ANGELICA CORP /NEW/
<DOCUMENT>
<TYPE>EX-10.37
<SEQUENCE>11
<FILENAME>exh10p37.txt
<TEXT>
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                                                                Exhibit 10.37


 TRUST UNDER ANGELICA CORPORATION MIRROR 401(K) AND DEFERRED COMPENSATION PLAN

         This Agreement made this 1st day of November, 2003, by and between
                                  ---        --------
Angelica Corporation (Company) and UMB Bank (Trustee).

         WHEREAS, Company has adopted the nonqualified deferred compensation
Plan entitled "Angelica Corporation Mirror 401(k) and Deferred Compensation
Plan";

         WHEREAS, Company has incurred or expects to incur liability under
the terms of such Plan with respect to the individuals participating in such
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; and

         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 one hundred
                  dollars ($100.00), which shall become the principal of the
                  Trust to be held, administered and disposed of by Trustee
                  as provided in this Trust Agreement.

         (b)      The Trust hereby established is revocable by Company, but
                  the Trust shall become irrevocable upon a Change of
                  Control, as defined herein.

         (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


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                  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.

         (e)      Company, in its sole discretion, may at any time, or from
                  time to time, make additional deposits of cash or other
                  property in trust with Trustee to augment the principal to
                  be held, administered and disposed of by Trustee as
                  provided in this Trust Agreement. Neither Trustee nor any
                  Plan participant or beneficiary shall have any right to
                  compel such additional deposits.

         (f)      Upon a Change of Control, Company shall, as soon as
                  possible, but in no event longer than fifteen (15) days
                  following the Change of Control, as defined herein, make
                  an irrevocable contribution to the Trust in an amount that
                  is sufficient to pay each Plan participant or beneficiary
                  the benefits to which Plan participants or their
                  beneficiaries would be entitled pursuant to the terms of
                  the Plan as of the date on which the Change of Control
                  occurred.

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 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 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 payment 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.

                                     2

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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 law as set
                  forth below.

                  (1)      The Board of Directors of the Company and the
                           Chief Executive Officer 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 to 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. Nothing 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


                                     3

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                  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 of benefits have been made to Plan participants and their
beneficiaries pursuant to the terms of the Plan.

Section 5.        Investment Authority
                  --------------------

         (a)      Trustee shall invest the principal of the Trust and any
                  earnings thereon in accordance with written directions
                  from Company. Such directions shall provide Trustee with
                  the investment discretion to invest the above-referenced
                  amounts within broad guidelines established by Trustee and
                  Company and set forth therein.

         (b)      Subject to Subsection (a), Trustee may

                  (1)      invest and reinvest the amounts described in
                           Subsection (a) in any form of property not
                           prohibited by law, including, without limitation
                           on the amount which may be invested therein, any
                           mutual funds, money market funds, certificates of
                           deposit, life insurance policies, annuity
                           contracts, and other deposits yielding a
                           reasonable rate of interest; and

                  (2)      hold cash uninvested in an amount considered
                           necessary and prudent for proper administration
                           of the Trust, or deposit the same with any
                           banking, savings, or similar financial
                           institution supervised by the United States or
                           any State, including Trustee's own banking
                           department.

         (c)      Trustee is expressly authorized and empowered to purchase
                  such insurance as it shall determine to be necessary or
                  advisable to best advance the purposes of the Trust and
                  the interests of a beneficiary, and Trustee shall purchase
                  such insurance as is required to satisfy the obligations
                  to a beneficiary under the Plan, to the extent such
                  insurance may be obtained from an insurance carrier of
                  adequate quality at reasonable rates.

         (d)      Notwithstanding the foregoing, in no event may Trustee
                  invest in securities (including stock or rights to acquire
                  stock) or obligations issued by Company, other than a de
                  minimis amount held in common investment vehicles in which
                  Trustee invests. All rights associated with assets of the
                  Trust shall be exercised by Trustee or the person
                  designated by Trustee, and shall in no event be
                  exercisable by or rest with the beneficiaries.

         (e)      Company shall have the right, at any time, and from time
                  to time in its sole discretion, to substitute assets of
                  equal fair market value for any asset held by the Trust.

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Section 6.        Disposition of Income
                  ---------------------

         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 sixty (60) days following the close of
each calendar year and within sixty (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 of 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.

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         (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)      However, notwithstanding the provisions of Section 8(e)
                  above, Trustee may loan to Company the proceeds of any
                  borrowing against an insurance policy held as an asset of
                  the Trust.

         (g)      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. 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 thirty (30) days after receipt of
                  such notice unless Company and Trustee agree otherwise.

         (b)      Trustee may be removed by Company on thirty (30) days notice
                  or upon shorter notice accepted by Trustee.

         (c)      Upon a Change of Control, as defined herein, Trustee may
                  not be removed by Company for two (2) years.

         (d)      If Trustee resigns within two (2) years after a Change of
                  Control, as defined herein, Company shall apply to a court
                  of competent jurisdiction for the appointment of a
                  successor Trustee or for instructions.

         (e)      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 ninety (90) days after receipt of
                  notice of resignation, removal or transfer, unless Company
                  extends the time limit.

         (f)      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

                                     6

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                  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) hereof.

         (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,
                  unless sooner revoked in accordance with Section 1(b)
                  hereof. Upon termination of the Trust any assets remaining
                  in the Trust shall be returned to Company.

         (c)      Upon written approval of participants or beneficiaries
                  entitled to payment of benefits pursuant to the terms of
                  the Plan, Company may terminate this Trust prior to the
                  time all benefit payments under the Plan have been made.
                  All assets in the Trust at termination 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.

                                     7

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

         (d)      For purposes of this Trust, Change of Control shall mean:

                  (1)      The acquisition by any individual, entity or
                           group, or a Person (within the meaning of Section
                           13(d)(3) or 14(d)(2) of the Securities Exchange
                           Act of 1934, as amended (the "Exchange Act") of
                           ownership of 20% or more of either (a) the then
                           outstanding shares of common stock of Company
                           (the "Outstanding Angelica Common Stock") or (b)
                           the combined voting power of the then outstanding
                           voting securities of Company entitled to vote
                           generally in the election of directors (the
                           "Outstanding Angelica Voting Securities"); or

                  (2)      Approval by the stockholders of Company of a
                           reorganization, merger or consolidation, in each
                           case, unless, following such reorganization,
                           merger or consolidation, (a) more than 50% of,
                           respectively, the then outstanding shares of
                           common stock of the corporation resulting from
                           such reorganization, merger or consolidation and
                           the combined voting power of the then outstanding
                           voting securities of such corporation entitled to
                           vote generally in the election of directors is
                           then beneficially owned, directly or indirectly,
                           by all or substantially all of the individuals
                           and entities who were the beneficial owners,
                           respectively, of the Outstanding Angelica Common
                           Stock and Outstanding Angelica Voting Securities
                           immediately prior to such reorganization, merger
                           or consolidation in substantially the same
                           proportions as their ownership, immediately prior
                           to such reorganization, merger or consolidation,
                           of the Outstanding Angelica Common Stock and
                           Outstanding Angelica Voting Securities, as the
                           case may be, (b) no Person beneficially owns,
                           directly or indirectly, 20% or more of,
                           respectively, the then outstanding shares of
                           common stock of the corporation resulting from
                           such reorganization, merger or consolidation or
                           the combined voting power of the then outstanding
                           voting securities of such corporation, entitled
                           to vote generally in the election of directors
                           and (c) at least a majority of the members of the
                           board of directors of the corporation resulting
                           from such reorganization, merger or consolidation
                           were members of the Incumbent Board at the time
                           of the execution of the initial agreement
                           providing for such reorganization, merger or
                           consolidation; or

                  (3)      Approval by the stockholders of Company of (a) a
                           complete liquidation or dissolution of Company or
                           (b) the sale or other disposition of all or
                           substantially all of the assets of Company, other
                           than to a corporation, with respect to which
                           following such sale or other disposition, (1)
                           more than 50% of, respectively, the then
                           outstanding shares of common stock of such
                           corporation and the combined voting power of the
                           then outstanding voting securities of such
                           corporation entitled to vote generally in the
                           election of directors is then beneficially owned,
                           directly or indirectly, by


                                     8

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                           all or substantially all of the individuals and
                           entities who were the beneficial owners,
                           respectively, of the Outstanding Angelica Common
                           Stock and Outstanding Angelica Voting Securities
                           immediately prior to such sale or other
                           disposition in substantially the same proportion
                           as their ownership, immediately prior to such
                           sale or other disposition, of the Outstanding
                           Angelica Common Stock and Outstanding Angelica
                           Voting Securities, as the case may be, (2) no
                           Person beneficially owns, directly or indirectly,
                           20% or more of, respectively, the then
                           outstanding shares of common stock of such
                           corporation and the combined voting power of the
                           then outstanding voting securities of such
                           corporation entitled to vote generally in the
                           election of directors and (3) at least a majority
                           of the members of the board of directors of such
                           corporation were members of the Incumbent Board
                           at the time of the execution of the initial
                           agreement or action of the Board providing for
                           such sale or other disposition of assets of
                           Company.

Section 14.       Effective Date
                  --------------

         The effective date of this Trust Agreement shall be November 1, 2003.
                                                             ----------

                                              ANGELICA CORPORATION



                                              By      /s/ T. M. Armstrong
                                                 -----------------------------
                                                           "Company"



                                              UMB BANK, N.A.



                                              By   /s/                   V.P.
                                                 -----------------------------
                                                          "Trustee"


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