Exhibit No. 10(ii) - Amendment dated May 16, 2001 to the Mid America Bank, fsb
Deferred Compensation Trust Agreement.
AMENDMENT
OF THE
MID AMERICA FEDERAL SAVINGS AND LOAN ASSOCIATION
DEFERRED COMPENSATION TRUST
THIS AMENDMENT of the MID AMERICA FEDERAL SAVINGS AND LOAN ASSOCIATION
DEFERRED COMPENSATION TRUST is made as of the 16th day of May, 2001, by and
between Mid America Bank, fsb (f/k/a Mid America Federal Savings and Loan
Association) (the "Association") and American National Bank and Trust Company
("Trustee").
WHEREAS, the Association has adopted deferred compensation plans for the
benefit of certain employees and directors (each a "Plan"); and
WHEREAS, the Association has adopted a Trust Agreement under the Plan
(hereinafter called "Trust"); and
WHEREAS, the Association and Trustee desire to amend the Trust in response
to Internal Revenue Service Notice 2000-56 relating to treatment of certain
assets held in the Trust;
NOW, THEREFORE, pursuant to the authority granted under Section 7.01 of the
Trust, the Association does hereby amend the Trust as follows:
1. Article IV is amended by adding a new Section 4.01A to read as
follows:
"4.01A Contributions by MAF Bancorp, Inc. Notwithstanding anything in
this Trust Agreement to the contrary, any assets (including MAF common
stock) contributed or deemed contributed by MAF Bancorp, Inc., the parent
holding company of the Association ("MAF"), for the benefit of
Participants, shall be subject to the claims of the general creditors of
MAF as well as the general creditors of the Association. With respect to
assets contributed by MAF, MAF shall be deemed to be the grantor hereunder
and references in this Trust Agreement to the Association shall, with
respect to such assets, be deemed to be references to MAF. Further, for
purposes of Article V and claims of creditors, with respect to such assets,
including MAF common stock, references in Article V to the Association
shall also be deemed references to MAF."
2. Article V is amended by adding a new Section 5.03 to read as follows:
"5.03 Insolvency of MAF. If, pursuant to Section 5.01 and 5.02 hereof
(each as modified by Section 4.01A), the Trustee receives notice of the
Insolvency of MAF or determines that MAF is Insolvent, the Trustee shall
discontinue payments to Participants or their beneficiaries and shall hold
the
2
assets of the Trust (including MAF common stock) which have been
contributed or have been deemed to have been contributed by MAF for the
benefit of MAF's general creditors, although such assets (including MAF
common stock) may also be subject to the claims of the creditors of the
Association. Nothing in this Trust Agreement shall in any way diminish any
rights of Participants or their beneficiaries to pursue their rights as
general creditors of the Association or MAF with respect to benefits due
under the Plan or otherwise."
3. All references in the Trust to Mid America Federal Savings and Loan
Association shall be amended to be references to "Mid America Bank, fsb".
4. The effective date of this First Amendment shall be May 16, 2001.
IN WITNESS WHEREOF, this Amendment of Trust Agreement has been duly
executed by the duly authorized officers of the Association hereto, effective as
of the day and year first above written.
ATTEST/WITNESS: MID AMERICA BANK, fsb
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxxx
---------------------------- -----------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxx
----------------------- ---------------------------
Title: Senior Vice President Title: Chief Executive Officer
---------------------- --------------------------
Date: 5/16/01
---------------------------
Acknowledged and Received:
AMERICAN NATIONAL BANK AND
TRUST COMPANY, TRUSTEE
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
---------------------------
Title: First Vice President
--------------------------
Date: 8/2/01
---------------------------
3
