TRUST AGREEMENT
BETWEEN
FAIRFIELD SAVINGS AND LOAN ASSOCIATION
AND
XXXXXX X. XXXXXX, XX., F. XXXXXXX XXXXXX AND XXXXXX X. XXXXXXXX
THIS TRUST AGREEMENT made this 29th day of December, 1977, by
and between Fairfield Savings and Loan Association, an Illinois corporation
(hereinafter called the "Association"), and Xxxxxx X. Xxxxxx, Xx., F. Xxxxxxx
Xxxxxx and Xxxxxx X. Xxxxxxxx, (hereinafter collectively called the "Trustee").
W I T N E S S E T H:
WHEREAS, by an agreement dated July 30, 1971, the Association
and the Trustee entered into an agreement establishing the Fairfield Savings and
Loan Association Thrift Incentive and Profit Sharing Plan and Trust, which
agreement as amended is now in full force and effect; and
WHEREAS, by resolution of its Board of Directors adopted
December 13, 1977, the Association adopted as a separate document the restated
Fairfield Savings and Loan Association Thrift Incentive and Profit Sharing Plan;
and
WHEREAS, The Association desires to restate as a separate
document the Trust provisions implementing the Fairfield Savings and Loan
Association Thrift Incentive and Profit Sharing Plan; and
WHEREAS, by resolution of the Board of Directors of the
Association adopted December 13, 1977, the Board of Directors approved the Trust
Agreement as hereinafter set forth;
NOW, THEREFORE, the Association and the Trustee agree as
follows:
ARTICLE 1
ESTABLISHMENT OF TRUST
----------------------
SECTION 1.1 This Trust shall be known as the "Fairfield
Savings and Loan Association Thrift Incentive and Profit Sharing Trust"
(hereinafter referred to as the "Trust") and shall implement the Fairfield
Savings and Loan Association Thrift Incentive and Profit Sharing Plan (the
"Plan"), a plan which is qualified under Section 401(a) of the Internal Revenue
Code of 1954 and which has been established by the Association.
The terms used in this Trust Agreement which are defined in
the Plan shall have the same meanings as in the Plan, unless the context clearly
indicates otherwise. A copy of the Plan and of each amendment thereof shall be
furnished to the Trustee for convenience of reference.
SECTION 1.2 The Association may adopt or establish one or more
other trusts for the purpose of implementing the Plan and, upon so doing, shall
notify the Trustee in writing of the establishment of such other trusts and
shall certify to the Trustee in writing that such other
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trusts are qualified under Section 401(a) of the Internal Revenue Code of 1954,
as heretofore or hereafter amended, whereupon the Trustee:
(a) Shall transfer and pay over to the trustee of any such
other trust such cash and other property as the Association shall from
time to time direct in writing;
(b) Shall receive and hold as a part of the Trust Fund such
cash and other property as may from time to time be delivered to it by
the trustee of any such other trust; and
(c) May, in determining its proposed investments and sales for
the purpose of achieving adequate diversification, take into
consideration the nature and value of the assets held by such other
trust or trusts to the extent reported to it by the trustee or trustees
thereof or by the Association.
For the purpose of this paragraph, an insurance or annuity contract issued for
the purposes of funding benefits under the Plan shall be considered to be a
trust established for the purpose of implementing the Plan.
ARTICLE 2
---------
TRUSTEE
-------
SECTION 2.1 The trust assets shall be managed by the Trustee,
and such successor corporate or individual trustees as shall be appointed from
time to time by the Association. If more than one individual is appointed to
serve as trustee, the consent of a majority of the trustees then acting shall be
required. If two individuals are appointed, the unanimous action of both
trustees shall be required. An individual trustee who is a participant in the
Plan shall not be deemed a trustee with respect to any action required with
respect to his benefits as a participant in the Plan.
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SECTION 2.2 The Trustee agrees to accept the trust pursuant to
the terms and conditions of this agreement as the same may be from time to time
amended. The Trustee shall receive the contributions of the Association,
Employees and Participants required or permitted under the Plan. All such
contributions, together with the income therefrom, shall constitute the trust
assets which shall be held, managed, and administered in trust pursuant to the
terms of this agreement.
The Trustee shall have no right or duty to inquire into the
correctness of the amount of any contribution or contributions and shall be
accountable only for funds actually received by it.
SECTION 2.3 Each of the individual trustees, whether or not
then in office, shall be held harmless and indemnified by the Association
against all claims and liabilities and all expenses reasonably incurred or
imposed upon him in connection with or resulting from any action, suit or
proceeding, or settlement or compromise thereof approved by the Association, to
which he may be made a party by reason of any action or alleged action, either
of omission or commission, performed by him while acting as Trustee, except in
relation to matters as to which recovery shall be had against him by reason of a
final adjudication in such action, suit or proceeding finding him guilty of
willful misconduct or lack of good faith.
ARTICLE 3
---------
RETIREMENT COMMITTEE
--------------------
SECTION 3.1 The Plan shall be administered by a Retirement
Committee consisting of such persons who are appointed from time to time by the
Board of Directors of the
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Association to serve on the Retirement Committee (hereinafter referred to as the
"Committee"). An officer of the Association shall certify to the Trustee the
names of the original members of the Committee and, thereafter, any change in
its membership.
SECTION 3.2 The action of a majority of the members of the
Committee at the time acting hereunder, and any instrument executed by a
majority of such members of the Committee, shall be considered the action or
instrument of the Committee. Action may be taken by the Committee at a meeting
or in writing without a meeting.
The decision of the Committee in matters within its
jurisdiction shall be final, binding and conclusive upon the Association and the
Trustee and upon each employee, participant, former participant, beneficiary,
and every other person or party interested or concerned.
The Committee may authorize any one or more of its members to
execute any document or documents on behalf of the Committee, in which event the
Committee shall notify the Trustee in writing of such action and of the name or
names of its member or members so designated. The Trustee thereafter may accept
and rely upon any document executed by such member or members as representing
action by the Committee, until the Committee shall file with the Trustee a
written revocation of such designation.
SECTION 3.3 If one or more individuals have been appointed to
serve as Trustee hereunder, the individual trustee or trustees shall perform the
functions assigned to the Committee hereunder and shall administer the Plan in
accordance with its terms.
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ARTICLE 4
---------
CONTRIBUTIONS TO THE TRUST FUND
-------------------------------
SECTION 4.1 The Trustee shall receive from time to time such
amounts in cash or other property acceptable to the Trustee as the Association
shall certify to be:
(a) contributions of the Association or participants pursuant
to the Plan;
(b) qualified rollover contributions made pursuant to the
Plan;
(c) amounts transferred from another qualified plan pursuant
to the employment by the Association of one or more persons whose
interest in such plan became transferable by reason of their employment
by the Association; or
(d) any other amounts properly receivable by the Trustee under
the provisions of the Plan and applicable law.
SECTION 4.2 The Trustee shall be under no obligation to
collect any such contributions or to see to their validity, and all
responsibility for the determination of the amount, timing and types of payments
made to the Trustee, and for the establishment of a funding policy consistent
with the objectives of the Plan, shall be upon the Association or its designee.
All such contributions so received and all proceeds, investments, reinvestments
and income thereof in the Trustee's possession, including assets held in an
investment manager account, (hereinafter called the "Trust Fund") may be
commingled and shall be held, invested and, with all disbursements therefrom,
accounted for by the Trustee as provided in Article 8.
ARTICLE 5
---------
PAYMENTS FROM THE TRUST FUND
----------------------------
SECTION 5.1 Payments shall be made from the Trust Fund by the
Trustee to or for the account of such persons, in such manner, at such times,
and in such amounts as the
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Committee may from time to time direct. All such directions by the Committee to
the Trustee shall be in writing, and the Trustee shall be fully protected in
making payments from the Trust Fund in accordance with such written directions
and shall have no responsibility to see to the application of such payments or
to ascertain whether such directions comply with the terms of the Plan. The
Trustee shall not be liable for its acts with respect to payments from the Trust
Fund when following such written directions, or for its failure to act in the
absence of such written directions, nor shall it be liable or responsible for
any payment made by it in good faith and in the exercise of reasonable care
without knowledge of the changed conditions or status of the payee.
SECTION 5.2 If any check for a payment directed to be made
from the Trust Fund which has been mailed by regular United States mail to the
last address of the payee furnished by the Association is returned to the
Trustee unclaimed, the Trustee shall notify the Association and shall not make
any further payments to such payee until it receives further instructions from
the Association. The Association, after taking such action as it shall deem
appropriate with regard to the payee of said unclaimed payment, may direct the
Trustee to cancel and disregard its direction to make said payment.
SECTION 5.3 The Trustee may withhold all or any part of any
payment required to be made hereunder as it may deem necessary and proper to
protect the Trustee or the Trust Fund against any liability or claim on account
of any estate, inheritance, income or other tax, and the Trustee may discharge
any such liability with any part or all of any such payment so withheld,
provided that at least ten (10) days prior to discharging any such liability
with any amount so withheld, the Trustee shall notify the Association in writing
of its intent to do so.
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ARTICLE 6
---------
INVESTMENT OF THE TRUST FUND
----------------------------
SECTION 6.1 The Association may at any time and from time to
time appoint one or more investment managers to manage and control all or any
part of the assets of the Trust Fund and the Association shall notify the
Trustee in writing of any such appointment or appointments and shall certify to
the Trustee that it has authority to make such appointment or appointments.
SECTION 6.2 The Association may, in its sole discretion and
from time to time, direct the Trustee to, and the Trustee shall, if so directed
in writing by the Association, segregate any portion of the Trust Fund held by
it into one or more separate accounts to be known as investment manager
accounts. The Association shall appoint in writing an investment manager for
each such account and shall contemporaneously give written notice of said
appointment to the Trustee in accordance with the terms of Section 6.1. Such
investment manager shall have full discretion and authority to invest, reinvest
or dispose of the assets of the Trust Fund in the investment manager account.
The investment manager may directly place orders for the purchase or sale of
securities and may effect transactions directly for its investment manager
account, provided that the Trustee shall nevertheless retain custody of the
assets comprising said account. The Trustee shall follow the directions of the
investment manager with respect to the trust property allocated to the account
of such investment manager in exercising the powers granted by the provisions of
Section 7.1 hereof and shall be under no duty to question or make inquiries as
to any action or direction of any investment manager taken as provided herein,
or as to any failure of an investment manager to take such action or to give
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such directions, nor shall it have any right or duty to review the securities
held in any investment manager account or to make any suggestions to the
investment manager or the Association with respect to the investment,
reinvestment, or other disposition of trust property held in any investment
manager account. If a Bank is appointed investment manager of an investment
manager account, such investment manager is specifically authorized to deposit
any part or all of the money and property of such account in any common trust
fund, group trust, pooled fund or other commingled investment fund maintained by
such Bank for trust investment purposes, to be held and administered by said
investment manager pursuant to all the terms and conditions of the instrument
governing such common trust fund, group trust, pooled fund, or commingled
investment fund which are hereby incorporated by reference and made a part
hereof.
SECTION 6.3 The Association, by written notice to the Trustee,
may at any time terminate the authority of an investment manager to direct the
investment of the account of such investment manager, in which event the
Association shall either appoint a successor investment manager in accordance
with the provisions of Section 6.1 or direct that the portion of the Trust Fund
then held in such investment manager account shall no longer be so segregated,
whereupon the same shall be returned to the unsegregated portion of the Trust
Fund. Until receipt of such written notice, the Trustee shall be fully protected
in relying upon the latest prior written notice of appointment of an investment
manager.
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ARTICLE 7
---------
POWERS AND DUTIES OF THE TRUSTEE
--------------------------------
SECTION 7.1 In addition to the powers and discretions
conferred upon the Trustee by any other provisions of this agreement, but
subject to the requirements of ERISA and to the provisions of Article 6 hereof,
the Trustee, whether acting in its sole discretion or pursuant to the
instructions of an investment manager, shall have all the usual powers conferred
by law on trustees; and in addition thereto, the Trustee shall have the
following express powers with respect to the Trust Fund:
(a) To make investments and reinvestments in whatever form of
investment the Trustee may see fit (except that the Trustee shall have no
discretion with respect to the making of any investment as to which it is
subject to the direction of an investment manager) and from time to time to hold
funds uninvested, and in making and holding investments the Trustee will not be
restricted to those investments which are authorized by the law of the State of
Illinois for the investment of trust funds.
(b) With respect to the assets of the Trust Fund which are
managed by the Trustee acting in its sole and absolute discretion the Trustee is
further authorized and empowered to invest and reinvest all or any part of such
assets through the medium of any common, collective or commingled trust fund
maintained by any bank or banks as the same may heretofore have been or may
hereafter be established or amended, including any such common, collective or
commingled trust fund which is qualified under the provisions of Section 401(a)
of the Internal Revenue Code of 1954 as heretofore or hereafter amended, and
during the period of time that an investment through any such medium shall
exist, to the extent of the participation
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of the Trust Fund, the Declaration of Trust of each such common, collective or
commingled trust fund shall constitute a part of this Agreement. With respect to
the investment manager account portion of the Trust Fund, an investment manager
of such account may in writing authorize the Trustee to invest, in the Trustee's
sole discretion, any specified amount of cash of such account in short-term
interest bearing obligations, either directly or by investment collectively with
other assets, including but not limited to, investment in any common, collective
or commingled trust fund maintained by any bank or banks for investment in
short-term interest bearing obligations, and during the period of time that an
investment through the medium of such a common, collective or commingled trust
fund shall exist, to the extent of the participation of the Trust Fund, the
Declaration of Trust of such common, collective or commingled trust fund shall
constitute a part of this agreement.
(c) To retain, to exchange for any other property, to sell in
any manner and at any time, to divide, subdivide, partition, mortgage, improve,
alter, remodel, repair and develop in any manner any property, real or personal,
to lease such property for any period of time, and to grant options to sell or
lease any such property, without regard to restrictions and without the approval
of any court.
(d) To vote stock held by the Trust Fund personally or by
proxy and to delegate the Trustee's powers and discretions with respect to such
stock to such proxy.
(e) To exercise subscription, conversion and other rights and
options and to make payments from the Trust Fund in connection therewith.
(f) To take any action and to abstain from taking any action,
with respect to any reorganization, consolidation, merger, dissolution,
recapitalization, refinancing and any other
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plan or change affecting any property constituting a part of the Trust Fund, and
in connection therewith to delegate its discretionary powers and to pay
assessments, subscriptions and other charges from the Trust Fund.
(g) In any manner, and to any extent, to waive, modify,
reduce, compromise, release, settle and extend the time of payment of any claim
of whatsoever nature in favor of or against the Trustee or all or any part of
the Trust Fund.
(h) To make executory contracts and to grant options for any
purposes, and to make such contracts and options binding on the trust and
enforceable against any property of the Trust Fund.
(i) Upon any terms to borrow money from any person (other than
the Trustee in its individual capacity or any other party in interest, except as
may be authorized by ERISA), and to pledge assets of the Trust Fund as security
for repayment of any such loan.
(j) To employ agents, experts and counsel and to delegate
discretionary powers to, and reasonably rely upon information and advice
furnished by, such agents, experts and counsel.
(k) From time to time to register any property in the name of
its nominee or in its own name or to hold it unregistered or in such form that
title shall pass by delivery.
(l) At the direction of the Association to purchase life
insurance and annuity contracts; provided, however, that the purchase and
delivery of any such insurance or annuity contract shall be in final settlement
of all the rights of a participant in the Plan with respect to the Trust Fund.
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(m) To hold all or any part of the Trust Fund in cash and
without obligation to pay or earn interest thereon.
(n) To hold assets in time or demand deposits (including
deposits in accounts maintained by the Trustee in its individual capacity).
SECTION 7.2 The Trustee, in the exercise and performance of
its powers and duties hereunder, shall act at all times with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
man acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of like character and with like aims and in accordance
with such other specific requirements of ERISA as are applicable to the Trustee.
SECTION 7.3 As of each Valuation Date the Trustee shall
determine the fair market value of the Trust Fund and shall notify the
Association in writing of the fair market value as so determined within thirty
(30) days thereof. The fair market value of such fund shall be the fair market
value of all securities and other assets then held in such fund, including all
income received since the last valuation. In determining fair market value, the
Trustee may rely upon any information that it believes to be reliable including
reports of sales and of bid and asked prices of issues listed on an exchange as
disclosed in newspapers of general circulation or in generally recognized
financial services, quotations with respect to unlisted issues as supplied by
any reputable broker or investment bank or from any other source that the
Trustee believes to be reliable, or the Trustee may make any such determination
based upon its own analysis of such records or reports of any company issuing
such stock or other securities as are made available to it. The Trustee shall be
entitled to rely conclusively upon information which it believes to be
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reliable, and the Trustee's determination with respect to fair market value
shall be final and conclusive upon all persons.
SECTION 7.4 The Trustee shall have no duties whatsoever except
as are specifically set forth as such in this Agreement, and no implied covenant
or obligation will be read into this Agreement against the Trustee.
ARTICLE 8
---------
ACCOUNTS OF THE TRUSTEE
-----------------------
SECTION 8.1 The Trustee will keep accurate and detailed
accounts of all investments, receipts, disbursements, distributions and other
transactions, including transactions which are directed by an investment
manager. Such accounts will be open to inspection and audit by the Association
or any authorized representative thereof at all reasonable times during business
days.
SECTION 8.2 Within one hundred twenty (120) days following the
close of each fiscal year of the trust, or after the close of each such other
accounting period as may be agreed upon by the Trustee and the Association, and
within thirty (30) days after the resignation or removal of the Trustee, unless
waived in writing by the Association, the Trustee will deliver to the
Association an account listing the investments of the Trust Fund and any
uninvested cash balance thereof and setting forth all receipts, disbursements,
distributions and other transactions respecting the Trust Fund not included in
any such previous account. Any such account, when approved by the Association
will be binding on the Association and the Trustee will thereby be released and
discharged from any liability or accountability to the Association with respect
to
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all matters set forth therein. Omission by the Association to object in writing
to any specific items in any such account within thirty (30) days after its
delivery to the Association will constitute approval of such account by the
Association. No other accounts or reports shall be required to be given to the
Association except as stated herein or except as otherwise agreed to in writing
by the Trustee. Subject to the provisions of ERISA, the Trustee shall not be
required to file, and no participant or his beneficiary shall have any right to
compel, any accounting, judicial or otherwise, by the Trustee.
ARTICLE 9
---------
ADMINISTRATIVE PROVISIONS
-------------------------
SECTION 9.1 Any action required or permitted to be taken by
the Association hereunder shall be taken by the Retirement Committee duly
appointed by the Association's Board of Directors pursuant to the terms of the
Plan (the "Committee") or by any officer of the Association duly authorized by
the Board of Directors. The Secretary of the Association shall certify to the
Trustee the names of the members of the Committee and thereafter any change in
the membership of the Committee. The Committee shall be the "Named Fiduciary" as
required by ERISA.
SECTION 9.2 The Trustee may rely upon the authenticity, truth
and accuracy of, and will be fully protected in acting upon:
(a) Any notice, direction, certification, approval or other
writing of the Association, if evidenced by an instrument signed in the name of
the Association by any duly authorized officer thereof.
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(b) Any notice, direction, certification, approval or other
writing of the Committee if evidenced by an instrument signed in the name of
said Committee by any one or more of its members.
(c) Any copy of a resolution of the Board of Directors of the
Association, if certified by the Secretary or an Assistant Secretary of the
Association under its corporate seal.
(d) Any notice, direction, certification, other writing or
oral instruction of any investment manager appointed by the Association received
by the Trustee and believed by it to be genuine and to be sent by such
investment manager.
SECTION 9.3 Except when paid by the Association, the Trustee
is authorized to pay out of the Trust Fund: (a) all broker fees and transfer tax
expenses and other expenses incurred in connection with the sale or purchase of
investments; (b) all real and personal property taxes, income taxes and other
taxes of any kind at any time levied or assessed under any present or future law
upon, or with respect to, the Trust Fund or any property included in the Trust
Fund; and (c) any investment manager's compensation and all other expenses of
administering the trust unless promptly paid by the Association to such
investment manager. The Trustee shall not be responsible for determining the
reasonableness of any compensation, direct or indirect, agreed to be paid to any
investment manager by the Association.
SECTION 9.4 The Trustee shall receive no compensation, but
shall be reimbursed for all reasonable expenses incurred by them in the
administration of the Trust Fund.
SECTION 9.5 No person dealing with the Trustee shall be
obliged to see to the application of any property paid or delivered to the
Trustee or to inquire into the expediency or
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propriety of any transaction or the Trustee's authority to consummate the same,
except as may specifically be required of such person under ERISA.
SECTION 9.6 Ownership of the assets comprising the Trust Fund
shall be in the Trustee. The rights or interest of any participant or his
beneficiaries to any benefits or future payments hereunder or under the
provisions of the Plan shall not be subject to attachment or garnishment or
other legal process by any creditor of any such participant or beneficiary, nor
shall any such participant or beneficiary have any right to alienate,
anticipate, commute, pledge, encumber, or assign any of the benefits or payments
which he may expect to receive, contingently or otherwise, under the Plan or
this Agreement.
SECTION 9.7 This Agreement and the Plan are designated by the
Association as constituting parts of one or more Plans which have been
established for the exclusive benefit of the participants or their
beneficiaries, and the Trust under this Agreement is intended to be a qualified
trust under Section 401 of the Internal Revenue Code of 1954, as heretofore or
hereafter amended, and to satisfy the provisions of ERISA. Subject to such
designation and qualification, this Agreement and the Trust created hereby shall
be regulated and construed by and in accordance with ERISA and, to the extent
not inconsistent therewith, the laws of the State of Illinois, except that the
right of the Association to enter into this Agreement and to exercise any of the
powers granted to or exercised by it hereunder shall be determined under the law
of the state in which the Association is incorporated.
SECTION 9.8 Communications to the Trustee shall be deemed
sufficiently made if sent by mail addressed to the Trustee at Milwaukee, North
and Damen, Xxxxxxx, Xxxxxxxx 00000. Communications to the Association will be
deemed sufficiently made if sent by mail addressed
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to the Committee, in care of the Association, at Milwaukee, North and Damen,
Xxxxxxx, Xxxxxxxx 00000.
SECTION 9.9 In case of any court proceedings involving the
Trustee or the Trust Fund, only the Trustee and the Association shall be
necessary parties thereunder and no one participating in the Plan shall be
entitled to any notice or process.
SECTION 9.10 Except as otherwise provided herein below, the
Association assumes no obligation or responsibility for any act or failure to
act of the Trustee. The Trustee shall have no obligation or responsibility as
respects any action required by this Agreement to be taken by the Association or
by any employee or former employee of the Association. Neither the Trustee nor
the Association shall be obliged to inquire into or be responsible for any
action or failure to act of the other.
The Trustee shall not be responsible for the administration or
operation of the Plan, except with regard to the investment and reinvestment of
the assets held in the Trust Fund, which are subject to its management and
control, and all such responsibility, other than with regard to the investment
and reinvestment of such assets, shall be upon the Association or its properly
delegated agent. The Trustee shall not be liable for the acts or omissions of
any investment manager appointed hereunder and shall be under no duty or
obligation to invest or otherwise manage any assets of the Trust Fund which are
subject to the management of such investment manager. The Association agrees to
indemnify and hold the Trustee harmless and defend the Trustee against any
claims caused by its action pursuant to instructions from the Association, the
Committee or an investment manager appointed hereunder, or, if the Trustee
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may not act except upon the receipt of such instructions, by its failure to act
in the absence of such instructions.
SECTION 9.11 It shall be impossible, at any time prior to
satisfaction of all liabilities with respect to participants and their
beneficiaries, for any part of the principal or income of the Trust Fund to be
used for, or diverted to, purposes other than for the exclusive benefit of
participants and their beneficiaries, provided, however, if excess unallocated
company contributions exist upon Plan termination, this section shall not
prohibit the return of such excess contributions to the Association. Payments
made by the Trustee in accordance with Section 9.3 of this Agreement, will not
be deemed to be used for, or diverted to, any such other purpose. Payments made
by the Trustee in accordance with Article 5 of this Agreement will, in every
instance, be deemed to comply with the provisions of this section.
ARTICLE 10
----------
RESIGNATION OR REMOVAL OF TRUSTEE
---------------------------------
SECTION 10.1 Any trustee may be removed by the Association
upon (30) days' notice in writing delivered to the trustee. A trustee may resign
as of the end of any month upon thirty (30) days' notice in writing to the
Association.
SECTION 10.2 In the event of the resignation or removal of the
Trustee, a successor trustee may be appointed by the Association by instrument
in writing delivered to the successor trustee and by the acceptance in writing
of such appointment by such successor trustee. Notice of any such appointment
shall be given by the Association to the retiring trustee, and the successor
trustee shall deliver to the Association and to the retiring trustee a copy of
its written
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acceptance of such appointment. If no appointment of a successor trustee is made
by the Association within a reasonable time after the resignation or removal of
the retiring trustee, any court of competent jurisdiction may appoint a
successor trustee after giving such notice, if any, to the Association, and the
retiring trustee as such court may deem proper and suitable.
SECTION 10.3 In the event of the resignation or removal of a
trustee, the retiring trustee, or its successors and assigns, shall file with
the Association a final account to which the provisions of Section 8.2 of this
Agreement regarding accounts shall apply.
SECTION 10.4 Any successor trustee shall succeed to all the
right, title and estate of the retiring trustee, and the retiring trustee shall
deliver the property comprising the Trust Fund to the successor trustee together
with all such instruments of transfer, conveyance, assignment and further
assurance as the successor trustee may reasonably require.
ARTICLE 11
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AMENDMENT AND TERMINATION OF THE TRUST
--------------------------------------
SECTION 11.1 Subject to the provisions of ERISA and of Section
9.11 hereof, this Trust Agreement may be amended at any time upon the approval
of the Board of Directors of the Association, provided that no amendment shall
increase the duties or obligations of the Trustee without the Trustee's consent.
Any amendment shall be in writing and shall become effective, subject to the
Trustee's consent if required, when delivered to the Trustee. The Secretary or
any Assistant Secretary of the Association, pursuant to authorization of the
Board of Directors of the Association, will promptly certify to the Trustee all
amendments to the Plan.
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SECTION 11.2 This Trust may be terminated at any time by the
Association by written instrument delivered to the Trustee. Upon such a
termination, the Trust Fund shall be paid out by the Trustee as directed by the
Association in writing and in accordance with the terms of ERISA. Any such
termination of the trust and any such direction by the Association shall be
subject to the provisions of Section 9.11 of this Agreement.
ARTICLE 12
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MISCELLANEOUS
-------------
SECTION 12.1 Nothing contained in this Agreement shall be
deemed to constitute a contract between the Association and any employee of the
Association.
SECTION 12.2 Any corporation to which substantially all of the
business and assets of the Trustee may be transferred, shall be deemed
automatically to be continuing as Trustee.
SECTION 12.3 This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be the original, and all of such
counterparts shall together constitute one and the same document.
SECTION 12.4 The headings of Articles of this Agreement are
for convenience of reference only and shall have no substantive effect on the
provisions of this Agreement.
SECTION 12.5 Any notice required hereunder may be waived by
the person entitled thereto.
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IN WITNESS WHEREOF, this Agreement is being executed as of the
day and year first above written.
FAIRFIELD SAVINGS AND LOAN
ASSOCIATION
By /s/ Xxxxxx X. Xxxxxx, Xx.
-----------------------------
President
ATTEST:
/s/ Xxxx Xxxxxxxx
-----------------
Secretary
/s/ Xxxxxx X. Xxxxxx, Xx.
-----------------------------
Xxxxxx X. Xxxxxx, Xx., Trustee
/s/ F. Xxxxxxx Xxxxxx
-----------------------------
F. Xxxxxxx Xxxxxx, Trustee
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Trustee
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