Common use of APPOINTMENT AND REMOVAL OF TRUSTEES Clause in Contracts

APPOINTMENT AND REMOVAL OF TRUSTEES. Effective January 1, 2003, Sections 8.1 and 8.2 of the Agreement shall be amended to read in full as follows: Section 8.1. The Trustee acting hereunder shall be one or more qualified corporations appointed by TCF Financial to serve in such capacity. The number of Trustees shall not be increased or decreased except with the written consent of at least two-thirds of the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent). Upon any determination to increase the number of Trustees, or upon the removal or resignation of any Trustee, the vacancy or vacancies so created shall be filled by such qualified corporations as may be appointed by the Board of Directors of TCF Financial and approved in writing by at least two-thirds of the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent). If the Board of Directors of TCF Financial fails to make such an appointment or the appointed corporation fails to receive the required written consent, and if there is no other Trustee then acting, a successor Trustee or Trustees shall be appointed by a court of competent jurisdiction. Any such appointment shall be effective upon the acceptance thereof in writing by the qualified corporation so appointed and delivery of a signed copy of such acceptance to the Trustee then in office. Section 8.2. The Trustee, and any successor to any Trustee, may be removed by the Board of Directors of TCF Financial at any time upon the receipt by the Board of Directors of TCF Financial of the consent of at least two-thirds of the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent) to such removal and upon the giving of 30 days’ prior written notice to such Trustee and to any other Trustee then acting. Such removal shall be effective on the date specified in such written notice; provided, that notice shall theretofore have been given to the Trustee of the appointment of a successor Trustee or Trustees in the manner hereinafter set forth.

APPOINTMENT AND REMOVAL OF TRUSTEES. Effective January (1) Subject to (2) below, 2003the Trustee may: (a) by deed, Sections 8.1 and 8.2 appoint (in place of or in addition to the Trustee for the time being) a corporate trustee (which may include a limited liability partnership) and/or individual trustees; (b) by deed, remove the Trustee or any other trustee. (2) A Trustee may retire from the trusts of the Agreement Scheme by: (a) giving at least three Months’ notice to any remaining Trustee (or such lesser notice as any remaining Trustee agrees); and (b) executing such documents and doing such things as may be necessary. (3) Unless there is a sole corporate trustee (which may include a limited liability partnership), there shall be amended to read in full as follows: Section 8.1no fewer than four trustees and no more than eight trustees. The Trustee acting hereunder shall may continue to act notwithstanding any casual or temporary vacancy in number (or if there is a vacancy in the required number of Member- Nominated Trustees or Employer-Nominated Trustees). (4) Unless there is a sole corporate trustee (which may include a limited liability partnership), the Trustee will appoint a trustee to be one or more qualified corporations appointed by TCF Financial Chair of Trustees and a trustee to serve in such capacitybe Vice Chair. The number roles will be filled by one Member-Nominated Trustee and one Employer-Nominated Trustee, as decided by the Trustee from time to time. The Trustees may terminate the appointment of Chair of Trustees shall not be increased or decreased except with the written consent of and Vice Chair at least two-thirds of the aggregate of any time. (i5) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if At all times a majority of such beneficiaries give their consent). Upon any determination to increase Trustees (or trustee directors, as applicable) will be non- affiliated for the number purposes of Trustees, or upon Regulation 27 of the removal or resignation of any Trustee, the vacancy or vacancies so created shall be filled by such qualified corporations as may Occupational Pension Schemes (Scheme Administration) Regulations 1996 and will be appointed via an open and transparent process as determined by the Board of Directors of TCF Financial Trustee from time to time. (6) Sections 241 and approved in writing by at least two-thirds 242 of the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent). If the Board of Directors of TCF Financial fails to make such an appointment or the appointed corporation fails to receive the required written consent, and if there is no other Trustee then acting, a successor Trustee or Trustees shall be appointed by a court of competent jurisdiction. Any such appointment shall be effective upon the acceptance thereof in writing by the qualified corporation so appointed and delivery of a signed copy of such acceptance to the Trustee then in office. Section 8.2. The Trustee, and any successor to any Trustee, may be removed by the Board of Directors of TCF Financial at any time upon the receipt by the Board of Directors of TCF Financial of the consent of at least two-thirds of the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent) to such removal and upon the giving of 30 days’ prior written notice to such Trustee and to any other Trustee then acting. Such removal shall be effective on the date specified in such written notice; provided, that notice shall theretofore have been given to the Trustee of PA 2004 regarding the appointment of member- nominated trustees and member-nominated directors apply to the Scheme save that one-half of the total number of trustees or trustee directors will be member-nominated trustees or member-nominated trustee directors, as relevant (a successor “Member-Nominated Trustee”). A person who is not a member of the Scheme can qualify for selection as a Member-Nominated Trustee. A Participating Employer will not require that it is to approve the eligibility for selection of a non-member as a Member-Nominated Trustee. (7) One-half of the total number of trustees or trustee directors will be employer- nominated trustees or employer-nominated trustee directors (“Employer-Nominated Trustees”). Employer-Nominated Trustees will be nominated and selected through a process determined by the Trustee or Trustees in the manner hereinafter set forthfrom time to time.

APPOINTMENT AND REMOVAL OF TRUSTEES. Effective January 19.1 The power of appointment and removal of new Trustees shall be vested in *23. description of person or persons with powers of appointment and removal* (Appointer). 9.2 The Appointer shall appoint and remove Trustees in accordance with the following criteria: 9.3 Appointer shall appoint and remove Trustees in accordance with the following criteria: (a) Nominations for elected positions on the Board will be via a written nomination seconded by a current member and endorsed by the nominee. (b) Nominations are to be received by the Board Chairman at least 7 days prior to a Trustee meeting at which the nomination will be discussed. (c) After the completion of an initial 3 year term, 2003, Sections 8.1 and 8.2 a Board member may apply to be re-elected for a final 2 year term at the next available Trustee meeting by way of a simple majority. (d) A retired Board member may be eligible for re-election after a minimum of 2 years off the Board. (e) Vacancies on the Board may be filled by appointment by a decision of the Agreement majority of current Board members. (f) Such appointments shall be amended based on the best person for the job, having regard to read in full as followsthe skills required on the Board at that time. 9.4 A Trustee shall cease to hold office if the Trustee: Section 8.1. The (a) resigns as Trustee acting hereunder shall by giving written notice to the Chairperson; (b) dies while holding office as a Trustee; (c) becomes bankrupt or enters into any composition or scheme or arrangement with his or her creditors; (d) is convicted of an indictable offence without right of further appeal; (e) becomes of unsound mind or becomes subject to a personal order or a property order under the Protection of Personal and Property Rights Act 1988; (f) is removed by the Appointer; (g) becomes disqualified to be one or more qualified corporations appointed by TCF Financial to serve an officer of a charity in such capacity. The number of Trustees shall not be increased or decreased except accordance with the written consent of at least two-thirds Charities Act; (h) has been deemed by unanimous vote of the aggregate of other Trustees that he or she has failed to fulfil his or her duties as a Trustee (i) the Plan’s participants who are active employees, Is absent from New Zealand for 4 months or more (iiconsequtively) the participants who are former employees but who are entitled and has not been able to benefits under the Plan and participate in meetings via telephone or web conferencing. (iiij) the beneficiaries fails to attend 3 consecutive Board meetings without being granted written leave of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent). Upon any determination to increase the number of Trustees, or upon the removal or resignation of any Trustee, the vacancy or vacancies so created shall be filled by such qualified corporations as may be appointed absence by the Board of Directors of TCF Financial and approved in writing by at least two-thirds of Board. [*Option 27 – appointer may appoint an advisory trustee* 9.5 The Appointer shall also have the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled power to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent). If the Board of Directors of TCF Financial fails to make such an appointment or the appointed corporation fails to receive the required written consent, and if there is no other Trustee then acting, a successor Trustee or Trustees shall be appointed by a court of competent jurisdiction. Any such appointment shall be effective upon the acceptance thereof in writing by the qualified corporation so appointed and delivery of a signed copy of such acceptance to the Trustee then in office. Section 8.2. The Trustee, and appoint any successor to any Trustee, may be removed by the Board of Directors of TCF Financial person at any time upon the receipt by the Board of Directors of TCF Financial or times as an advisory Trustee provided that any such advisory Trustee shall not vote on any resolution of the consent of at least two-thirds Trustees or participate in the management or administration of the aggregate Trust Assets. 9.6 The Trustees shall record in the Minute Book of (i) the Plan’s participants who are active employeesTrust every appointment, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries reappointment, removal or cessation of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries office of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent) to such removal and upon the giving of 30 days’ prior written notice to such any Trustee and to any other Trustee then acting. Such removal shall be effective on the date specified in such written notice; provided, that notice shall theretofore have been given to the Trustee notify Charities Services of the appointment all changes of a successor Trustee or Trustees in accordance with the manner hereinafter set forthCharities Act.

APPOINTMENT AND REMOVAL OF TRUSTEES. Effective January 1, 2003, Sections 8.1 and 8.2 of 36.1 The Unit Holders may at any time or times by Deed appoint a new or additional Trustee or Trustees or remove any Trustee or Trustees for the Agreement shall be amended to read in full as follows: Section 8.1. The Trustee acting hereunder shall be one time being PROVIDED THAT the new or more qualified corporations appointed by TCF Financial to serve in such capacity. The number of Trustees shall not be increased or decreased except with the written consent of at least two-thirds of the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent). Upon any determination to increase the number of Trustees, or upon the removal or resignation of any Trustee, the vacancy or vacancies so created shall be filled by such qualified corporations as may be appointed by the Board of Directors of TCF Financial and approved in writing by at least two-thirds of the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent). If the Board of Directors of TCF Financial fails to make such an appointment or the appointed corporation fails to receive the required written consent, and if there is no other Trustee then acting, a successor additional Trustee or Trustees shall be appointed by a court of competent jurisdiction. Any such appointment shall be effective upon the acceptance thereof in writing by the qualified corporation so appointed same or other Deed undertake to be bound by and delivery perform the obligations of a signed copy Trustee under this Indenture and accept liability for the proper obligations of any outgoing Trustee in its capacity as such acceptance to AND PROVIDED ALWAYS that the Trustee then in office. Section 8.2. The Trustee, and any successor to any Trustee, may be removed by the Board of Directors of TCF Financial Founder shall not at any time upon the receipt by the Board of Directors of TCF Financial of the consent of at least two-thirds of the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of be eligible for appointment as a single participant Trustee hereof. 36.2 The Trustee declares that it shall act continuously as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent) to such removal and upon the giving of 30 days’ prior written notice to such Trustee and to any other Trustee then acting. Such removal shall be effective on the date specified in such written notice; provided, that notice shall theretofore have been given to the Trustee of the Trust until the Trust is determined as herein provided or the Trustee has retired or been removed from office as herein provided. 36.3 A Trustee shall vacate the office of Trustee: 36.3.1 Upon removal by the Unit Holders as hereinbefore provided; 36.3.2 Upon giving one calendar month's notice in writing to the Unit Holders of the intention of the Trustee to retire, forthwith upon the expiration of the said notice period; or 36.3.3 If the Trustee being an individual becomes bankrupt or being a corporation enters into liquidation whether voluntary or otherwise (except for the purpose of amalgamation or reconstruction) or if a Receiver or Receiver and Manager shall be appointed of the undertaking of the Trustee; whereupon the Unit Holders shall if necessary appoint a new Trustee in lieu of the outgoing Trustee. 36.4 An outgoing Trustee shall forthwith deliver such books documents records moneys and property and execute all such transfers instruments documents and authorities and do all such other acts and things necessary or expedient for vesting the Trust Fund in the new or continuing Trustee or Trustees. 36.5 The costs charges and expenses including stamp duty (if any) of and incidental to the retirement removal and appointment of a successor Trustee or Trustees in shall be borne by the manner hereinafter set forthTrust Fund.

APPOINTMENT AND REMOVAL OF TRUSTEES. Effective January 1, 2003, Sections 8.1 and 8.2 3.1 The administration of the Agreement Trust shall be amended under the control of the initial trustees, or such other persons as shall be appointed to read in full act as followstrustees. 3.2 The power to appoint and remove trustees shall be held: Section 8.1. The Trustee acting hereunder shall be one or more qualified corporations appointed by TCF Financial to serve in such capacity. The number of Trustees shall not be increased or decreased except with the written consent of at least two-thirds of the aggregate of (ia) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent). Upon any determination to increase the number of Trustees, or upon the removal or resignation of any Trustee, the vacancy or vacancies so created shall be filled by such qualified corporations as may be appointed first by the Board of Directors of TCF Financial and approved in writing by at least two-thirds the [name of the aggregate RSA and incorporation number] (“RSA”) and no trustee so appointed and while acting as a trustee shall be considered in the employ of (ior otherwise have any obligation to the RSA other than to perform the trusts, duties and obligations set out in or arising from this Deed; and b) secondly in the Plan’s participants event a receiver, liquidator, administrator, statutory manager is appointed in respect of the RSA, the RSA is liquidated or otherwise ceases to have a validly constituted Board, then by the RNZRSA and no trustee so appointed and while acting as a trustee shall be considered in the employ of or otherwise have any obligation to the RNZRSA other than to perform the trusts, duties and obligations set out in or arising from this Deed. 3.3 The maximum number of trustees shall be five and the minimum shall be three of which at any given time two shall be independent of the RSA, with the intention that one will have a legal and the other an accounting qualification. In the event that the RSA is unable to appoint two independent trustees with the said qualifications, RNZRSA shall have the power to appoint two such independent trustees who are active employeesshall hold office until such time as the RSA can appoint two independent trustees with the appropriate qualifications. At that time the RSA shall notify RNZRSA and the trustees of the nominees, (ii) who shall replace the participants trustees appointed by RNZRSA at the earliest practical opportunity. 3.4 The trustees shall have a term of office of two years at which time they shall retire provided that a trustee who are former employees but who are has so retired shall be deemed to have continued in office until either reappointed or replaced. A retiring trustee can be reappointed. There shall be no limitation on the number of terms a trustee can serve or any prohibition on a trustee serving consecutive terms. 3.5 Any trustee shall be entitled to benefits under resign by giving three months’ notice in writing. 3.6 A trustee shall cease to be a trustee upon: a) expiry of the Plan notice of resignation; b) death; c) notification to the RSA of long term incapacity d) notification to the RSA of mental illness; e) conviction of an indictable offence or an offence involving dishonesty; f) bankruptcy, voluntary administration or determination of insolvency; g) upon notification jointly from the RSA and (iiithe RNZRSA that the trustee has not managed the affairs of the Trust in an appropriate manner or is otherwise in breach of trust; h) failure to attend properly called meetings of trustees on three consecutive occasions; provided that if the beneficiaries number of deceased participants who are entitled to benefits under trustees shall be reduced below three then those having the Plan (counting the multiple beneficiaries power of appointment shall within a single participant as one beneficiary, whose consent is given only if a majority period of three months of such beneficiaries give their consent)notice, appoint a replacement trustee so that notwithstanding any temporary vacancy there shall always be a minimum of three trustees. If the Board number of Directors of TCF Financial fails to make such an appointment or trustees after the appointed corporation fails to receive the required written consentdeparting trustee’s departure shall not be less than three, and if then there is no other Trustee then acting, a successor Trustee or Trustees shall be appointed by no obligation to appoint a court of competent jurisdiction. Any such appointment shall be effective upon the acceptance thereof in writing by the qualified corporation so appointed and delivery of a signed copy of such acceptance to the Trustee then in officereplacement trustee. Section 8.2. The Trustee, and any successor to any Trustee, may be removed by the Board of Directors of TCF Financial at any time upon the receipt by the Board of Directors of TCF Financial of the consent of at least two-thirds of the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent) to such removal and upon the giving of 30 days’ prior written notice to such Trustee and to any other Trustee then acting. Such removal shall be effective on the date specified in such written notice; provided, that notice shall theretofore have been given to the Trustee of the appointment of a successor Trustee or Trustees in the manner hereinafter set forth.