Supplemental Employee Retirement Plan

EXHIBIT 10(d)(1)(ii)


TRUST FOR ANTHONY INDUSTRIES, INC.


SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN


FOR THE BENEFIT OF


B. I. FORESTER


This Agreement made this 20 day of November, 1995, by and between ANTHONY INDUSTRIES, INC. ("the Company") and WELLS FARGO BANK N.A. ("Trustee").


WHEREAS, pursuant to that certain agreement between the Company and B. I. Forester ("Forester") dated November 20, 1995 (the "November 20 Agreement"), the Company has adopted a "Supplemental Employee Retirement Plan" for the benefit of B. I. Forester ("SERP");


WHEREAS, the Company will incur liability under the terms of such SERP with respect to benefits payable to Forester and his spouse (hereinafter the "Foresters");


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


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WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the SERP 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 the Company to make contributions to the Trust to provide it with a source of funds to assist it in the meeting of its liabilities under the SERP;


NOW, THEREFORE, Anthony Industries, Inc. and Wells Fargo Bank N.A. do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:


ARTICLE 1


ESTABLISHMENT OF TRUST


1.1 The Company hereby deposits with Trustee in trust not less than One Dollar ($1.00), which shall be the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement and the SERP. This Trust Agreement and the SERP are intended to be administered together by the Company.


1.2 The Trust hereby established shall be irrevocable by the Company.


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1.3 The Trust is intended to be a grantor trust, of which the 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.


1.4 The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the Foresters and general creditors as herein set forth. The Foresters shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the SERP and this Trust Agreement shall be mere unsecured contractual rights of the Foresters against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3.1 herein.


1.5 The Company may, from time to time, make additional deposits of cash in Trust with the Trustee as required by the terms of the SERP, to augment the principal to be held, administered and disposed of by the Trustee as provided in the SERP and the Trust.


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ARTICLE 2


PAYMENTS TO THE FORESTERS


2.1 At such time as the Foresters become entitled to receive distributions, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the monthly amounts payable in respect of Forester, and the monthly due date for payment of such monthly amounts. Upon the death of Forester, and if Forester's spouse shall have survived him, the Company shall deliver a new Payment Schedule to the Trustee indicating the monthly amount payable to Forester's surviving spouse. Except as otherwise provided herein, Trustee shall make payments to the Foresters in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the SERP and shall pay amounts withheld to the appropriate taxing authorities unless the Trustee determines that such amounts have already been reported, withheld and paid by the Company.


2.2 The entitlement of the Foresters to benefits under the SERP shall be determined solely by the Company under the terms of the SERP.


2.3 The Company may make payment of benefits directly to the Foresters as they become due under the terms of the SERP. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time each payment is payable to the


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Foresters. 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 SERP, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company when principal and earnings are not sufficient.


ARTICLE 3


TRUSTEE RESPONSIBILITY REGARDING


PAYMENTS TO THE FORESTERS


WHEN THE COMPANY IS INSOLVENT


3.1 The Trustee shall cease payment of benefits to the Foresters if the Company is Insolvent. The Company shall be considered "Insolvent" for purposes of this Trust if (a) the Company is unable to pay its debts as they become due, or (b) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.


3.2 At all times during the continuance of this Trust, as provided in Section 1.4 hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.


(a) The Board of Directors and Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the Company's Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the


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Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Foresters.


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


(c) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue paymen ...