Tech Data 2013 Annual Report Download - page 159

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FIITH AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
TECH DATA CORPORATION
THIS FIFTH AMENDMENT, dated as of the twenty-first day of December, 2012, and effective on that date unless otherwise stated
herein, by and between Fidelity Management Trust Company (the "Trustee") and Tech Data Corporation (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust Agreement dated August 1, 2003, with regard to the Tech Data
Corporation 401(k) Savings Plan (the "Plan"); and
WHEREAS, the Sponsor now desires, and hereby directs the Trustee, in accordance with Section 8(c) of the Trust Agreement and
pursuant to the relevant direction provided by the Sponsor to the Trustee in writing, to commence liquidating all participant balances held in the
Tech Data Stock Fund on December 21, 2012, in accordance with the Trustee's best practices in the marketplace, as acknowledged and understood
by the Sponsor, and continuing until all of the Tech Data Stock Fund is liquidated. The Sponsor is fully aware that market conditions may dictate
that the trading occurs over several days, and that such transactions are subject to certain uncontrollable market conditions that may make it difficult
or impossible to complete the necessary stock trading in a specific number of days. The Sponsor anticipates
that the liquidation will be completed and all trades settled by the close of business (4:00 p.m. ET) on January 2, 2013. The Sponsor further directs
that upon completion of the liquidation and settlement or the last order, the Trustee shall invest the proceeds of such liquidation in the Fidelity
Freedom® Fund determined according to a methodology selected by the Named Fiduciary and communicated to the Trustee in writing. The parties
hereto agree that the Trustee shall have no discretionary authority with respect to this sale and transfer directed by the Sponsor. Any variation from
the procedure described herein may be instituted only at the express written direction of the Sponsor; and
WHEREAS,
the Sponsor now desires, and hereby directs the Trustee, in accordance with Section 8(c) of the Trust Agreement, effective at
the close of business (4:00 p.m. ET) on January 2, 2013, to redirect all participant contributions directed to the Tech Data Stock Fund to be invested
in the Fidelity Freedom® Fund determined according to a methodology selected by the Named Fiduciary and communicated to the Trustee in
writing. The parties hereto agree that the Trustee shall have no discretionary authority with respect to this redirection directed by the Sponsor. Any
variation from the procedure described herein may be instituted only at the express written direction of the Sponsor; 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:
(a) Selection of Investment Options.
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. The parties acknowledge that the Sponsor is capable of evaluating investment
risks independently. The Sponsor affirms that at all times all decisions concerning the plan's investment line-
up or its investment strategies,
including, but not limited to, evaluations of information provided by Trustee or its affiliates, shall be made by exercising independent
judgment.
(1)
Effective upon completion of the above
-referenced Tech Data Stock Fund liquidation . amending to restate Section 5(a),
Selection or Investment Options , in its entirety, as follows:
(2)
Effective upon completion of the above
-referenced Tech Data Stock Fund liquidation, amending Section I, Definitions , to
delete subsection (c) "Available Liquidity", (g) "Closing Price", (jj) "Specified Hierarchy", (mm) "Sponsor Stock", and (nn)
"Stock Fund", in their entirety, and re-lettering all subsequent subsections accordingly.