Sample Business Contracts

Rabbi Trust - MasterCard International and Wells Fargo Bank

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This Agreement is made and entered into as of December 21, 1993 by and between
MasterCard International ("Company") and Wells Fargo Bank ("Trustee").

         WHEREAS, Company has adopted certain deferred compensation agreements
(the "Plan");

         WHEREAS, Company wishes to establish a trust (hereinafter called
"Trust") and to contribute to the Trust assets that shall be held therein,
subject to the claims of Company's creditors in the event of Company's
Insolvency, as herein defined, until paid to Plan participants and their
beneficiaries in such manner and at such times as specified in the Plan;

         WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974;

         WHEREAS, it is the intention of Company to make contributions to the
Trust to provide itself with a source of funds to assist it in the meeting of
its liabilities under the Plan;

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

Section 1. Establishment of Trust.

         (a) Company hereby deposits with Trustee in trust $100, which shall
become the principal of the Trust to be held, administered and disposed of by
Trustee as provided in this Trust Agreement.

         (b) The Trust hereby established shall be irrevocable.

         (c) The Trust is intended to be a grantor trust, of which Company is
the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.

         (d) The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of Company and shall be used exclusively for
the uses and purposes of Plan participants and general creditors as herein set
forth. Plan participants and their beneficiaries shall have no preferred claim
on, or any beneficial ownership interest in, any assets of the Trust. Any rights
created under the Plan and this Trust Agreement shall be mere unsecured
contractual rights of Plan participants and their beneficiaries against Company.
Any assets held by the Trust will be subject to the claims of Company's general
creditors under federal and state law in the event of Insolvency, as defined in
Section 3(a) herein.

Section 2. Payments to Plan Participants and Their Beneficiaries.

         (a) Company shall deliver to Trustee a schedule (the "Payment
Schedule") that indicates the amounts payable in respect of each Plan
participant (and his or her beneficiaries), that provides a formula or other
instructions acceptable to Trustee for determining the amounts so payable, the
form in which such amount is to be paid (as provided for or available under the
Plan), and the time of commencement for payment of such amounts. Except as
otherwise provided herein, Trustee shall make payments to the Plan participants
and their beneficiaries into the terms of the Plan and shall pay amounts
withheld to the appropriate taxing authorities or determine that such amounts
have been reported, withheld and paid by Company.

         (b) The entitlement of a Plan participant or his or her beneficiaries
to benefits under the Plan shall be determined by Company or such party as it
shall designate under the Plan, and any claim for such benefits shall be
considered and reviewed under the procedures set out in the Plan.

         (c) Company may make payments of benefits directly to Plan participants
or their beneficiaries as they become due under the terms of the Plan. Company
shall notify Trustee of its decision to make payment of benefits directly prior
to the time amounts are payable to participants or their beneficiaries. In
addition, if the principal of the Trust, and any earnings thereon, are not
sufficient to make payments of benefits in accordance with the terms of the
Plan, Company shall make the balance of each such payment as it falls due.
Trustee shall notify Company where principal and earnings are not sufficient.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When
           Company Is Insolvent.

         (a) Trustee shall cease payment of benefits to Plan participants and
their beneficiaries if the Company is Insolvent. Company shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay
its debts as they become due, or (ii) Company is subject to a pending proceeding
as a debtor under the United States Bankruptcy Code.

         (b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject to
claims of general creditors of Company under federal and state laws as set forth

                  (1) The Board of Directors and the Chief Executive Officer [or
         substitute the title of the highest ranking officer of the Company] of
         Company shall have the duty to inform Trustee in writing of Company's
         Insolvency. If a person claiming to be a creditor of Company alleges in
         writing to Trustee that Company has become Insolvent, Trustee shall
         determine whether Company is Insolvent and, pending such determination,
         Trustee shall discontinue payment of benefits of Plan participants or
         their beneficiaries.

                  (2) Unless Trustee has actual knowledge of Company's
         Insolvency, or has received notice from Company or a person claiming to
         be a creditor alleging that Company is Insolvent, Trustee shall have no
         duty to inquire whether Company is Insolvent. Trustee may in all events
         rely on such evidence concerning Company's solvency as may be furnished
         to Trustee and that provides Trustee with a reasonable basis for making
         a determination concerning Company's solvency.

                  (3) If at any time Trustee has determined that Company is
         Insolvent, Trustee shall discontinue payments to Plan participants or
         their beneficiaries and shall hold the assets of the Trust for the
         benefit of Company's general creditors. Notwithstanding in this Trust
         Agreement shall in any way diminish any rights of Plan participants or
         their beneficiaries to pursue their rights as general creditors of
         Company with respect to benefits due under the Plan or otherwise.

                  (4) Trustee shall resume the payment of benefits to Plan
         participants or their beneficiaries in accordance with Section 2 of
         this Trust Agreement only after Trustee has determined that Company is
         not Insolvent (or is no longer Insolvent).

         (c) Provided that there are sufficient assets, if Trustee discontinues
the payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
participants or their beneficiaries under the terms of the Plan for the period
of such discontinuance, less the aggregate amount of any payments made to Plan
participants or their beneficiaries by Company in lieu of the payments provided
for hereunder during any such period of discontinuance.

Section 4. Payments to Company.

         Except as provided in Section 3 hereof, after the Trust has become
irrevocable, Company shall have no right or power to direct Trustee to return to
Company or to divert to others any of the Trust assets before all payment[s] of
benefits have been made to Plan participant and their beneficiaries pursuant to
the terms of the Plan.

Section 5. Investment Authority.

         (a) Except as provided below, the Company shall have all power over and
responsibility for the management, disposition, and investment of the Trust
assets, and the Trustee shall comply with proper written directions of the
Company concerning the Trust assets. The Company shall not issue directions in
violation of the terms of this Agreement. Except as provided in this Agreement,
the Trustee shall have no duty or responsibility to review, initiate action, or
make recommendations regarding the Trust assets and shall retain such assets
until directed in writing by the Company to dispose of them.

         (b) The Company may appoint an Investment Manager or Managers to
direct, control or manage the investment of all or a portion of the Trust
assets. The Company shall notify the Trustee in writing of the appointment of
each Investment Manager and the portion of the Trust assets subject to the
Investment Manager's direction. If the foregoing conditions are met, the
Investment Manager shall have the power to manage, acquire, retain, or dispose
of such portion of the Trust assets and the Trustee shall not be liable for the
acts or omissions of the Investment Manager or be under an obligation to invest
or otherwise manage the portion of the Trust assets which is subject to the
direction of such Investment Manager.

         (c) The Company may also delegate all of its investment authority to
the Trustee for all or part of the Trust. Upon written acceptance of that
delegation, the Trustee shall have full

power and authority to invest and reinvest the portion of the Trust so
designated by the Company in investments of any kind.

Section 6. Disposition of Income

         (a) During the term of this Trust, all income received by the Trust,
net of expenses and taxes, shall be accumulated and reinvested.

Section 7. Accounting by Trustee.

         Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Company and Trustee. Within 60 days following the close of each calendar year
and within 60 days after the removal or resignation of Trustee, Trustee shall
deliver to Company a written account of its administration of the Trust during
such year or during the period from the close of the last preceding year to the
date of such removal or resignation, setting forth all investments, receipts,
disbursements and other transactions effected by it, including a description of
all securities and investments purchased and sold with the cost or net proceeds
of such purchases or sales (accrued interest paid or receivable being shown
separately), and showing all cash, securities and other property held in the
Trust at the end of such year or as of the date of such removal or resignation,
as the case may be.

Section 8. Responsibility of Trustee.

         (a) Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims, provided, however, that
Trustee shall incur no liability to any person for any action taken pursuant to
a direction, request or approval given by Company which is contemplated by, and
in conformity with, the terms of the Plan or this Trust and is given in writing
by Company. In the event a dispute between Company and a party, Trustee may
apply to a court of competent jurisdiction to resolve the dispute.

         (b) If Trustee undertakes or defends any litigation arising in
connection with this Trust, Company agrees to indemnify Trustee against
Trustee's costs, expenses and liabilities (including without limitation,
attorneys' fees and expenses) relating thereto and to be primarily liable for
such payments. If Company does not pay such costs, expenses, and liabilities in
a reasonably timely manner, Trustee may obtain payment from the Trust.

         (c) Trustee may consult with legal counsel (who may also be counsel for
Company generally) with respect to any of its duties or obligations hereunder.

         (d) Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.

         (e) Trustee shall have, without exclusion, all powers conferred on
trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is

held as an asset of the Trust, Trustee shall have no power to name a beneficiary
of the policy other than the Trust, to assign the policy (as distinct from
conversion of the policy to a different form) other than to a successor Trustee,
or to loan to any person the proceeds of any borrowing against such policy.

         (f) Notwithstanding any powers granted to Trustee pursuant to this
Trust Agreement or to applicable law, Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 9. Compensation and Expenses of Trustee.

         Company shall pay all administrative and Trustee's fees and expenses as
per the agreed upon schedule. If not so paid, the fees and expenses shall be
paid from the Trust.

Section 10. Resignation and Removal of Trustee.

         (a) Trustee may resign at any time by written notice to Company, which
shall be effective 60 days after receipt of such notice unless Company and
Trustee agree otherwise.

         (b) Trustee may be removed by Company on 60 days notice or upon shorter
notice accepted by Trustee.

         (c) Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee. The transfer shall be completed within 60 days after receipt of notice
of resignation, removal or transfer, unless Company extends the time limit.

         (d) If Trustee resigns or is removed, a successor shall be appointed,
in accordance with Section 11 hereof, by the effective date of resignation or
removal under paragraphs (a) or (b) of this section. If no such appointment has
been made, Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses of Trustee in
connection with the proceeding shall be allowed as administrative expenses of
the Trust.

Section 11. Appointment of Successor.

         (a) If Trustee resigns or is removed in accordance with Section 10(a)
or (b) hereof, Company may appoint any third party, such as a bank trust
department or other party that may be granted corporate trustee powers under
state law, as a successor to replace Trustee upon resignation or removal. The
appointment shall be effective when accepted in writing by the new Trustee, who
shall have all of the rights and powers of the former Trustee, including
ownership rights in the Trust assets. The former Trustee shall execute any
instrument necessary or reasonably requested by Company or the successor Trustee
to evidence the transfer.

         (b) The successor Trustee need not examine the records and acts of any
prior Trustee and may retain or dispose of existing Trust assets, subject to
Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and
Company shall indemnify and defend the successor

Trustee from any claim or liability resulting from any action or inaction of any
prior Trustee or from any other past event, or any condition existing at the
time it becomes successor Trustee.

Section 12. Amendment or Termination.

         (a) This Trust Agreement may be amended by a written instrument
executed by Trustee and Company. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plan or shall make the Trust
revocable after it has become irrevocable in accordance with Section 1(b)

         (b) The Trust shall not terminate until the date on which Plan
participants and their beneficiaries are no longer entitled to benefits pursuant
to the terms of the Plan. Upon termination of the Trust any assets remaining in
the Trust shall be returned to Company.

Section 13. Miscellaneous

         (a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.

         (b) Benefits payable to Plan participants and their beneficiaries under
this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.

         (c) This Trust Agreement shall be governed by and construed in
accordance with the laws of California.

Section 14. Effective Date

         The effective date of this Trust Agreement shall be December 21, 1993.

Wells Fargo Bank, N.A.                   MasterCard International

By                                       By
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