Exhibit No. 10(i) - Amendment dated May 16, 2001 to the MAF Bancorp, Inc. Stock
Option Gain Deferral Plan Trust Agreement.
FIRST AMENDMENT
OF THE
TRUST UNDER THE
MAF BANCORP, INC.
STOCK OPTION GAIN DEFERRAL PLAN
THIS FIRST AMENDMENT of the Trust under the MAF Bancorp, Inc. Stock Option
Gain Deferral Plan is made as of the 16th day of May, 2001, by and between MAF
Bancorp, Inc. (the "Company") and LaSalle Bank, N.A. ("Trustee").
WHEREAS, the Company has adopted a deferred compensation plan known as the
MAF Bancorp, Inc. Stock Option Gain Deferral Plan ("Plan"); and
WHEREAS, the Company has adopted a Trust Agreement under the Plan
(hereinafter called "Trust"); and
WHEREAS, the Company 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, the parties do hereby amend the Trust as follows:
1. Section 1.5 is amended to read as follows:
"1.5 The principal of the Trust, and any earnings thereon shall be
held separate and apart from other funds of the Company and shall be used
exclusively for the uses and purposes of the Plan participants and general
creditors as herein set forth. Plan participants and their beneficiaries
shall have no preferred claim on, or any beneficial ownership interest in,
any assets of the Trust. Any rights created under the Plan and this Trust
Agreement shall be mere unsecured contractual rights of Plan participants
and their beneficiaries against the Company. Any assets held by the Trust
will be subject to the claims of the Company's general creditors under
federal and state law in the event of Insolvency, as defined in Section 3.1
herein, including, but not limited to, any assets, including Common Stock,
contributed by the Company for the benefit of any Plan participant who is
an employee of a subsidiary of the Company which may also be subject to
claims of the creditors of such subsidiary."
2. A new Section 1.7 is added to read as follows:
"1.7 Participating Subsidiaries. Notwithstanding anything in this
Trust Agreement to the contrary, to the extent the Trust benefits Plan
participants who are employees of any of the Company's subsidiaries, any
assets, including
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Common Stock, contributed by the Company for the benefit of such
participants, as well as any assets contributed by any such subsidiary,
shall be subject to the claims of the general creditors of such subsidiary.
With respect to assets contributed by any subsidiary, the subsidiary shall
be deemed to be the grantor hereunder and, with respect to such assets,
references in this Trust Agreement to the Company shall be deemed to be
references to such subsidiary. Further, with respect to assets contributed
by the Company for the benefit of such participants, for purposes of
Article III and claims of creditors, references in Article III to the
Company shall also be deemed to be references to such subsidiaries."
3. Section 3.2(c) is amended to read:
"(c) If, pursuant to paragraph (a) hereof, the Trustee receives notice
from the Company of the Company's Insolvency or the Accounting Firm
determines that the Company is Insolvent, the Trustee shall discontinue
payments to Plan participants or their beneficiaries and shall hold the
assets of the Trust for the benefit of the Company's general creditors,
including any assets contributed by the Company for the benefit of Plan
participants who are employees of a Company subsidiary, although such
assets (including Common Stock) may also be subject to the claims of the
creditors of such subsidiary. Nothing in this Trust Agreement shall in any
way diminish any rights of Plan participants or their beneficiaries to
pursue their rights as general creditors of the Company with respect to
benefits due under the Plan or otherwise."
4. Sections 12.2 and 12.3 are amended to read as follows:
"12.2 The Trust shall not terminate until the date on which Plan
participants and their beneficiaries are no longer entitled to benefits
pursuant to the terms of the Plan. Upon termination of the Trust, any
assets remaining in the Trust shall be returned to the Company, including
any assets contributed to the Trust by the Company for the benefit of Plan
participants who are employees of a Company subsidiary, although such
assets (including Common Stock) may also be subject to the claims of
creditors of a subsidiary.
12.3 Upon written approval of participants or beneficiaries entitled
to payment of benefits pursuant to the terms of the Plan, the Company may
terminate this Trust prior to the time all benefit payments under the Plan
have been made. All assets in the Trust at termination shall be returned to
the Company, including any assets contributed to the Trust by the Company
for the benefit of Plan participants who are employees of a Company
subsidiary, although such assets (including Common Stock) may also be
subject to the claims of creditors of a subsidiary."
5. The effective date of this First Amendment shall be May 16, 2001.
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IN WITNESS WHEREOF, this First Amendment of Trust Agreement has been duly
executed by the duly authorized officers of the parties hereto, effective as of
the day and year first above written.
ATTEST/WITNESS: MAF BANCORP, INC.
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxx
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Title: Senior Vice President Title: Chief Executive Officer
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Date: 5/16/01
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ATTEST/WITNESS: LASALLE BANK, N.A., TRUSTEE
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------------- ---------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxx
----------------------- -------------------------
Title: Vice President Title: Senior Vice President
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Date: May 16, 2001
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