciary or representative capacity, as the context
may require.
(u) "Qualifying Employer Security" shall mean the employer securities as
defined in Section 407(d) of ERISA.
(v) "Valuation Date," shall mean the last day of the Accounting Period,
calendar quarter or any more frequent reporting date agreed to by the Master
Trustee.
The plural of any term shall have a meaning corresponding to the singular
thereof as so defined and any neuter pronoun used herein shall include the
masculine or feminine, as the context shall require.
1.2 Compliance With Law. The Trust hereinafter established is intended to
comply with ERISA and to be tax exempt under Section 501(a) of the Code.
1.3 Eligibility. Any employee benefit plan established by the
Corporation, or a subsidiary or an affiliate of the Corporation, may be funded,
in whole or in part, through the Master Trust if (i) the plan is qualified
under Section 401(a) of the Code, (ii) the Master Trust is exempt from taxation
under Section 501(a) of the Code, and (iii) this Agreement has been duly
adopted by the Board of Directors or by the board of directors of a subsidiary
or affiliate of the Corporation and, in the case of such subsidiary or
affiliate, the Board of Directors has consented thereto.
- 5 -
<PAGE> 7
SECTION 2
Establishment of Trust
2.1 Establishment of Trust. The Corporation hereby establishes with the
Master Trustee the Master Trust consisting of such sums of money and such
property acceptable to the Master Trustee as shall from time to time be paid or
delivered to the Master Trustee.
2.2 Contributions to the Trust. The Master Trustee shall have no duty to
determine or collect contributions under any Plan and shall be solely
accountable for monies or properties actually received by it. The Corporation
shall have the sole duty and responsibility for the determination of the
accuracy or sufficiency of the contributions to be made under any of their
Plans, the transmittal of the contributions to the Master Trustee and
compliance with any statute, regulation or rule applicable to contributions.
2.3 Prior Administration. The Master Trustee shall not have any duty to
inquire into the administration of the Plans or actions taken under any of the
Plans by any prior trustee.
2.4 Fund to be Held in Trust. The Fund shall be held by the Master
Trustee in trust and dealt with in accordance with the provisions of this
Agreement and the Act.
2.5 Fund to be Held for Benefit of Plan Participants. Except as may be
provided by law for the purpose of returning any of the Corporation's
contributions or in case any Plan of which this Trust forms a part provides for
the return of the Corporation's contributions in the event such Plan fails to
initially qualify under the applicable provisions of the Code, at no time prior
to the satisfaction of all liabilities for benefits under any Plan shall any
part of the Fund be used for or diverted to purposes other than for the
exclusive benefit of participants, retired participants, or their beneficiaries
under the Plans and for the payment of the reasonable expenses of the Plans.
2.6 Commingling. The Master Trustee may commingle the assets attributable
to the Plans for which contributions are made under this Agreement if this
Agreement is applicable to more than one Plan and may commingle the Fund with
funds of other trusts of similar nature created by the Corporation for the
exclusive benefit of their employees. Where commingling is effected with other
trusts maintained by the Corporation, the combined trust, to the extent that
assets are attributable to contributions made under this Agreement, shall be
the Fund referred to herein. The Master Trustee shall maintain such records as
are necessary in order to maintain a separation of the Fund from the funds of
the other trusts maintained by the Corporation and to separate the assets
attributable to each of the Plans for which contributions are made under this
Agreement. The Corporation shall be responsible for causing sufficient
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records to be maintained to insure that benefits and liabilities payable with
respect to each Plan shall be paid from the assets allocable to each such Plan.
Should separation be required, either of the Fund from other trusts maintained
by the Corporation or of any Plan for which contributions are made under this
Agreement from the Fund, the Master Trustee shall make such separation in
accordance with generally accepted accounting principles and, where applicable,
upon the certification of an actuary.
SECTION 3
Administration of the Plan
3.1 Administrator. The Plans shall be administered by the Administrative
Committee which shall have the sole fiduciary duty as to plan administration
and the Master Trustee shall not be responsible in any respect for such
administration.
3.2 Indemnity. The Corporation shall fully indemnify and save harmless
the Master Trustee from liability and expense incident to any act or failure to
act by reason of the Master Trustee's reliance upon or compliance with
instructions issued by the Administrative Committee or the Corporation.
SECTION 4
Disbursement from the Fund
4.1 Disbursements by Master Trustee. The Master Trustee shall make such
payments out of the Fund as the Administrative Committee may from time to time
in writing direct. In the discretion of the Administrative Committee, such
payments may be made directly to the person specified by the Administrative
Committee or deposited in a checking account maintained by the Administrative
Committee for the purpose of making payments to the person, or persons entitled
to such payments under the Plans, or to an account maintained by some other
entity which the Administrative Committee may designate to make payments.
4.2 Direction to the Master Trustee. Any direction given to the Master
Trustee in accordance with this Section need not specify the specific
application of the payment to be made, but shall specify that the payment is
for the purposes of the Plans or the payment of Plans' expenses.
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SECTION 5
Allocation of Investment Responsibilities
5.1 Asset Managers. (a) The Named Fiduciary will from time to time, in
its sole discretion, appoint one or more Asset Managers to manage specified
portions of the Fund. Upon the appointment of each Asset Manager, the Named
Fiduciary shall so notify the Master Trustee and instruct the Master Trustee in
writing to separate into a separate account those assets as to which each Asset
Manager has discretion and control. The Asset Manager shall designate in
writing the person or persons who are to represent any such Asset Manager in
dealings with the Master Trustee. Upon the separation of the assets in
accordance with the instructions of the Named Fiduciary, the Master Trustee
shall thereupon be relieved and released of all investment duties,
responsibilities and liabilities normally and statutorily incident to a trustee
as to such directed funds, and, as to such directed funds, the Master Trustee
shall act as custodian. Except as otherwise provided by the Named Fiduciary in
writing from time to time, the Master Trustee shall take no action with respect
to the duties or powers allocated to an Asset Manager in Section 6 or Section 7
without receipt of written directions of the Asset Manager. Unless
specifically prohibited in writing, the Master Trustee, as custodian, may hold
the assets of such directed funds in the name of a nominee or nominees.
(b) Should an Asset Manager at any time elect to place security
transactions directly with a broker or dealer, the Master Trustee shall not
recognize such transaction unless and until it has received instructions or
confirmation of such fact from the Asset Manager. Should the Asset Manager
direct the Master Trustee to utilize the services of any person with regard to
the assets under its management or control, such instructions shall be in
writing and shall specifically set forth the actions to be taken by the Master
Trustee as to such services.
(c) In the event that an Asset Manager places security transactions
directly or directs the utilization of a service, the Asset Manager shall be
solely responsible for the acts of such persons. The sole duty of the Master
Trustee as to such transactions shall be incident to its duties as custodian.
5.2 Transfer of Assets to Asset Managers. (a) Upon receipt of written
directions by the Named Fiduciary, the Master Trustee shall (i) transfer and
deliver such part of the assets of the Fund as may be specified in such writing
to any Asset Manager so appointed, and (ii) accept the transfer back to it of
any such assets at any time held by an Asset Manager, provided that the Named
Fiduciary may only direct such transfers as are in conformity with the
provisions of the Plans, this Agreement, and ERISA, and Sections 401(a) and
501(a) of the Code. Any such written direction shall constitute a
certification to the Master Trustee by the Named Fiduciary that the transfer so
directed
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is one which the Named Fiduciary is authorized to direct and is in conformity
with the aforesaid provisions.
(b) If any assets are so transferred to the custody of an Asset Manager,
such Asset Manager shall undertake and be responsible for all the custodial
duties therefor, and such assets shall remain for all purposes a part of the
Fund and the Trust, and as such, subject to all the terms and provisions of
this Agreement. Any Asset Manager receiving such assets may invest any part or
all of such assets in units of any collective, common or pooled trust fund
operated or maintained by a bank or trust company, including the Investment
Manager or any affiliate of the Investment Manager, exclusively for the
commingling and collective investment of monies or other assets held under or
as part of a plan which is established in conformity with and qualifies under
Section 401(a) of the Code. Notwithstanding the provisions of this Agreement
which place restrictions upon the actions of the Master Trustee, or the Asset
Manager, to the extent monies or other assets are utilized to acquire units of
any collective trust, the terms of the collective trust indenture shall solely
govern the investment duties, responsibilities and powers of the trustee of
such collective trust, and to the extent required by law, such terms,
responsibilities and powers shall be incorporated herein by reference and shall
be part of this Agreement. For the purposes of valuation of any interest under
the Plans of which this trust forms a part, the value of the interest
maintained by the Fund in such collective trust shall be the fair market value
of the collective fund units held determined in accordance with generally
recognized valuation procedures.
(c) The Master Trustee shall have no duty or responsibility as to the
safekeeping of such assets or as to the investment and reinvestment of the
same, except that the Master Trustee shall require such statements and reports
from such Asset Manager as may be necessary to enable the Master Trustee and
the Administrative Committees to carry out their recordkeeping and reporting
duties under this Agreement. The Master Trustee shall enter into and execute
such agreements, receipts and releases as shall be required to carry out the
directions of the Named Fiduciary with respect to the transfer of any assets of
the Fund to or from an Asset Manager in accordance with this Section 5.2.
5.3 The Master Trustee. Subject to investment policies, objectives and
guidelines communicated to the Master Trustee by the Named Fiduciary as
contemplated by this Section 5, the Master Trustee shall from time to time
invest and reinvest the Discretionary Fund and keep it invested in accordance
with such policies, objectives and guidelines.
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SECTION 6
Participant Accounts
6.1 Establishment of Accounts. The Administrative Committee shall direct
the Master Trustee to establish on its books and records accounts sufficient to
accommodate investment options, other than investments in Qualifying Employer
Securities, available to the employees as specified by the Plan. The
Administrative Committee shall establish an investment purpose for each
account, either by separate written designation or through an agreement between
the Administrative Committee and the Master Trustee that shall incorporate
therein the investment purposes and, if applicable, the investment restrictions
which the Plan provides as to investment options. The accounts so established
shall, until changed by the Administrative Committee operate in the manner and
form established.
6.2 Qualifying Employer Securities. As provided in the Plan, all amounts
received by the Master Trustee which are directed by the Administrative
Committee to be placed in an account which has as its investment purpose
investment in Qualifying Employer Securities or any amount received by the
Master Trustee as a result of holding such Qualifying Employer Securities shall
be invested and reinvested in Qualifying Employer Securities. The investment
purpose of the account so established shall be to invest one hundred percent
(100%) in such Qualifying Employer Securities. However, the Master Trustee
may, but shall not be required to, place amounts received by it for the purpose
of investment in temporary investments, if in the opinion of the Master Trustee
market conditions are such that investment in Qualifying Employer Securities
would be disruptive or could not be accomplished. In the operation of this
account, the Master Trustee shall have no investment discretion, except as
hereinafter provided, and no duty or responsibility to determine the investment
quality or prudence of such investment. The Corporation shall have the duty
and responsibility to determine whether or not the investment in the Qualifying
Employer Securities is prudent. The Master Trustee shall acquire or dispose of
all Qualifying Employer Securities in the open market or through the method of
purchase and sales which is used by the Master Trustee in the normal course of
its security transactions. The Master Trustee shall be permitted to net all
purchases and sales for an account limited in investment purposes to Qualifying
Employer Securities, provided, however, both sales and purchases will be at
market value and the books and records of the Master Trustee shall clearly
reflect such fact. Should the Master Trustee for any reason be unable to
acquire or dispose of the Qualifying Employer Securities in the manner provided
by this Section, it shall notify the Named Fiduciary of such fact and shall
thereafter make no purchases or sales of securities until instructions are
received from the Named Fiduciary.
6.3 Allocation of Contributions. The Administrative Committee shall, upon
the making of any contribution to this Trust by the Corporation, or, if
applicable, a
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Participant, or both, instruct the Master Trustee in writing of the manner that
such contribution is to be allocated between the account previously
established.
6.4 Responsibility of Master Trustee. The Master Trustee shall not be
responsible nor liable to establish or maintain a record or account in the name
of any individual Participant. The Master Trustee shall not be required to
establish the value of any Participant's individual interest in the Fund or any
account established hereunder. Should the Master Trustee and the
Administrative Committee or the Corporation agree that the Master Trustee shall
maintain individual account records, such agreement shall be separate and apart
from the terms of this Trust. Such an agreement shall not be construed as
implying any duty upon the Master Trustee hereunder even though the Master
Trustee, in its corporate capacity as record keeper for the accounts of
individual instructions or directions as to the disposition or distribution of
any assets held hereunder.
6.5 Accounts as Separate Trusts. For the purposes of application of this
Agreement of Trust, each account created hereunder shall be considered a
separate trust insofar as the application of powers granted the Master Trustee.
Notwithstanding the provisions of this Agreement of Trust which established
powers and duties with regard to the Trust as a whole, the Master Trustee shall
exercise such of those powers as are consistent with the investment purposes of
each account. Where applicable or required, the Master Trustee with the
Corporation's consent may subdivide any account as may be required to fulfill
either its duties hereunder or the instructions of the Administrative
Committee.
SECTION 7
Investment of the Fund
7.1 Standard of Care. The Master Trustee, each Asset Manager and the
Named Fiduciary shall discharge their respective investment duties as provided
under Sections 5 and 6 hereof with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent man acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character with like aims and by diversifying the
investments held hereunder consistent with investment policies, objectives and
guidelines so as to minimize the risk of large losses, unless it would be
clearly not prudent to diversify.
7.2 Waiver of Investment Restrictions. Such investment and reinvestment
shall not be restricted to securities or property of the character authorized
for investments by trustees or asset managers under any statute or other laws
of any state, district or territory.
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<PAGE> 13
7.3 Grant of Investment Powers. In addition to any power granted to
trustees or asset managers under any statute or other laws, such laws and
statutes if necessary being incorporated herein by reference, the Master
Trustee's, and each Asset Manager's investment powers may, unless restricted in
writing by the Named Fiduciary, include, but shall not be limited to,
investment in the following:
(a) domestic or foreign common and preferred stocks and options thereon,
as well as warrants, rights and preferred stocks convertible into common stock,
regardless of where or how traded;
(b) the purchase or sale, writing or issuing, of puts, calls or other
options, covered or uncovered, entering into financial futures contracts,
forward placement contracts and standby contracts, and in connection therewith,
depositing, holding (or directing the Master Trustee, in its individual
capacity, to deposit or hold) or pledging assets of the Fund;
(c) corporate bonds and debentures and any such securities which are
convertible into common stock, domestic or foreign;
(d) bonds or other obligations of the United States of America or any
foreign nation, and any agencies thereof, or any bonds or other obligations
which are directly or indirectly guaranteed by the United States or any foreign
nation, or any agency thereof;
(e) obligations of the states and of municipalities or of any agencies
thereof;
(f) notes of any nature, of foreign or domestic issuers;
(g) mortgages and real estate, wherever situate and whether developed or
undeveloped, including sales and leasebacks, interests or participations in
real estate investment trusts or corporations organized under Section 501(c)(2)
or 501(c)(25) of the Code and non-income producing properties. Notwithstanding
any other provision of this Agreement, including, without limitation, any
specific or general power granted to the Master Trustee, the Master Trustee
shall have no responsibility or discretion with respect to the ownership,
management, administration, operation or control of any real estate properties,
mortgages, leases or other interests now or hereafter held in the Fund,
including without limitation responsibility for or in connection with any of
the following conditions which now exist or may hereafter be found to exist in,
under, about or in connection with any real estate held in the Fund or any
interest in any trust, partnership or corporation: (i) any violation of any
applicable environmental or health or safety law, ordinance, regulation or
ruling; or (ii) the presence, use, generation, storage, release, threatened
release, or containment, treatment or disposal of any petroleum, including
crude oil or any fraction thereof, hazardous substances, pollutants or
contaminants as defined in the Comprehensive Environmental Response
Compensation and Liability Act,
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<PAGE> 14
as amended (CERCLA) or hazardous, toxic or dangerous substances or materials as
any of these terms may be defined under any federal or state law in the
broadest sense from time to time. Notwithstanding anything to the contrary
herein or elsewhere set forth, to the extent permitted by law, the Master
Trustee shall be indemnified by the Corporation, to the extent not paid by the
Fund, from and against any and all claims, demands, suits, liabilities, losses,
damages, costs and expenses (including reasonable attorneys' fees and expenses)
arising from or in connection with any matter relating to conditions in
subsections (i) or (ii). This paragraph shall survive the sale or other
disposition of any real estate investment of the Fund and/or the merger or
termination of this Master Trust or appointment of a successor master trustee.
(h) savings accounts, certificates of deposit and other types of time
deposits, bearing a reasonable rate of interest based upon the duration,
amount, type and geographical area, with any financial institution or
quasi-financial institution or any department of the same, either domestic or
foreign, under the supervision of the United States or any State, including any
such financial institution, owned, operated or maintained by the Master Trustee
in its corporate or Association capacity (including any department or division
of the same) or a corporation or association affiliated with the same;
(i) leaseholds of any duration;
(j) mineral and other natural resources, including, but not limited to,
oil, gas, timber and coal, and any participation therein in any form, including
but not limited to, royalties, ownership, drilling and exploration;
(k) any collective or common trust fund or composite security owned,
operated and maintained by the Master Trustee, including, but not limited to,
demand notes, short-term notes and cash equivalent funds;
(l) any collective, common or pooled trust fund operated or maintained
exclusively for the commingling and collective investment of monies or other
assets including any such fund operated or maintained by the Master Trustee.
Notwithstanding the provisions of this Agreement which place restrictions upon
the actions of the Master Trustee or an Investment Manager, to the extent
monies or other assets are utilized to acquire units of any collective trust,
the terms of the collective trust indenture shall solely govern the investment
duties, responsibilities and powers of the trustee of such collective trust
and, to the extent required by law, such terms, responsibilities and powers
shall be incorporated herein by reference and shall be part of this Agreement.
For purposes of valuation, the value of the interest maintained by the Fund in
such collective trust shall be the fair market value of the collective fund
units held, determined in accordance with generally recognized valuation
procedures. The Corporation expressly understands and agrees that any such
collective fund may provide for the lending of its securities by the collective
fund trustee and that such collective fund's trustee will receive compensation
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<PAGE> 15
from such collective fund for the lending of securities that is separate from
any compensation of the Master Trustee hereunder, or any compensation of the
collective fund trustee for the management of such collective fund;
(m) open-end and closed-end investment companies, regardless of the
purposes for which such fund or funds were created, and any partnership,
limited or unlimited, joint venture and other forms of joint enterprise created
for any lawful purpose;
(n) individual or group insurance policies and contracts including, but
not limited to, life insurance, annuity (fixed or variable) and investment
policies and contracts, but only if directed by the Administrative Committee or
the Named Fiduciary, as appropriate, to purchase or retain such policies and
contracts.
7.4 Maintenance of Cash Balances. The Master Trustee shall keep such
portion of the Fund in cash or cash balances as may be specified from time to
time in a written request from the Administrative Committee or as required by
the Named Fiduciary to meet contemplated payments from the Fund. The Master
Trustee shall invest such cash balances and any other portions of the Fund
which may be in cash or cash balances in accordance with such investment
policies, objectives and guidelines as may be communicated to the Master
Trustee from time to time by the Named Fiduciary pursuant to Section 5. The
Master Trustee shall not be liable for interest on any reasonable cash balances
so maintained.
SECTION 8
Powers of the Master Trustee,
Asset Managers and the Named Fiduciary
8.1 Qualifying Employer Securities Accounts. The Plans provide generally
with respect to accounts established to invest in Qualifying Employer
Securities that the right to vote, the right to tender in the event of a tender
offer, or the exercise of certain other rights concerning such Securities are
vested in the Named Fiduciary. The Master Trustee shall act only in accordance
with the procedures set forth in the Plans by which the Named Fiduciary
exercise such rights. Prior to the time any such action is to be taken under
any Plan, the Administrative Committee will advise the Master Trustee of the
impending action and agree with the Master Trustee on the manner of
implementing that specific action.
8.2 General Powers. As to all assets other than Qualifying Employer
Securities, the Master Trustee shall have and exercise the following powers and
authority in the administration of the Fund only on the direction of an Asset
Manager and the Named Fiduciary where such powers and authority relate to a
Directed Fund and in its sole
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<PAGE> 16
discretion where such powers and authority relate to investments made by the
Master Trustee in accordance with Section 5.3:
(a) to purchase, receive or subscribe for any securities or other property
and to retain in trust such securities or other property;
(b) to sell, exchange, convey, transfer, lend, or otherwise dispose of any
property held in the Fund and to make any sale by private contract or public
auction; and no person dealing with the Master Trustee shall be bound to see to
the application of the purchase money or to inquire into the validity,
expediency or propriety of any such sale or other disposition;
(c) to vote in person or by proxy any stocks, bonds or other securities
held in the Fund;
(d) to exercise any rights appurtenant to any such stocks, bonds or other
securities for the conversion thereof into other stocks, bonds or securities,
or to exercise rights or options to subscribe for or purchase additional
stocks, bonds or other securities, and to make any and all necessary payments
with respect to any such conversion or exercise, as well as to write options
with respect to such stocks and to enter into any transactions in other forms
of options with respect to any options which the Fund has outstanding at any
time;
(e) to join in, dissent from or oppose the reorganization,
recapitalization, consolidation, sale or merger of corporations or properties
of which the Fund may hold stocks, bonds or other securities or in which it may
be interested, upon such terms and conditions as deemed wise, to pay any
expenses, assessments or subscriptions in connection therewith, and to accept
any securities or property, whether or not trustees would be authorized to
invest in such securities or property, which may be issued upon any such
reorganization, recapitalization, consolidation, sale or merger and thereafter
to hold the same, without any duty to sell;
(f) to manage, administer, operate or lease for any number of years,
regardless of any restrictions on leases made by fiduciaries, develop, improve,
repair, alter, demolish, mortgage, pledge, grant options with respect to, or
otherwise deal with any real property or interest therein at any time held by
it, all upon such terms and conditions as may be deemed advisable, to renew or
extend or participate in the renewal or extension of any mortgage upon such
terms as may be deemed advisable, and to agree to a reduction in the rate of
interest on any mortgage or any other modification or change in the terms of
any mortgage or of any guarantee pertaining thereto in any manner and to any
extent that may be deemed advisable for the protection of the Fund or the
preservation of the value of the investment; to waive any default, whether in
the performance of any guarantee, or to enforce any default in such manner and
to such extent as may be
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<PAGE> 17
deemed advisable; to exercise and enforce any and all rights of foreclosure, to
bid on the property in foreclosure, to take a deed in lieu of foreclosure, with
or without paying a consideration therefor, and in connection therewith to
release the obligation on the bonds or notes secured by such mortgage and to
exercise and enforce in any action, suit or proceeding at law or in equity any
right or remedy in respect to any such mortgage or guarantee;
(g) to explore for and to develop mineral interests and other natural
resources and to acquire land, either by lease or purchase, for such purpose,
and to enter into any type of contract or agreement incident thereto, and to
sell any product produced by reason of or resulting from such development or
exploration to any person or persons on such terms and conditions as the Master
Trustee or Asset Manager deems advisable, and to enter into agreements and
contracts for transportation of the same;
(h) to insure, according to customary standards, any property held in the
Fund for any amount and to pay any premiums required for such coverage;
(i) to purchase or otherwise acquire and make payment therefor from the
Fund any bond or other form of guarantee or surety required by any authority
having jurisdiction over this Trust and its operation, or believed by the
Master Trustee or Asset Manager to be in the best interests of the Fund, except
the Master Trustee or Asset Manager may not obtain any insurance whose premium
obligation extends to the Fund which would protect the Master Trustee or Asset
Manager against its liability for breach of fiduciary duty;
(j) to enter into any type of contract with any insurance company or
companies, either for the purposes of investment or otherwise; provided that no
insurance company dealing with the Master Trustee shall be considered to be a
party to this Agreement and shall only be bound by and held accountable to the
extent of its contract with the Master Trustee. Except as otherwise provided
by any contract, the insurance company need only look to the Master Trustee
with regard to any instructions issued and shall make disbursements or payments
to any person, including the Master Trustee, as shall be directed by the Master
Trustee. Where applicable, the Master Trustee shall be the sole owner of any
and all insurance policies or contracts issued. Such contracts or policies,
unless otherwise determined, shall be held as an asset of the Fund for
safekeeping or custodian purposes only;
(k) to lend the assets of the Fund upon such terms and conditions as are
deemed appropriate in the sole discretion of the Master Trustee and,
specifically, to loan any securities to brokers, dealers or banks upon such
terms, and secured in such manner, as may be determined by the Master Trustee,
to permit the loaned securities to be transferred into the name of the borrower
or others and to permit the borrower to exercise such rights of ownership over
the loaned securities as may be required under the
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<PAGE> 18
terms of any such loan; provided, that, with respect to the lending of
securities pursuant to this paragraph, the Master Trustee's powers shall
subsume the role of custodian (the expressed intent hereunder being that the
Corporation, in such case, be deemed a financial institution, within the
meaning of section 101(22) of the Bankruptcy Code); and provided, further, that
any loans made from the Fund shall be made in conformity with such laws or
regulations governing such lending activities which may have been promulgated
by any appropriate regulatory body at the time of such loan;
(l) to purchase, enter, sell, hold, and generally deal in any manner in
and with contracts for the immediate or future delivery of financial
instruments of any issuer or of any other property; to grant, purchase, sell,
exercise, permit to expire, permit to be held in escrow, and otherwise to
acquire, dispose of, hold and generally deal in any manner with and in all
forms of options in any combination;
(m) to lend the assets of the Fund to participants of the Plan. The
Corporation shall have full and exclusive responsibility for loans made to
participants, including, without limitation, full and exclusive responsibility
for the following: development of procedures and documentation for such loans;
acceptance of loan applications; approval of loan applications; disclosure of
interest rate information required by Regulation Z of the Federal Reserve Board
promulgated pursuant to the Truth in Lending Act, 15 U.S.C. Section 1601 et
seq.; acting as agent for the physical custody and safekeeping of the
promissory notes and other loan documents; performing necessary and appropriate
recordkeeping and accounting functions with respect to loan transactions;
enforcement of promissory note terms, including, but not limited to, directing
the Master Trustee to take specified actions; and maintenance of accounts and
records regarding interest and principal payments on notes. The Master Trustee
shall not in any way be responsible for holding or reviewing such documents,
records and procedures and shall be entitled to rely upon such information as
is provided by the Corporation or its own sub-agent or recordkeeper without any
requirement or responsibility to inquire as to the completeness or accuracy
thereof, but may from time to time examine such documents, records and
procedures, as it deems appropriate. The Corporation shall indemnify and hold
the Master Trustee harmless from all damages, costs or expenses, including
reasonable attorneys fees, arising out of any action or inaction of the
Corporation with respect to its agency responsibilities described herein with
respect to participant loans.
8.3 Specific Powers of the Master Trustee. The Master Trustee shall have
the following powers and authority, to be exercised in its sole discretion with
respect to the Fund:
(a) to appoint agents, custodians, depositories or counsel, domestic or
foreign, as to part or all of the Fund and functions incident thereto where, in
the sole discretion of the Master Trustee, such delegation is necessary in
order to facilitate the operations of the Fund and such delegation is not
inconsistent with the purposes of the Fund or in
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<PAGE> 19
contravention of any applicable law. To the extent that the appointment of any
such person or entity may be deemed to be the appointment of a fiduciary, the
Master Trustee may exercise the powers granted hereby to appoint as such a
fiduciary any person or entity, including, but not limited to, the Named
Fiduciary or the Corporation, notwithstanding the fact that such person or
entity is then considered a fiduciary, a party in interest or a disqualified
person. Upon such delegation, the Master Trustee may require such reports,
bonds or written agreements as it deems necessary to properly monitor the
actions of its delegate;
(b) to cause any investment, either in whole or in part, in the Fund to be
registered in, or transferred into, the Master Trustee's name or the names of a
nominee or nominees, including but not limited to that of the Master Trustee, a
clearing corporation, or a depository, or in book entry form, or to retain any
such investment unregistered or in a form permitting transfer by delivery,
provided that the books and records of the Master Trustee shall at all times
show that such investments are a part of the Fund; and to cause any such
investment, or the evidence thereof, to be held by the Master Trustee, in a
depository, in a clearing corporation, in book entry form, or by any other
entity or in any other manner permitted by law;
(c) to make, execute and deliver, as trustee, any and all deeds, leases,
mortgages, conveyances, waivers, releases or other instruments in writing
necessary or desirable for the accomplishment of any of the foregoing powers;
(d) to defend against or participate in any legal actions involving the
Fund or the Master Trustee in its capacity stated herein, in the manner and to
the extent it deems advisable, the costs of any such defense or participation
to be borne by the Fund, unless paid by the Corporation in accordance with
Section 11; provided however, the Master Trustee shall notify the Named
Fiduciary and the Corporation of all such actions and the Corporation may, in
its sole discretion, determine against the incurrence of any such legal fees
and expenses which may be incurred beyond those necessary to protect the Fund
against default or immediate loss and may participate in the selection of and
instructions to legal counsel;
(e) to form corporations and to create trusts, to hold title to any
security or other property, to enter into agreements creating partnerships or
joint ventures for any purpose or purposes determined by the Master Trustee to
be in the best interests of the Fund;
(f) to establish and maintain such separate accounts in accordance with
the instructions of the Administrative Committee for the proper administration
of the Plans, or as determined to be necessary by the Master Trustee. Such
accounts shall be subject to the general terms of this Agreement, unless the
Master Trustee is notified of a contrary intent by the Administrative Committee
or the Named Fiduciary in writing; and
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(g) to generally take all action, whether or not expressly authorized,
which the Master Trustee may deem necessary or desirable for the protection of
the Fund.
8.4 Maintenance of Indicia of Ownership. The Master Trustee shall not
maintain indicia of ownership of any asset of the Fund held by it outside the
jurisdiction of the District Courts of the United States unless such holding is
approved through ruling or regulations promulgated under the Act by the
Secretary of Labor.
8.5 Third Party Transactions. In addition, and not by way of limitation,
the Master Trustee shall have any and all powers and duties concerning the
investment, retention or sale of property held in trust as if it were absolute
owner of the property, and no restrictions with regard to the property so held
shall be implied, warranted or sustained by reason of this Agreement; provided,
however, at no time shall the exercise of such powers and duties establish any
evidence which would permit a third party to assert a right, title or interest
superior to that of the Plans in the property held in the Fund.
SECTION 9
Discretionary Powers
9. Master Trustee Granted Discretion. The Master Trustee is hereby
granted any and all discretionary powers not explicitly or implicitly
conferred by this Agreement which it may deem necessary or proper for the
protection of the property held hereunder.
SECTION 10
Prohibited Transactions
10.1 Transactions which are Prohibited. Notwithstanding any provision of
this Agreement, either appearing before or after this Section, the Master
Trustee shall not engage in or cause the Trust to engage in any transaction if
it knows or should know, that such transaction constitutes a direct or indirect
prohibited transaction. as defined in Section 406 of ERISA or Section 4975 of
the Code.
10.2 Provision of Ancillary Services by Master Trustee. Notwithstanding
the foregoing, the Master Trustee may, in addition to the services rendered in
conjunction with its duties and responsibilities as Master Trustee under the
terms of this Agreement, provide such ancillary services as meet the following
standards:
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(a) there have been adopted by the Master Trustee internal safeguards
which assure that such ancillary services are consistent with sound banking and
financial practices as determined by the appropriate banking authority;
(b) the ancillary services are provided in accordance with guidelines
which are intended to meet the standards established by the appropriate banking
authority; and
(c) the compensation received by the Master Trustee for such services is
reasonable and established in an arm's-length manner.
SECTION 11
Expenses, Compensation and Taxes
11.1 Compensation and Expenses of the Master Trustee. The Master Trustee
shall be entitled to such reasonable compensation for services rendered by it
in accordance with the schedule of compensation as agreed upon by the
Corporation and the Master Trustee from time to time together with all
reasonable expenses incurred by the Master Trustee as a result of the execution
of its duties hereunder, including, but not limited to, legal and accounting
expenses, expenses incurred as a result of disbursements and payments made by
the Master Trustee, and reasonable compensation for agents, counsel or other
services rendered to the Master Trustee by third parties and expenses incident
thereto.
11.2 Payment from the Fund. All compensation, expenses, taxes and
assessments in respect of the Fund, to the extent that they are not paid by the
Corporation, shall constitute a charge upon the Fund and be paid by the Master
Trustee from the Fund upon written notice to the Corporation.
11.3 Payment of Taxes. The Master Trustee shall notify the Corporation
upon receipt of notice with regard to any proposed tax deficiencies or any tax
assessments which it receives on any income or property in the Fund and, unless
notified to the contrary by the Corporation within thirty (30) days, shall pay
any such assessments. If the Corporation notifies the Master Trustee within
said period that, in its opinion or the opinion of counsel, such assessments
are invalid or that they should be contested, then the Master Trustee shall
take whatever action is indicated in the notice received from the Corporation
or counsel, including contesting the assessment or litigating any claims.
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SECTION 12
Accounts, Books and Records of the Fund
12.1 Recordkeeping Duty of Master Trustee. The Master Trustee shall keep
accurate and detailed accounts of all investments, receipts and disbursements
and other transactions hereunder, and all accounts, books and records relating
thereto shall be open at all reasonable times to inspection and audit by any
person designated by the Corporation.
12.2 Periodic Reports. In addition, within sixty (60) days following the
close of each fiscal year of the Fund, or following the close of such other
period as may be agreed upon between the Master Trustee and the Corporation,
and within one hundred twenty (120) days, or such other agreed upon period,
unless such period be waived, after the removal or resignation of the Master
Trustee as provided for in this Agreement, the Master Trustee shall file with
the Administrative Committee, Named Fiduciary and/or the Corporation a
certified written report setting forth all investments, receipts and
disbursements, and other transactions effected during the fiscal year or other
annual period or during the period from the close of the preceding fiscal year
or other preceding period to the date of such removal or resignation, including
a description of all securities and investment purchases and sales with the
cost or net proceeds of such purchases or sales and showing all cash,
securities and other property held at the close of such fiscal year or other
period, valued currently, and such other information as may be required of the
Master Trustee under any applicable law.
12.3 Additional Accounting. Except as provided below, neither the
Administrative Committee, Named Fiduciary nor the Corporation shall have the
right to demand or be entitled to any further accounting different from the
normal accounting rendered by the Master Trustee. Further, no participant,
beneficiary or any other person shall have the right to demand or be entitled
to any accounting by the Master Trustee, other than those to which they may be
entitled under the law. The Administrative Committee, Named Fiduciary or the
Corporation shall have the right to inspect the Master Trustee's books and
records relating to the Fund during normal business hours or to designate an
accountant to make such inspection, study, and/or audit with all expenses
related thereto to be paid by the Corporation.
12.4 Judicial Determination of Accounts. Nothing contained herein will be
construed or interpreted to deny the Master Trustee or the Corporation the
right to have the Master Trustee's account judicially determined.
12.5 Limitation of Actions. Notwithstanding any other provision of the
Plans or this Agreement, the Master Trustee shall not be subject to any
liability for any act or omission, regardless of its nature, unless an action
has been commenced against the
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Master Trustee with respect to such act or omission within the period set forth
in Section 413 of the Act.
12.6 Filings by the Administrative Committee. For the purposes of this
Section, the Master Trustee shall conclusively presume that the Administrative
Committee has made or caused to be made, or will make or cause to be made, all
Federal filings as of the date required. Should the Master Trustee incur any
liability by reason of failure of the Administrative Committee to timely file,
the Corporation shall fully reimburse the Master Trustee for any and all
obligations, including penalties, interest or expenses, so incurred by the
Master Trustee.
12.7 Determination of Fair Market Value. The Master Trustee shall
determine the fair market value of the Fund monthly and annually based upon
generally accepted accounting principles applicable to trusts of a same or
similar nature to the one created herein.
12.8 Retention of Records. All records and accounts maintained by the
Master Trustee with respect to the Fund shall be preserved for such period as
may be required under any applicable law. Upon the expiration of any such
required retention period, the Master Trustee shall have the right to destroy
such records and accounts after first notifying the Corporation in writing of
its intention and transferring to the Corporation any records and accounts
requested. The Master Trustee shall have the right to preserve all records and
accounts in original form, or on microfilm, magnetic tape, or any other similar
process.
SECTION 13
Fiduciary Duties of Master Trustee
13.1 Acknowledgement of Fiduciary Duty. The Master Trustee acknowledges
that it assumes the fiduciary duties established by this Agreement.
13.2 Judicial Determination. The Master Trustee shall not, however, be
liable for any loss to or diminution of the Fund except to the extent that any
loss or diminution results from act or inaction on the part of the Master
Trustee which is judicially determined to be a breach of its fiduciary duties.
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<PAGE> 24
SECTION 14
Resignation and Removal
14.1 Power to Resign or Remove. The Master Trustee may be removed with
respect to all, or a part of, the Fund by the Corporation, upon written notice
to the Master Trustee to that effect. The Master Trustee may resign as Master
Trustee hereunder, upon written notice to that effect delivered to the
Corporation.
14.2 Notice. Such removal or resignation shall become effective as of the
last day of the month which coincides with or next follows the expiration of
sixty (60) days from the date of the delivery of such written notice, unless an
earlier or later date is agreed upon in writing by the Corporation and the
Master Trustee.
14.3 Successor Appointment. In the event of such removal or resignation, a
successor Master Trustee, or a separate trustee or trustees, shall be appointed
by the Corporation to become Master Trustee, or a separate trustee or trustees,
as of the time such removal or resignation becomes effective. Such successor
Master Trustee, or separate trustee or trustees, shall accept such appointment
by an instrument in writing delivered to the Corporation and the Master Trustee
and upon becoming successor Master Trustee, or separate trustee or trustees,
shall be vested with all the rights, powers, duties, privileges and immunities
as successor Master Trustee, or separate trustee or trustees, hereunder as if
originally designated as Master Trustee, or separate trustee or trustees, in
this Agreement.
14.4 Transfer of Fund to Successor. Upon such appointment and acceptance,
the retiring Master Trustee shall endorse, transfer, assign, convey and deliver
to the successor Master Trustee, or separate trustee or trustees, all of the
funds, securities and other property then held by it in the Fund, except such
amount as may be reasonable and necessary to cover its compensation and
expenses as may be agreed to by the Corporation in connection with the
settlement of its accounts and the delivery of the Fund to the successor Master
Trustee, or separate trustee or trustees, and the balance remaining of any
amount so reserved shall be transferred and paid over to the successor Master
Trustee, or separate trustee or trustees, promptly upon settlement of its
accounts, subject to the right of the retiring Master Trustee to retain any
property deemed unsuitable by it for transfer until such time as transfer can
be made.
14.5 Retention of Nontransferable Assets. If the retiring Master Trustee
holds any property unsuitable for transfer, it shall retain such property, and
as to such property alone it shall be a co-trustee with the successor Master
Trustee, or separate trustee or trustees, its duties and obligations being
solely limited to any such property, and it shall not have fiduciary duties of
any nature as to assets transferred. Should the successor
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<PAGE> 25
Master Trustee, or separate trustee or trustees, accept fiduciary
responsibility as to such property, the Master Trustee shall retain only
custodian duties as to such property.
14.6 Accounting. In the event of the removal or resignation of the Master
Trustee hereunder, the Master Trustee shall file with the Corporation a
statement and report of its accounts and proceedings covering the period from
its last annual statement and report, and its liability and accountability to
anyone with respect to the propriety of its acts and transactions shown in such
written statement and report shall be governed by the terms of this Agreement.
SECTION 15
Actions by the Corporation, the
Administrative Committee or Named Fiduciary
15.1 Action by Corporation. Any action by the Corporation pursuant to this
Agreement shall be evidenced or empowered in writing to the Master Trustee, and
the Master Trustee shall be entitled to rely on such writing.
15.2 Action by the Administrative Committee or Named Fiduciary. Any action
by any person or entity duly empowered to act on behalf of the Administrative
Committee or the Named Fiduciary with respect to any rights, powers or duties
specified in this Agreement shall be in writing, signed by such person or by
the person designated by the Administrative Committee or the Named Fiduciary
and the Master Trustee shall act and shall be fully protected in acting in
accordance with such writing.
SECTION 16
Amendment or Termination
16.1 Amendment or Termination. The Corporation shall have the right at any
time and from time to time by appropriate action:
(a) to modify or amend in whole or in part any or all of the provisions of
this Agreement upon sixty (60) days' prior notice in writing to the Master
Trustee, unless the Master Trustee agrees to waive such notice; provided,
however, that no modification or amendment which affects the rights, duties or
responsibilities of the Master Trustee may be made without the Master Trustee's
consent, or
(b) to terminate this Agreement upon sixty (60) days' prior notice in
writing delivered to the Master Trustee;
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provided, further, that no termination, modification or amendment shall permit
any part of the corpus or income of the Fund to be used for or diverted to
purposes other than for the exclusive benefit of such participants, retired
participants and their beneficiaries, except for the return of Corporation
contributions which are allowed by law and permitted under a Plan.
16.2 PBGC Approval. Should this Trust form a part of a Plan subject to the
jurisdiction of the Pension Benefit Guaranty Corporation ("PBGC") as provided
in ERISA, and should the Corporation notify the Master Trustee of the
termination of a Plan, the Master Trustee shall take no action as to the
termination of this Trust with respect to such Plan, until it has received
notice from the Named Fiduciary or the Corporation that such termination has
been approved by the PBGC. Thereafter and in the event that this Trust does not
form a part of a Plan subject to the jurisdiction of the PBGC, the Master
Trustee shall distribute all cash, securities and other property then
constituting the Fund, less any amounts constituting charges and expenses
payable from the Fund, on the date or dates specified by the Administrative
Committee to such persons and in such manner as the Administrative Committee
shall direct. In making such distributions, the Master Trustee shall be
entitled to assume that such distributions are in full compliance with and are
not in violation of any applicable law regulating the termination of any kind
whatsoever arising from any distribution made by the Master Trustee at the
direction of the Administrative Committee as a result of the termination of
this Agreement and shall indemnify and save the Master Trustee harmless from
any attempt to impose any liability on the Master Trustee with respect to any
such distribution.
16.3 Retention of Nontransferable Property. The Master Trustee reserves
the right to retain such property as is not, in the sole discretion of the
Master Trustee, suitable for distribution at the time of termination of this
Agreement and shall hold such property as custodian for those persons or other
entities entitled to such property until such time as the Master Trustee is
able to make distribution. The Master Trustee's duties and obligations with
respect to any property held in accordance with the above shall be purely
custodial in nature and the Master Trustee shall only be obligated to see to
the safekeeping of such property and make a reasonable effort to prevent
deterioration or waste of such property prior to its distribution. Upon
complete distribution of all property constituting the Fund, this Agreement
shall be deemed terminated.
16.4 Termination in the Absence of Directions from the Administrative
Committee. In the event no direction is provided by the Administrative
Committee with respect to the distribution of a Plan's portion of the Fund upon
termination of this Agreement, the Master Trustee shall make distributions as
are specified by the Plan after notice to the Corporation. In the event the
Plan is silent as to the distributions to be made upon termination of the Plan
or the terms of the Plan are inconsistent with the then applicable law or the
Master Trustee is unable to obtain a copy of the most recent Plan, the Master
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<PAGE> 27
Trustee shall distribute the Fund to participants and their beneficiaries under
the Plan in an equitable manner that will not adversely affect the qualified
status of the Plan under Section 401(a) of the Code or any other statute of
similar import and that will comply with any applicable provisions of ERISA
regulating the allocation of assets upon termination of plans such as the Plan.
The Master Trustee, in such cases, reserves the right to seek a judicial and
administrative determination as to the proper method of distribution of the
Fund upon termination of this Agreement.
16.5 Termination on Corporation Dissolution. If the Corporation ceases to
exist as a result of liquidation, dissolution or acquisition in some manner,
the Fund shall be distributed as provided above upon termination of a Plan
unless a successor company elects to continue the Plan and this Agreement as
provided in this Agreement.
SECTION 17
Merger or Consolidation
17.1 Merger or Consolidation of Master Trustee. Any corporation, or
national association, into which the Master Trustee may be merged or with which
it may be consolidated, or any corporation, or national association, resulting
from any merger or consolidation to which the Master Trustee is a party, or any
corporation, or national association, succeeding to the trust business of the
Master Trustee, shall become the successor of the Master Trustee hereunder,
without the execution or filing of any instrument or the performance of any
further act on the part of the parties hereto.
17.2 Merger or Consolidation of Corporation. Any corporation into which
the Corporation may be merged or with which it may be consolidated, or any
corporation succeeding to all or a substantial part of the business interests
of the Corporation may become the Corporation hereunder by expressly adopting
and agreeing to be bound by the terms and conditions of the Plan and this
Agreement and so notifying the Master Trustee to such effect by submission to
the Master Trustee of an appropriate written document.
17.3 Merger or Consolidation of Plan. In the event that the Named
Fiduciary or the Corporation authorizes and directs that the assets of another
plan be merged or consolidated with or transferred to a Plan participating in
this Trust, the Master Trustee shall take no action with regard to such merger,
consolidation or transfer until it has been notified in writing that each
participant covered under the plan the assets of which are to be merged
consolidated or transferred will immediately after such merger, consolidation
or transfer be entitled to a benefit either equal to or then greater than the
benefit he would have been entitled to had the Plan been terminated.
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SECTION 18
Acceptance of Trust
18.1 Acceptance by Master Trustee. The Master Trustee accepts the Trust
created hereunder and agrees to be bound by all the terms of this Agreement.
SECTION 19
Nonalienation of Trust
19.1 Trust not Subject to Assignment or Alienation. Except as heretofore
provided, no company, participant or beneficiary of the Plans to which the
Trust applies shall have any interest in or right to the assets of this Trust,
and to the full extent of all applicable laws, the assets of this Trust shall
not be subject to any form of attachment, garnishment, sequestration or other
actions of collection afforded creditors of the Corporation, participants or
beneficiaries. The Master Trustee shall not recognize any assignment or
alienation of benefits unless, and then only to the extent, written notices are
received from the Administrative Committee.
19.2 Plans' Interest in Trust not Assignable. The equity or interest of
any participating Plan in the Fund shall not be assignable.
SECTION 20
Governing Law
20.1 Governing Law. This Agreement shall be construed and enforced, to the
extent possible, according to the laws of the Commonwealth of Pennsylvania, and
all provisions hereof shall be administered according to the laws of said
Commonwealth and any federal laws, regulations or rules which may from time to
time be applicable. In case of any conflict between the provisions of the
Plans and this Agreement, the provisions of this Agreement shall govern.
SECTION 21
Parties to Court Proceedings
21.1 Only Corporation and Master Trustee Necessary. To the extent
permitted by law, only the Master Trustee and the Corporation shall be
necessary parties in any application
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<PAGE> 29
to the courts for an interpretation of this Agreement or for an accounting by
the Master Trustee, and no participant under any Plan or other person having an
interest in the Fund shall be entitled to any notice or service of process.
Any final judgment entered in such an action or proceeding shall, to the extent
permitted by law, be conclusive upon all persons claiming under this Agreement
or any Plan.
SECTION 22
Subsidiaries and Affiliates
22.1 Adoption of Master Trust by Subsidiaries and Affiliates. Any Company
which is a subsidiary of the Corporation or which may be affiliated with the
Corporation in any way and which is now or may hereafter be organized under the
laws of the United States of America, or of any State or Territory thereof,
with the approval of the Corporation, by resolution of its own Board of
Directors, may adopt this Agreement, if such subsidiary or affiliate shall have
adopted one or more Plans qualified under Section 401(a) of the Code, as
amended. If any such subsidiary or affiliate so adopts this Agreement, this
Agreement shall establish the trust for such Plans as are specified by such
subsidiary or affiliate and shall constitute a continuation, amendment and
restatement of any prior trust for any such Plans. Furthermore, the assets of
any such Plans may be commingled with the assets of other Plans held in the
Fund pursuant to Section 2.7 hereof. However, the assets of any Plan so held
in the Fund shall not be subject to any claim arising, under any other Plan,
the assets of which are commingled therewith by the Master Trustee for
investment purposes, and under no circumstances shall any of the assets of one
Plan be available to provide the benefits under another Plan. A separate trust
shall be deemed to have been created with respect to each Plan of such
subsidiary or affiliate.
22.2 Segregation from Further Participation. Any subsidiary or affiliate
of the Corporation may, at any time, with the consent of the Corporation,
segregate a Plan's trust from further participation in this Agreement. In such
event, such subsidiary or affiliate shall file with the Master Trustee a
document evidencing the segregation of the Plan from the Fund and its
continuance of a separate trust in accordance with the provisions of this
Agreement as though such subsidiary or affiliate were the sole creator thereof.
In such event, the Master Trustee shall deliver to itself as Master Trustee of
such separate trust such share of the Fund as may be determined by the Master
Trustee to constitute the appropriate share of the Fund, as confirmed by the
Corporation, then held in respect of the participating employees of such
subsidiary or affiliate. Such subsidiary or affiliate may thereafter exercise,
in respect of such separate trust, all of the rights and powers reserved to the
Corporation under the provisions of this Agreement. The equitable share of any
Plan participating in the Fund shall be immediately segregated and withdrawn
from the Fund if the Plan ceases to be qualified under Section 401(a) of the
Code and the Corporation shall promptly notify the Master Trustee
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<PAGE> 30
of any determination by the Internal Revenue Service that any such Plan has
ceased to be so qualified.
22.3 Segregation of Assets Allocable to Specific Employees. The
Administrative Committee may at any time direct the Master Trustee to segregate
and withdraw the equitable share of any such Plan, or that portion of such
equitable share as may be certified to the Master Trustee by the Administrative
Committee as allocable to any specified group or groups of employees or
beneficiaries. Whenever segregation is required, the Master Trustee shall
withdraw from the Fund such assets as it shall in its absolute discretion deem
to be equal in value to the equitable share to be segregated. Such withdrawal
from the Fund shall be in cash or in any property held in such Fund, or in a
combination of both, in the absolute discretion of the Master Trustee. The
Master Trustee shall thereafter hold the assets so withdrawn as a separate
trust fund in accordance with the provisions of this Agreement, which shall be
construed in respect of such assets as if the employer maintaining such Plan
(determined without regard to whether any subsidiaries or affiliates of such
employer have joined in such Plan) has been named as the Corporation hereunder.
Such segregation shall not preclude later readmission to the Fund.
SECTION 23
Authorities
23.1 Corporation. Whenever the provisions of this Agreement specifically
require or permit any action to be taken by "the Corporation", such action must
be authorized by the Board of Directors. Any resolution adopted by the Board
of Directors or other evidence of such authorization shall be certified to the
Master Trustee by the Secretary or an Assistant Secretary of the Corporation
under its corporate seal, and the Trustee may rely upon any authorization so
certified until revoked or modified by a further action of the Board of
Directors similarly certified to the Master Trustee.
23.2 Subsidiary or Affiliate. Any action required or permitted to be taken
under this Agreement by a subsidiary or affiliate of the Corporation shall be
given by the board of directors thereof in the manner described in Section
23.1.
23.3 Named Fiduciary and Administrative Committee. The Corporation shall
furnish the Master Trustee from time to time with a list of the names and
signatures of all Persons (other than the Corporation) authorized to act as the
Corporation designee under Section 1.1, as a Named Fiduciary, as members of the
Administrative Committee, or in any other manner authorized to issue orders,
notices, requests, instructions and objections to the Master Trustee pursuant
to the provisions of this Agreement. Any such list shall be certified by the
Secretary or an Assistant Secretary of the Corporation (or by
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<PAGE> 31
the Secretary or an Assistant Secretary of any subsidiary or affiliate of the
Corporation with respect to members of the Administrative Committee of the
Participating Plans), and may be relied upon for accuracy and completeness by
the Master Trustee. Each such Person shall thereupon furnish the Master
Trustee with a list of the names and signatures of those individuals who are
authorized, jointly or severally, to act for such Person hereunder, and the
Master Trustee shall be fully protected in acting upon any notices or
directions received from any of them.
23.4 Investment Manager. The Named Fiduciary shall cause each Investment
Manager to furnish the Master Trustee from time to time with the names and
signatures of those persons authorized to direct the Master Trustee on its
behalf hereunder.
23.5 Form of Communications. Any agreement between the Corporation and any
Person (including an Investment Manager) or any other provision of this
Agreement to the contrary notwithstanding, all notices, directions and other
communications to the Master Trustee shall be in writing or in such other form,
including transmission by electronic means through the facilities of third
parties or otherwise, specifically agreed to in writing by the Master Trustee,
and the Master Trustee shall be fully protected in acting in accordance
therewith.
23.6 Continuation of Authority. The Master Trustee shall have the right to
assume, in the absence of written notice to the contrary, that no event
constituting a change in the Named Fiduciary or membership of the
Administrative Committee or terminating the authority of any Person, including
any Investment Manager, has occurred.
23.7 No Obligation to Act on Unsatisfactory Notice. The Master Trustee
shall incur no liability under this Agreement for any failure to act pursuant
to any notice, direction or any other communication from any Asset Manager, the
Corporation, the Administrative Committee, or any other Person or the designee
of any of them unless and until it shall have received instructions in form
satisfactory to it.
SECTION 24
Counterparts
24.1 Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, and said
counterparts shall constitute but one and the same instrument and may be
sufficiently evidenced by any one counterpart.
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<PAGE> 32
IN WITNESS WHEREOF, the parties hereto, each intending to be legally
bound hereby, have hereunto set their hands and seals as of the day and year
first above written.
A.H. BELO CORPORATION
By /s/ Michael J. McCarthy
Name: Michael J. McCarthy
Title: Senior Vice President
General Counsel
MELLON BANK, N.A.
By /s/ Robert T. Borza
Name: Robert T. Borza
Title: Vice President
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<PAGE> 33
EXHIBIT "A"
A.H. Belo Employee Savings and Investment Plan Trust Agreement
- 32 -
<PAGE> 34
EXHIBIT "B"
A.H. Belo Employee Savings and Investment Plan
- 33 -
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-8 No. 33-30994) pertaining to The A. H.
Belo Corporation Employees' Savings and Investment Plan of our reports (a)
dated January 26, 1993, with respect to the consolidated financial statements
and schedules of A. H. Belo Corporation included in its Annual Report (Form
10-K) and (b) dated June 18, 1993, with respect to the financial statements and
schedules of The A. H. Belo Corporation Employees' Savings and Investment Plan
included in the Plan's Annual Report (Form 11-K), both for the year ended
December 31, 1992, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG
-----------------
ERNST & YOUNG
Dallas, Texas
January 13, 1994
