Common use of Management of Trust Clause in Contracts

Management of Trust. It is the intention of this Plan and Trust that the Trustee shall have complete authority and discretion, both consistent with the provisions and intent of this Plan and Agreement, with respect to the management, control and investment of the Trust, and that the Trustee shall invest all assets of the Trust, except those attributable to cash dividends paid with respect to Plan Shares not held in the Plan Share Reserve, in Common Stock to the fullest extent practicable, except to the extent that the Trustee determines that the holding of monies in cash or cash equivalents is necessary to meet the obligations of the Trust. In performing these duties, the Trustees shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to one hundred percent (100%) of all Trust assets in the Common Stock without regard to any law now or hereafter in force limiting investments for Trustees or other fiduciaries. The investment authorized herein may constitute the only investment of the Trust, and in making such investment, the Trustee is authorized to purchase Common Stock from the Parent or from any other source, and such Common Stock so purchased may be outstanding, newly issued, or treasury shares. (b) To invest any Trust assets not otherwise invested in accordance with (a) above in such insured deposit accounts, and certificates of deposit (including those issued by the Bank), obligations of the United States government or its agencies or such other investments as shall be considered the equivalent of cash. (c) Consistent with the obligations under the Trust, to sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust. (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust). (e) To hold cash without interest in such amounts as may be in the opinion of the Trustee reasonable for the proper operation of the Plan and Trust. (f) To employ brokers, agents, custodians, consultants and accountants. (g) To hire counsel to render advice with respect to the Trustee's rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or desirable. (h) To hold funds and securities representing the amounts to be distributed to a Participant or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets. (i) As may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings of the Trust attributable to the Plan Share Reserve. Notwithstanding anything herein contained to the contrary, the Trustee shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain bond.

Management of Trust. It is the intention intent of this Plan and Trust that the Trustee Trustees shall have complete authority and discretion, both consistent with the provisions and intent of this Plan and Agreement, discretion with respect to the managementarrangement, control and investment of the Trust, and that the Trustee Trustees shall invest all assets of the Trust, except those attributable to cash dividends paid with respect to Plan Shares not held in the Plan Share Reserve, Trust in Common Stock to the fullest extent practicable, except (i) to the extent that the Trustee determines Trustees determine that the holding of monies in cash or cash equivalents is necessary to meet the obligations of the TrustTrust and (ii) contributions to the Trust by the Corporation prior to the Offering may be temporarily invested in such interest-bearing account or accounts as the Trustees shall determine to be appropriate. In performing these its duties, the Trustees shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to one hundred percent (100%) of all Trust assets in the Common Stock without regard to any law now or hereafter in force limiting investments for Trustees trustees or other fiduciaries. The investment authorized herein may constitute the only investment of the Trust, and in making such investment, the Trustee is Trustees are authorized to purchase Common Stock from the Parent Corporation or from any other source, and such Common Stock so purchased may be outstanding, newly issued, or treasury shares. (b) To invest any Trust assets not otherwise invested in accordance with (a) above above, in such insured deposit accounts, and certificates of deposit (including those issued by the Bank)deposit, obligations of the United States government Government or its agencies or such other investments as shall be considered the equivalent of cash. (c) Consistent with the obligations under the Trust, to To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust. (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust). (e) To hold cash without interest in such amounts as may be in the opinion of the Trustee Trustees be reasonable for the proper operation of the Plan and Trust. (f) To employ brokers, agents, custodians, consultants and accountants. (g) To hire counsel to render advice with respect to the Trustee's their rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or they may deem desirable. (h) To hold funds and securities representing the amounts to be distributed to a Participant Recipient or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets. (i) As may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings assets of the Trust attributable to the Plan Share ReserveTrust. Notwithstanding anything herein contained to the contrary, the Trustee Trustees shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain give bond.

Management of Trust. It is the intention intent of this Plan and Trust that the Trustee shall have complete authority and discretion, both consistent with the provisions and intent of this Plan and Agreement, discretion with respect to the managementarrangement, control and investment of the Trust, and that the Trustee Trustees shall invest all assets of the Trust, except those attributable to cash dividends paid with respect to Plan Shares not held in the Plan Share Reserve, Trust in Common Stock to the fullest extent practicable, except (i) to the extent that the Trustee determines Trustees determine that the holding of monies in cash or cash equivalents is necessary to meet the obligations of the TrustTrust and (ii) contributions to the Trust by the Corporation prior to the Offering may be temporarily invested in such interest-bearing account or accounts as the Trustees shall determine to be appropriate. In performing these their duties, the Trustees shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to one hundred percent (100%) of all Trust assets in the Common Stock without regard to any law now or hereafter in force limiting investments for Trustees trustees or other fiduciaries. The investment authorized herein may constitute the only investment of the Trust, and in making such investment, the Trustee is Trustees are authorized to purchase Common Stock from the Parent Corporation or from any other source, and such Common Stock so purchased may be outstanding, newly issued, or treasury shares. (b) To invest any Trust assets not otherwise invested in accordance with (a) above above, in such insured deposit accounts, and certificates of deposit (including those issued by the Bank)deposit, obligations of the United States government Government or its agencies or such other investments as shall be considered the equivalent of cash. (c) Consistent with the obligations under the Trust, to To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust. (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust). (e) To hold cash without interest in such amounts as may be in the opinion of the Trustee Trustees be reasonable for the proper operation of the Plan and Trust. (f) To employ brokers, agents, custodians, consultants and accountants. (g) To hire counsel to render advice with respect to the Trustee's their rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or they may deem desirable. (h) To hold funds and securities representing the amounts to be distributed to a Participant Recipient or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets. (i) As may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings assets of the Trust attributable to the Plan Share ReserveTrust. Notwithstanding anything herein contained to the contrary, the Trustee Trustees shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain give bond.

Management of Trust. It is the intention of this Plan and Trust that the The Trustee shall have complete authority and discretion, both consistent with the provisions and intent of this Plan and Agreement, discretion with respect to the management, control and investment of the Trust, and that the Trustee shall invest all assets of the Trust, except those attributable to cash dividends paid with respect to Plan Shares not held in the Plan Share Reserve, in Common Stock Shares to the fullest extent practicable, and except to the extent that the Trustee determines that the holding of monies in cash or cash equivalents is necessary to meet the obligations of the Trust. In performing these duties, the Trustees The Trustee shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to one hundred percent (100%) % of all Trust assets in the Common Stock Shares without regard to any law now or hereafter in force limiting investments for Trustees or other fiduciaries. The investment authorized herein may constitute the only investment of the Trust, and and, in making such investment, the Trustee is authorized to purchase Common Stock Shares from the Parent Corporation or from any other source, and such . Such Common Stock Shares so purchased may be outstanding, newly issued, issued or treasury shares.; (b) To invest any Trust assets not otherwise invested in accordance with (aSection 8.02(a) above of this Agreement in such insured deposit accounts, accounts and certificates of deposit (including those issued by the BankAssociation), obligations of the United States government or its agencies or such other investments as shall be considered the equivalent of cash.; (c) Consistent with the obligations under the Trust, to To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust.; (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust).; (e) To hold cash without interest in such amounts as may be reasonable, in the opinion of the Trustee reasonable Trustee, for the proper operation of the Plan and the Trust.; (f) To employ brokers, agents, custodians, consultants and accountants.; (g) To hire counsel to render advice with respect to the Trustee's rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or the Trustee may deem desirable.; and (h) To hold funds and securities representing the amounts to be distributed to a Participant Recipient or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets. (i) As may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings assets of the Trust attributable to the Plan Share ReserveTrust. Notwithstanding anything herein contained to the contrary, the Trustee shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain give bond.

Management of Trust. It is the intention intent of this Plan and Trust that that, subject to the provisions of this Plan, the Trustee shall have complete authority and discretion, both consistent with the provisions and intent of this Plan and Agreement, discretion with respect to the management, control and investment of the Trust, and that the Trustee shall invest all assets of the Trust, except those attributable to cash dividends paid with respect to Plan Shares not held in the Plan Share ReserveShares, in Common Stock to the fullest extent practicable, and except to the extent that the Trustee determines that the holding of monies in cash or cash equivalents is necessary to meet the obligations obligation of the Trust. Notwithstanding anything herein to the contrary, the Association shall have the right at anytime, and from time to time in its sole discretion to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by the Association in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity. In performing these its duties, the Trustees Trustee shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to one hundred percent (100%) of all Trust assets in the Common Stock without regard to any law now or hereafter in force limiting investments for Trustees the Trustee or other fiduciaries. The investment authorized herein may constitute the only investment of the Trust, and in In making such investmentinvestments, the Trustee is authorized to purchase Common Stock from the Parent Association or an Affiliate or from any other source, and such Common Stock so purchased may be outstanding, newly issued, or treasury shares. (b) To invest any Trust assets not otherwise invested in accordance with (a) above in such insured deposit accounts, and certificates of deposit (including those issued by the BankAssociation), obligations of the United States government or its agencies or such other investments as shall be considered the equivalent of cash. (c) Consistent with the obligations under the Trust, to To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust. (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust). (e) To hold cash without interest in such amounts as may be in the opinion of the Trustee reasonable for the proper operation of the Plan and Trust. (f) To employ brokers, agents, custodians, consultants and accountants. (g) To hire counsel to render advice with respect to the Trustee's their rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or they may deem desirable. (h) To hold funds and securities representing the amounts to be distributed to a Participant Recipient or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets. (i) As may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings assets of the Trust attributable to the Plan Share ReserveTrust. Notwithstanding anything herein contained to the contrary, the Trustee shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain give bond.

Management of Trust. It is the intention intent of this Plan and Trust that ------------------- that, subject to the provisions of this Plan, the Trustee shall have complete authority and discretion, both consistent with the provisions and intent of this Plan and Agreement, discretion with respect to the management, control and investment of the Trust, and that the Trustee shall invest all assets of the Trust, except those attributable to cash dividends paid with respect to Plan Shares not held in the Plan Share ReserveShares, in Common Stock to the fullest extent practicable, and except to the extent that the Trustee determines that the holding of monies in cash or cash equivalents is necessary to meet the obligations obligation of the Trust. In performing these their duties, the Trustees shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to one hundred percent (100%) of all Trust assets in the Common Stock without regard to any law now or hereafter in force limiting investments for Trustees or other fiduciaries. The investment authorized herein may constitute constitutes the only investment of the Trust, and in making such investment, the Trustee is Trustees are authorized to purchase Common Stock from the Parent Company or an Affiliate or from any other source, and such Common Stock so purchased may be outstanding, newly issued, or treasury Treasury shares. (b) To invest any Trust assets not otherwise invested in accordance with (a) above in such insured deposit accounts, and certificates of deposit (including those issued by the BankCompany), obligations of the United States government or its agencies or such other investments as shall be considered the equivalent of cash. (c) Consistent with the obligations under the Trust, to To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust. (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust). (e) To hold cash without interest in such amounts as may be in the opinion of the Trustee reasonable for the proper operation of the Plan and Trust. (f) To employ brokers, agents, custodians, consultants and accountants. (g) To hire counsel to render advice with respect to the Trustee's their rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or they may deem desirable. (h) To hold funds and securities representing the amounts to be distributed to a Participant Recipient or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets. (i) As may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings assets of the Trust attributable to the Plan Share ReserveTrust. Notwithstanding anything herein contained to the contrary, the Trustee shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain give bond.

Management of Trust. It is the intention intent of this Plan and Trust that that, subject to the provisions of this Plan, the Trustee shall have complete authority and discretion, both consistent subject to compliance with the provisions and intent of this Plan and Agreementapplicable OTS regulations, with respect to the management, control and investment of the Trust, and that the Trustee shall invest all assets of the Trust, except those attributable to cash dividends paid with respect to Plan Shares not held in the Plan Share ReserveShares, in Common Stock to the fullest extent practicable, and except to the extent that the Trustee determines that the holding of monies in cash or cash equivalents is necessary to meet the obligations of the Trust. Neither the Holding Company, the Bank nor any Affiliate shall exercise any direct or indirect control or influence over the time when, or the prices at which, the Trustee may purchase such shares, the number of shares to be purchased, the manner in which the shares are to be purchased, or the broker (if any) through whom the purchases may be executed. In performing these its duties, the Trustees Trustee shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to one hundred percent (100%) of all Trust assets in the Common Stock without regard to any law now or hereafter in force limiting investments for Trustees or other fiduciaries. The investment authorized herein may constitute and in paragraph (b) constitutes the only investment of the Trust, and in making such investment, the Trustee is authorized to purchase Common Stock from the Parent Holding Company or an Affiliate or from any other sourcesource (after the Conversion), and such Common Stock so purchased may be outstanding, newly issued, issued or treasury shares. (b) To invest any Trust assets not otherwise invested in accordance with (a) above in such insured deposit accounts, accounts and certificates of deposit (including those issued by the Bank), securities of any open-end or closed-end management investment company or investment trust registered under the Investment Company Act of 1940, whether or not the Trustee or any affiliate of the Trustee is being compensated for providing services to the investment company or trust as investment advisor or otherwise, obligations of the United States government or its agencies or such other investments as shall be considered the equivalent of cash. (c) Consistent with the obligations under the Trust, to To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust. (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust). (e) To hold cash without interest in such amounts as may be in the opinion of the Trustee reasonable for the proper operation of the Plan and TrustTrust and to hold cash pending investment. (f) To employ brokers, agents, custodians, consultants and accountants. (g) To hire counsel to render advice with respect to the Trustee's their rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or they may deem desirable. (h) To hold funds and securities representing the amounts to be distributed to a Participant Recipient or his or her Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets. (i) As may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings assets of the Trust attributable to the Plan Share ReserveTrust. Notwithstanding anything herein contained to the contrary, the Trustee shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain give bond.

Management of Trust. It is the intention of this Plan and Trust that the The Trustee shall have complete authority and discretion, both consistent with the provisions and intent of this Plan and Agreement, discretion with respect to the management, control and investment of the TrustTrust assets, and except that the Trustee shall invest all assets of the Trust, except those attributable to cash dividends or returned capital paid with respect to Plan Shares not held in the Plan Share Reservesubject to outstanding Awards and earnings thereon, in Common Stock Shares to the fullest extent practicablepracticable and permitted pursuant to Section 4.02 of this Agreement, and except to the extent that the Trustee determines that the holding of monies in cash or cash equivalents is necessary to meet the obligations of the Trust. In performing these dutiesSubject to the foregoing and except as specifically set forth elsewhere in this Agreement, the Trustees Trustee shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to one hundred percent (100%) % of all Trust assets in the Common Stock Shares without regard to any law now or hereafter in force limiting investments for Trustees or other fiduciaries. The investment authorized herein may constitute the only investment of the Trust, and and, in making such investment, the Trustee is authorized to purchase Common Stock Shares from the Parent Corporation or from any other source, and such . Such Common Stock Shares so purchased may be outstanding, newly issued, issued or treasury shares.; (b) To invest any Trust assets not otherwise invested in accordance with (a) above Common Shares in such insured deposit accounts, accounts and certificates of deposit (including those issued by the BankCompany), obligations of the United States government or its agencies or such other investments as shall be considered the equivalent of cash.; (c) Consistent with the obligations under the Trust, to To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust.; (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust).; (e) To hold cash without interest in such amounts as may be reasonable, in the opinion of the Trustee reasonable Trustee, for the proper operation of the Plan and the Trust.; (f) To employ brokers, agents, custodians, consultants and accountants.; (g) To hire counsel to render advice with respect to the Trustee's rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or the Trustee may deem desirable.; and (h) To hold funds and securities representing the amounts to be distributed to a Participant Recipient or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets. (i) As may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings assets of the Trust attributable to the Plan Share ReserveTrust. Notwithstanding anything herein contained to the contrary, the Trustee shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain give bond.

Management of Trust. It is the intention of this Plan and Trust that the The Trustee shall have complete authority and discretion, both consistent with the provisions and intent of this Plan and Agreement, discretion with respect to the management, control and investment of the Trust, and that the Trustee shall invest all assets of the Trust, except those attributable to cash dividends paid with respect to Plan Shares not held in the Plan Share Reserve, in Common Stock Shares to the fullest extent practicable, and except to the extent that the Trustee determines that the holding of monies in cash or cash equivalents is necessary to meet the obligations of the Trust. In performing these duties, the Trustees The Trustee shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (ai) To invest up to one hundred percent (100%) % of all Trust assets in the Common Stock Shares without regard to any law now or hereafter in force limiting investments for Trustees or other fiduciaries. The investment authorized herein may constitute the only investment of the Trust, and and, in making such investment, the Trustee is authorized to purchase Common Stock Shares from the Parent Holding Company or from any other source, and such . Such Common Stock Shares so purchased may be outstanding, newly issued, issued or treasury shares.; (bii) To invest any Trust assets not otherwise invested in accordance with clause (ai) above above, in such insured deposit accounts, accounts and certificates of deposit (including those issued by the BankAssociation), obligations of the United States government or its agencies or such other investments as shall be considered the equivalent of cash.; (ciii) Consistent with the obligations under the Trust, to To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust.; (div) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust).; (ev) To hold cash without interest in such amounts as may be reasonable, in the opinion of the Trustee reasonable Trustee, for the proper operation of the Plan and the Trust.; (fvi) To employ brokers, agents, custodians, consultants and accountants.; (gvii) To hire counsel to render advice with respect to the Trustee's rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or the Trustee may deem desirable.; and (hviii) To hold funds and securities representing the amounts to be distributed to a Participant Recipient or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets. (i) As may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings assets of the Trust attributable to the Plan Share ReserveTrust. Notwithstanding anything herein contained to the contrary, the Trustee shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain give bond.

Management of Trust. It is the intention of this Plan and Trust that the The Trustee shall have complete authority and discretion, both consistent with the provisions and intent of this Plan and Agreement, discretion with respect to the management, control and investment of the Trust, and that the Trustee shall invest all assets of the Trust, except those attributable to cash dividends paid with respect to Plan Shares not held in the Plan Share Reserve, in Common Stock Shares to the fullest extent practicable, and except to the extent that the Trustee determines that the holding of monies in cash or cash equivalents is necessary to meet the obligations of the Trust. In performing these duties, the Trustees The Trustee shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to one hundred percent (100%) % of all Trust assets in the Common Stock Shares without regard to any law now or hereafter in force limiting investments for Trustees or other fiduciaries. The investment authorized herein may constitute the only investment of the Trust, and and, in making such investment, the Trustee is authorized to purchase Common Stock Shares from the Parent Corporation or from any other source, and such . Such Common Stock Shares so purchased may be outstanding, newly issued, issued or treasury shares.; (b) To invest any Trust assets not otherwise invested in accordance with (aSection 8.02(a) above of this Agreement in such insured deposit accounts, accounts and certificates of deposit (including those issued by the Bank), obligations of the United States government or its agencies or such other investments as shall be considered the equivalent of cash.; (c) Consistent with the obligations under the Trust, to To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust.; (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust).; (e) To hold cash without interest in such amounts as may be reasonable, in the opinion of the Trustee reasonable Trustee, for the proper operation of the Plan and the Trust.; (f) To employ brokers, agents, custodians, consultants and accountants.; (g) To hire counsel to render advice with respect to the Trustee's rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or the Trustee may deem desirable.; and (h) To hold funds and securities representing the amounts to be distributed to a Participant or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets. (i) As may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings of the Trust attributable to the Plan Share Reserve. Notwithstanding anything herein contained to the contrary, the Trustee shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain give bond.

Management of Trust. Subject to the limitations of Section 9.10, It is the intention intent of this Plan and Trust that the Trustee shall have complete authority and discretion, both consistent with the provisions and intent of this Plan and Agreement, discretion with respect to the managementarrangement, control and investment of the Trust, and that the Trustee shall invest all assets of the Trust, except those attributable to cash dividends paid with respect to Plan Shares not held in the Plan Share Reserve, Trust in Common Stock to the fullest extent practicable, except to the extent that the Trustee determines determine that the holding of monies in cash or cash equivalents is necessary to meet the obligations of the Trust. In performing these their duties, the Trustees Trustee shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to one hundred percent (100%) of all Trust assets in the Common Stock without regard to any law now or hereafter in force limiting investments for Trustees trustees or other fiduciaries. The investment authorized herein may constitute the only investment of the Trust, and in making such investment, the Trustee is authorized to purchase Common Stock from the Parent Savings Bank or from any other source, and such Common Stock so purchased may be outstanding, newly issued, or treasury shares. (b) To invest any Trust assets not otherwise invested in accordance with (a) above above, in such insured deposit accounts, and certificates of deposit (including those issued by the Bank), obligations of the United States government Government or its agencies or such other investments as shall be considered the equivalent of cash. (c) Consistent with the obligations under the Trust, to sell, To sell exchange or otherwise dispose of any property at any time anytime held or acquired by the Trust. (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust). (e) To hold cash without interest in such amounts as may be in the opinion of the Trustee be reasonable for the proper operation of the Plan and Trust. (f) To employ brokers, agents, custodians, consultants and accountants. (g) To hire counsel to render advice with respect to the Trustee's their rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or they may deem desirable. (h) To hold funds and securities representing the amounts to be distributed to a Participant Recipient or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assetsassets of the Trust. (i) As To file federal and state income tax returns and to make any and all elections and to exercise any and all options given to fiduciaries pursuant to the provisions of the Code, as the same may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings of the Trust attributable to the Plan Share Reserveamended hereafter. Notwithstanding anything herein contained to the contrary, the Trustee shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain give bond.

Management of Trust. It is the intention of this Plan and Trust that the The Trustee shall have complete authority and discretion, both consistent with the provisions and intent of this Plan and Agreement, discretion with respect to the management, control and investment of the Trust, and that the Trustee shall invest all assets of the Trust, except those attributable to cash dividends paid with respect to Plan Shares not held in the Plan Share Reserve, in Common Stock Shares to the fullest extent practicable, and except to the extent that the Trustee determines that the holding of monies in cash or cash equivalents is necessary to meet the obligations of the Trust. In performing these duties, the Trustees The Trustee shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to one hundred percent (100%) % of all Trust assets in the Common Stock Shares without regard to any law now or hereafter in force limiting investments for Trustees or other fiduciaries. The investment authorized herein may constitute the only investment of the Trust, and and, in making such investment, the Trustee is authorized to purchase Common Stock Shares from the Parent Holding Company or from any other source, and such . Such Common Stock Shares so purchased may be outstanding, newly issued, issued or treasury shares.; (b) To invest any Trust assets not otherwise invested in accordance with (aSection 8.02(a) above of this Agreement in such insured deposit accounts, accounts and certificates of deposit (including those issued by the BankAssociation), obligations of the United States government or its agencies or such other investments as shall be considered the equivalent of cash.; (c) Consistent with the obligations under the Trust, to To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust.; (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust).; (e) To hold cash without interest in such amounts as may be reasonable, in the opinion of the Trustee reasonable Trustee, for the proper operation of the Plan and the Trust.; (f) To employ brokers, agents, custodians, consultants and accountants.; (g) To hire counsel to render advice with respect to the Trustee's rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or the Trustee may deem desirable.; and (h) To hold funds and securities representing the amounts to be distributed to a Participant Recipient or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets. (i) As may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings assets of the Trust attributable to the Plan Share ReserveTrust. Notwithstanding anything herein contained to the contrary, the Trustee shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain give bond.

Management of Trust. It is the intention intent of this Plan and Trust that ------------------- the Trustee shall have complete authority and discretion, both consistent with the provisions and intent of this Plan and Agreement, discretion with respect to the managementarrangement, control and investment of the Trust, and that the Trustee shall invest all assets of the Trust, except those attributable to cash dividends paid with respect to Plan Shares not held in the Plan Share Reserve, Trust in Common Stock to the fullest extent practicable, except (i) to the extent that the Trustee determines that the holding of monies in cash or cash equivalents is necessary to meet the obligations of the TrustTrust and (ii) contributions to the Trust by the Corporation prior to the Offering may be temporarily invested in such interest-bearing account or accounts as the Trustee shall determine to be appropriate. In performing these its duties, the Trustees Trustee shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to one hundred percent (100%) of all Trust assets in the Common Stock without regard to any law now or hereafter in force limiting investments for Trustees trustees or other fiduciaries. The investment authorized herein may constitute the only investment of the Trust, and in making such investment, the Trustee is authorized to purchase Common Stock from the Parent Corporation or from any other source, and such Common Stock so purchased may be outstanding, newly issued, or treasury shares. (b) To invest any Trust assets not otherwise invested in accordance with (a) above above, in such insured deposit accounts, and certificates of deposit (including those issued by the Bank)deposit, obligations of the United States government Government or its agencies or such other investments as shall be considered the equivalent of cash. (c) Consistent with the obligations under the Trust, to To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust. (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust). (e) To hold cash without interest in such amounts as may be in the opinion of the Trustee be reasonable for the proper operation of the Plan and Trust. (f) To employ brokers, agents, custodians, consultants and accountants. (g) To hire counsel to render advice with respect to the Trustee's its rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or it may deem desirable. (h) To hold funds and securities representing the amounts to be distributed to a Participant Recipient or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets. (i) As may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings assets of the Trust attributable to the Plan Share ReserveTrust. Notwithstanding anything herein contained to the contrary, the Trustee shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain give bond.

Management of Trust. It is the intention intent of this Plan and Trust that ------------------- that, subject to the provisions of this Plan, the Trustee shall have complete authority and discretion, both consistent with the provisions and intent of this Plan and Agreement, discretion with respect to the management, control and investment of the Trust, and that the Trustee shall invest all assets of the Trust, except those attributable to cash dividends paid with respect to Plan Shares not held in the Plan Share ReserveShares, in Common Stock to the fullest extent practicablepracticable and permissible under applicable law, and except to the extent that the Trustee determines that the holding of monies in cash or cash equivalents is necessary to meet the obligations obligation of the Trust. In performing these their duties, the Trustees shall have the power to do all things and execute such instruments as may be deemed necessary or proper, including the following powers: (a) To invest up to one hundred percent (100%) of all Trust assets in the Common Stock without regard to any law now or hereafter in force limiting investments for Trustees or other fiduciaries. The investment authorized herein may constitute constitutes the only investment of the Trust, and in making such investment, the Trustee is Trustees are authorized to purchase Common Stock from the Parent Company or an Affiliate or from any other source, and such Common Stock so purchased may be outstanding, newly issued, or treasury Treasury shares. (b) To invest any Trust assets not otherwise invested in accordance with (a) above in such insured deposit accounts, and certificates of deposit (including those issued by the BankCompany), obligations of the United States government or its agencies or such other investments as shall be considered the equivalent of cash. (c) Consistent with the obligations under the Trust, to To sell, exchange or otherwise dispose of any property at any time held or acquired by the Trust. (d) To cause stocks, bonds or other securities to be registered in the name of a nominee, without the addition of words indicating that such security is an asset of the Trust (but accurate records shall be maintained showing that such security is an asset of the Trust). (e) To hold cash without interest in such amounts as may be in the opinion of the Trustee reasonable for the proper operation of the Plan and Trust. (f) To employ brokers, agents, custodians, consultants and accountants. (g) To hire counsel to render advice with respect to the Trustee's their rights, duties and obligations hereunder, and such other legal services or representation as deemed necessary or they may deem desirable. (h) To hold funds and securities representing the amounts to be distributed to a Participant Recipient or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a segregated account or held in common with other assets. (i) As may be directed by the Committee or the Board from time to time, the Trustee shall pay to the Bank the earnings assets of the Trust attributable to the Plan Share ReserveTrust. Notwithstanding anything herein contained to the contrary, the Trustee shall not be required to make any inventory, appraisal or settlement or report to any court, or to secure any order of a court for the exercise of any power herein contained, or to maintain give bond.