TRUST AGREEMENT
BETWEEN
PULASKI SAVINGS BANK
AND
XXXXXX XXXXXXXXXX
XXX XXXXXXXX
XXXXXXX XXXXXXXX
XXXXXX XXXXXXX
XXXXX X. XXXXXXXXX
FOR THE
PULASKI SAVINGS BANK
EMPLOYEE STOCK OWNERSHIP TRUST
CONTENTS
Page No.
Section 1 Creation of Trust.................................................1
Section 2 Investment of Trust Fund and Administrative Powers
of the Trustee...................................................2
Section 3 Compensation and Indemnification of Trustee
and Payment of Expenses and Taxes.................................7
Section 4 Records and Valuation.............................................8
Section 5 Instructions from Committee.......................................9
Section 6 Change of Trustees................................................9
Section 7 Miscellaneous.....................................................9
2
This TRUST AGREEMENT dated March 26, 1997 BETWEEN Pulaski Savings Bank,
with its principal office at 000 Xxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxx Xxxxxx 00000
(hereinafter called the "Bank"), AND Xxxxxx Xxxxxxxxxx, Xxx Xxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx Xxxxxxx and Xxxxx X. Xxxxxxxxx (hereinafter each referred to as
the "Trustee"),
W I T N E S S E T H T H A T:
WHEREAS, effective January 1, 1997, the Bank approved and adopted an
employee stock ownership plan for the benefit of its employees, known as the
Pulaski Savings Bank Employee Stock Ownership Plan (hereinafter called the
"Plan"); and
WHEREAS, the Bank has authorized the execution of this Trust Agreement
and has appointed Xxxxxx Xxxxxxxxxx, Xxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
Xxxxxxx and Xxxxx X. Xxxxxxxxx each as Trustee of the Trust Fund created
pursuant to the Plan; and
WHEREAS, Xxxxxx Xxxxxxxxxx, Xxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
Xxxxxxx and Xxxxx X. Xxxxxxxxx each has agreed to act as Trustee and to hold and
administer the assets of the Plan in accordance with the terms of this Trust
Agreement;
NOW, THEREFORE, the Bank and each of the Trustees agree as follows:
Section 1. Creation of Trust.
1.1 Trustees. Xxxxxx Xxxxxxxxxx, Xxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
Xxxxxxx and Xxxxx X. Xxxxxxxxx shall each be a trustee of the Trust Fund (as
defined below) created in accordance with and in furtherance of the Plan, and
shall serve as Trustee until his/her removal or resignation in accordance with
Section 6 (unless otherwise noted, all Section references contained herein are
to this Trust Agreement).
1.2 Trust Fund. The Trustee hereby agrees to accept contributions from
the Employer (as such term is defined in the Plan) and amounts transferred from
other qualified retirement plans from time to time in accordance with the terms
of the Plan. All such property and contributions, together with income thereon
and increments thereto, shall constitute the "Trust Fund" to be held in
accordance with the terms of the Trust Agreement.
1.3 Incorporation of Plan. An instrument entitled "Pulaski Savings Bank
Employee Stock Ownership Plan" is incorporated herein by reference, and this
Trust Agreement shall be interpreted consistently with that Plan. All words and
phrases defined in that Plan shall have the same meaning when used in this Trust
Agreement, unless otherwise specifically defined in this Trust Agreement.
1.4 Name. The name of this trust shall be "Pulaski Savings Bank
Employee Stock Ownership Trust."
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1.5 Nondiversion of Assets. In no event shall any part of the corpus or
income of the Trust Fund be used for, or diverted to, purposes other than for
the exclusive benefit of the Participants and their Beneficiaries prior to the
satisfaction of all liabilities under the Plan, except to the extent that assets
may be returned to the Employer in accordance with the Plan where the Plan fails
to qualify initially under Section 401(a) of the Internal Revenue Code of 1986,
as amended (the "Code"), or where they are attributable to contributions made by
mistake of fact or conditioned upon their deductibility.
Section 2. Investment of Trust Fund and Administrative Powers of the
Trustee.
2.1 Stock and Other Investments. The basic investment policy of the
Plan shall be to invest primarily in Stock of the Employer for the exclusive
benefit of the Participants and their Beneficiaries. The Committee shall have
full and complete investment authority and responsibility with respect to the
purchase, retention, sale, exchange, and pledge of Stock and the payment of
Stock Obligations, and the Trustee shall not deal in any way with Stock except
in accordance with the written instructions of the Committee. The Trustee shall
invest, or keep invested, all or a portion of the Trust Fund in Stock, and shall
pay Stock Obligations out of assets of the Trust Fund, as instructed from time
to time by the Committee. The Trustee shall invest any balance of the Trust Fund
(the "Investment Fund") in such other property as the Committee, in its sole
discretion, shall deem advisable, subject to any delegation of such investment
responsibility pursuant to Section 2.2. Nothing contained herein shall provide
investment discretion authority or any like kind responsibility in regard to the
assets of the Trust Fund.
In connection with instructions from the Committee to acquire Stock,
the Trustee may purchase newly issued or outstanding Stock from an Employer or
any other holders of Stock, including Participants, Beneficiaries, and Plan
fiduciaries. All purchases and sales of Stock shall be made by the Trustee at
fair market value as determined by the Committee in good faith and in accordance
with any applicable requirement under the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). Such purchases may be made with assets of the
Trust Fund, with funds borrowed for this purpose (with or without guarantees of
repayment to the lender by an Employer), or by any combination of the foregoing.
Notwithstanding any other provision of this Trust Agreement or the
Plan, neither the Committee nor Trustee shall make any purchase, sale, exchange,
investment, pledge, valuation, or loan, or take any other action involving those
assets for which it is responsible which (i) is inconsistent with the policy of
the Plan and Trust Agreement, (ii) is inconsistent with the prudence and
diversification requirements set forth in Sections 404(a)(1)(B) and (C) of ERISA
(to the extent such requirements apply to an employee stock ownership plan and
related trust), (iii) is prohibited by Section 406 or 407 of ERISA or Section
4975 of the Code, or (iv) would impair the qualification of the Plan or the
exemption of the Trust under Sections 401 and 501 of the Code.
2.2 Delegation of Investment Responsibility. The Committee may, by
written notice, direct the Trustee to segregate any portion or all of the
Investment Fund into one or more separate accounts for each of which full
investment responsibility will be delegated to an investment manager, as
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defined in Section 3(38) of ERISA, appointed in such notice pursuant to Section
402(c)(3) of ERISA (hereinafter a "Manager"). For any separate account where the
Trustee is to maintain custody of the assets, the Trustee and the Manager shall
agree upon procedures for the transmittal of investment instructions from the
Manager to the Trustee, and the Trustee may provide the Manager with such
documents as may be necessary to authorize the Manager to effect transactions
directly on behalf of the segregated account.
Further, the Committee may, by written notice, direct the Trustee to
segregate any portion or all of the Investment Fund into one or more separate
accounts for each of which full investment responsibility will be delegated to
an insurance company through one or more group annuity contracts, deposit
administration contracts, or similar contracts, which may provide for
investments in any commingled separate accounts established under such
contracts. An insurance company shall be a Manager with respect to any amounts
held under such a contract except to the extent the insurer's assets are not
deemed assets of the Plan and Trust Fund pursuant to Section 401(b)(2) of ERISA.
The allocation of amounts held under such a contract among the insurer's general
account and one or more individual or commingled separate accounts shall be
determined by the Bank except as otherwise agreed by the Bank and the insurer.
Any Manager shall have all of the powers given to the Trustee pursuant
to Section 2.3 with respect to the portion of the Trust Fund committed to its
investment discretion and control. The Trustee shall be responsible for the
safekeeping of any assets which remain in its custody, but in no event shall the
Trustee be under any duty to question or make any inquiry or suggestion
regarding the action or inaction of a Manager or an insurer or the advisability
of acquiring, retaining, or disposing of any asset of a segregated account. The
Employer shall indemnify and hold the Trustee harmless from any and all costs,
damages, expenses, and liabilities which the Trustee may incur by reason of any
action taken or omitted to be taken by the Trustee upon directions from the
Committee, a Manager, or an insurer pursuant to this Section 2.2.
2.3 Trustee Powers. In addition to and not by way of limitation upon
the fiduciary powers granted to it by law, the Trustee shall have the following
specific powers, subject to direction by the Committee and subject to the
limitations set forth in Section 2.1:
2.3-1 to receive, hold, manage, invest and reinvest the money or other
property which constitutes the Trust Fund, without distinction between principal
and income;
2.3-2 to hold funds uninvested temporarily without liability for
interest thereon, and to deposit funds in one or more savings or similar
accounts with any banks and savings and loan associations which are insured by
an instrumentality of the federal government, including the Trustee if it is
such an institution.
2.3-3 to invest or reinvest the whole or any portion of the money or
other property which constitutes the Trust Fund in such common or preferred
stocks, investment trust shares, mutual funds, commingled trust funds,
partnership interests, bonds, notes, or other evidences of indebtedness, and
real and personal property as the Committee in its absolute judgment and
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discretion may deem to be for the best interests of the Trust Fund, regardless
of nondiversification to the extent that such nondiversification is clearly
prudent, and regardless of whether any such investment or property is authorized
by law regarding the investment of trust funds, of a wasting asset nature,
temporarily non-income producing, or within or without the United States;
2.3-4 to invest in common and preferred stocks, bonds, notes, or other
obligations of any corporation or business enterprise in which an Employer or
its owners may own an interest;
2.3-5 to exchange any investment or property, real or personal, for
other investments or properties at such time and upon such terms as the Trustee
shall deem proper;
2.3-6 to sell, transfer, convey or otherwise dispose of any investment
or property, real or personal, for cash or on credit, in such manner and upon
such terms and conditions as the Trustee shall deem advisable, and no person
dealing with the Trustee shall be under any duty to inquire as to the validity,
expediency, or propriety of any such sale or as to the application of the
purchase money paid to the Trustee;
2.3-7 to hold any investment or property in the name of the Trustee,
with or without the designation of any fiduciary capacity, or in name of a
nominee, or unregistered, or in such other form that title may pass by delivery;
provided, however, that the Trustee's records always show that such investment
or property belongs to the Trust Fund and the Trustee shall not be relieved
hereby of its responsibility to maintain safe custody of the Trust Fund;
2.3-8 to organize one or more corporations to hold, manage, or
liquidate any property, including real estate, owned or acquired by the Trust
Fund if in the sole discretion of the Trustee the organization of such
corporation or corporations is for the best interest of the Trust;
2.3-9 to extend the time for payment of, to modify, to renew, or to
release security from any mortgage, note or other evidence of indebtedness, or
to take advantage of or waive any default; to foreclose mortgages and bid in
property under foreclosure or to take title to property by conveyance in lieu of
foreclosure, either with or without the payment of additional consideration;
2.3-10 to vote in person or by proxy all stocks and other securities
having voting privileges; to exercise or refrain from exercising any option or
privilege with respect to stocks and other securities, including any right or
privilege to subscribe for or otherwise to acquire stocks and other securities;
or to sell any such right or privilege; to assent to and join in any plan of
refinance, merger, consolidation, reorganization or liquidation of any
corporation or other enterprise in which this Trust may have an interest, to
deposit stocks and other securities with any committee formed to effectuate the
same, to pay any expense incidental thereto, to exchange stocks and other
securities for those which may be issued pursuant to any such plan, and to
retain as an investment the stocks and other securities received by the Trustee;
and to deposit any investment in a voting trust; notwithstanding the preceding,
participants and beneficiaries shall be entitled to direct the manner in which
stock allocated to their respective accounts are to be voted on all matters. All
Stock which has been allocated to participants' accounts for which the Trustee
has received no written direction and all
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unallocated Employer securities will be voted in accordance with Section 7.1 of
the Plan. Whenever such voting rights are to be exercised, the Employer, the
Committee and the Trustee shall see that all Participants and Beneficiaries are
provided with adequate opportunity to deliver their instructions to the Trustee
regarding voting of Stock allocated to their accounts. The instructions of the
Participants with respect to the voting of allocated shares hereunder shall be
confidential;
2.3-11 to abandon any property, real or personal, which the Trustee at
the direction of the Committee, shall consider to be worthless or not of
sufficient value to warrant its keeping or protecting; to abstain from the
payment of taxes, water rents, assessments, repairs, maintenance, and upkeep of
any such property; to permit any such property to be lost by tax sale or other
proceedings, and to convey any such property for a nominal consideration or
without consideration;
2.3-12 to borrow money from an Employer or from others (including the
Trustee), and to enter into installment contracts, for the purchase of Stock
upon such terms and conditions and at such reasonable rates of interest as the
Committee may deem to be advisable, to issue its promissory notes as Trustee to
evidence such debt, to secure the payment of such notes by pledging any property
of the Trust Fund, and to authorize the holders of any such notes to pledge them
to secure obligations of the holders and in connection therewith to repledge any
assets of the Trust as security therefor; provided that, with respect to any
extension of credit to the Trust involving, as a lender or guarantor, an
Employer or another "disqualified person" within the meaning of Section
4975(e)(2) of the Code --
(a) each loan or installment contract is primarily for the benefit
of Participants and Beneficiaries of the Plan;
(b) any interest on a loan or installment contract does not exceed
a reasonable rate;
(c) the proceeds of any loan shall be used only to acquire Stock,
to repay the loan, or to repay a previous loan meeting these
conditions, and the subject of any installment contract shall
be only the Trust's purchase of Stock;
(d) any collateral pledged to a creditor by the Trustee shall
consist only of the assets purchased with borrowed funds or
received in accordance with an installment contract and the
creditor shall have no recourse against the Trust Fund except
with respect to the collateral (although the creditor may have
recourse against an Employer as guarantor);
(e) payments with respect to a loan or installment contract shall
be made only from those amounts contributed by the Employer to
the Trust Fund, from amounts earned on such contributions, and
from cash dividends received on unallocated Stock held by the
Trust as collateral for such an obligation; and
(f) upon the payment of any portion of balance due on a loan or
upon any installment payment, a proportionate part of any
assets originally pledged as collateral for such indebtedness
shall be released from encumbrance in accordance with Section
4.2 of the Plan and the Committee shall at least annually
advise the Trustee of the number of shares of Stock so
released and the proper allocation of such shares under the
terms of the Plan;
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2.3-13 to manage and operate any real property which shall at any time
constitute an asset of the Trust Fund; to make repairs, alterations, and
improvements thereto; to insure such property against loss by fire or other
casualty; to lease or grant options for the sale of such property, which lease
or option may be for a period of time which may extend beyond the life of this
Trust; and to take any other action or enter into any other contract respecting
such property which is consistent with the best interests of the Trust;
2.3-14 to pay any and all reasonable and normal expenses incurred in
connection with the exercise of any power, right, authority or discretion
granted herein, and, upon prior notice to the Bank, to employ and compensate
agents, investment counsel, custodians, actuaries, attorneys, and accountants in
such connection;
2.3-15 to employ and consult with any legal counsel, who also may be
counsel to an Employer or the Committee, with respect to the meaning or
construction of this Trust Agreement, the extent of the Trustee's obligations
and duties hereunder, and whether the Trustee should take or decline to take a
particular action hereunder, and the Trustee shall be fully protected with
respect to any action taken or omitted by it in good faith pursuant to such
advice;
2.3-16 to defend any action or proceeding instituted against the Trust
Fund, to institute any action on behalf of the Trust Fund, and to compromise or
submit to arbitration any dispute concerning the Trust Fund;
2.3-17 to make, execute, acknowledge and deliver any and all documents
of transfer and conveyance and any and all other instruments that may be
necessary or appropriate to carry out the powers herein granted;
2.3-18 to commingle the Trust Fund created pursuant hereto, in whole or
in part, in a single trust with all or any portion of any other trust fund,
assigning an undivided interest to each such commingled trust fund, provided
that such commingled trust is itself exempt from taxation pursuant to Section
501(a) of the Code, or its successor Section; and provided further that the
trust agreement governing such commingled trust shall be deemed incorporated by
reference in the Plan;
2.3-19 where two or more trusts governed by this Trust Agreement have
an undivided interest in any property, to credit the income from such property
to such trusts in proportion to their undivided interests, and when non pro rata
distributions of property or money are made from such trusts, to make
appropriate adjustments to the undivided fractional interests of such trusts;
2.3-20 to invest all or any portion of the Trust Fund in one or more
group annuity contracts, deposit administration contracts, and other such
contracts with insurance companies, including any commingled separate accounts
established under such contracts;
2.3-21 generally, with respect to all cash, stocks and other
securities, and property, both real and personal, received or held in the Trust
Fund by the Trustee, to exercise all the same rights and powers as are or may be
lawfully exercised by persons owning cash, or stocks and other securities,
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or such property in their own right; and to do all other acts, whether or not
expressly authorized, which it may deem necessary or proper for the protection
of the Trust Fund; and
2.3-22 whenever more than two persons shall qualify to act as
co-trustees, to exercise and perform every power (including discretionary
powers), authority or duty by the concurrence of a majority of them the same
effect as if all had joined therein, except that the unanimous vote of such
persons shall be necessary to determine the number (one or more) and identity of
persons who may sign checks, make withdrawals from financial institutions, have
access to safe deposit boxes, or direct the sale of trust assets and the
disposition of the proceeds.
Section 3. Compensation and Indemnification of Trustee and Payment of
Expenses and Taxes.
3.1 Fees and Expenses from Fund. Compensation of Trustee. In
consideration for rendering services pursuant to this Trust Agreement the
Trustee shall be paid fees in accordance with the Trustee's fee schedule as in
effect from time to time; provided, however, that any individual serving as
Trustee who already receives full-time pay from the Employer shall not receive
compensation from the Plan. Fee changes resulting in fee increases shall be
effective upon not less than 30 days' notice to the Bank. In addition, the
Trustee shall be reimbursed for any reasonable expenses, including reasonable
attorneys' fees, incurred in the administration of the Trust created hereby.
Fees and expenses shall be allocated to Participant Accounts, if any, unless
paid directly by the Employer. All compensation and expenses of the Trustee
shall be paid out of the Trust Fund or by the Employer as specified in the Plan.
If and to the extent the Trust Fund shall not be sufficient, such compensation
and expenses shall be paid by the Employer upon demand. If payment is due but
not paid by the Employer, such amount shall be paid from the assets of the Trust
Fund. The Trustee is hereby empowered to withdraw all such compensation and
expenses which are 60 days past due from the Trust Fund, and, in furtherance
thereof, liquidate any assets of the Trust Fund, without further authorization
or direction from or by any person.
3.2 Indemnification. Notwithstanding any other provision of this Trust
Agreement, any individual designated as a trustee hereunder shall be indemnified
and held harmless by the Employer to the fullest extent permitted by law against
any and all costs, damages, expenses and liabilities including, but not limited
to attorneys' fees and disbursements reasonably incurred by or imposed upon such
individual in connection with any claim made against him or in which he may be
involved by reason of his being, or having been, a trustee hereunder, to the
extent such amounts are not satisfied by insurance maintained by the Employer,
except liability which is adjudicated to have resulted from the gross negligence
or willful misconduct of the Trustee by reason of any action so taken. Further,
any corporate trustee and its officers, directors and agents may be indemnified
and held harmless by the Employer to the fullest extent permitted by law against
any and all costs, damages, expenses and liabilities including, but not limited
to attorneys' fees and disbursements reasonably incurred by or imposed upon such
persons and/or corporation in connection with any claim made against it or them
or in which it or them may be involved by reason of its being, or having been, a
trustee hereunder as may be agreed between the Employer and such Trustee, except
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liability which is adjudicated to have resulted from the gross negligence or
willful misconduct of the Trustee by reason of any action so taken.
3.3 Expenses. All expenses of administering this Trust and the Plan,
whether incurred by the Trustee or the Committee, shall be paid by the Trustee
from the Trust Fund to the extent such expenses shall not have been assumed by
the Employer.
3.4 Taxes. All taxes of any kind that may be levied or assessed upon
the Trust Fund, its income or assets, shall be paid from the Trust Fund, but the
Trustee shall not be obliged to pay such tax so long as it shall contest the
validity of such levy or assessment upon the advice of counsel.
Section 4. Records and Valuation.
4.1 Records. The Trustee, and any investment manager appointed pursuant
to Section 2.2, shall maintain accurate and detailed records and accounts of all
investments, receipts, disbursements and other transactions made by it with
respect to the Trust Fund, and all accounts, books and records relating thereto
shall be open at all reasonable time to inspection and audit by the Committee
and the Employer.
4.2 Valuation. From time to time upon the request of the Committee, but
at least annually as of the last day of each Plan Year, the Trustee shall
prepare a balance sheet of the Investment Fund in accordance with Section 8.2 of
the Plan and shall deliver copies of the balance sheet to the Committee and the
Employer. In the absence of any written objections to the balance sheet by the
Committee or an Employer within 90 days after its delivery to them, the Trustee
shall be entitled to presume and to rely upon its correctness for all purposes.
Section 5. Instructions from Committee.
5.1 Certification of Members and Employees. From time to time the Bank
shall certify to the Trustee in writing the names of the individuals comprising
the Committee and shall furnish to the Trustee specimens of their signatures and
the signatures of their agents, if any. The Trustee shall be entitled to presume
that the identities of such individuals and their agents are unchanged until it
receives a certification from the Bank notifying it of any changes.
5.2 Instructions to Trustee. The Trustee shall pay such sums to such
persons and shall take such other actions as shall be set forth in written
instructions from a single member of the Committee, whose name shall be
certified in writing to the Trustee by the Bank from time to time. The Trustee
shall be fully protected in taking any action based upon such written
instructions and shall have no power, authority, or duty to interpret the Plan
or to inquire into the decisions or determinations of the Committee, or to
question the instructions given to it by the Committee.
5.3 Plan Change. In the event of an amendment, merger, division, or
termination of the Plan, the Trustee shall continue to disburse funds and to
take other proper actions in accordance with the instructions of the Committee.
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Section 6. Change of Trustees.
The Bank may, at any time, remove any person or entity serving as a
Trustee hereunder by giving to such person or entity written notice of removal
and, if applicable, the name and address of the successor trustee. Any person or
entity serving as a Trustee hereunder may resign at any time by giving written
notice to the Bank. Any such removal or resignation shall take effect within 30
days after notice has been given by the Trustee or by the Bank, as the case may
be. Within those 30 days, the removed or resigned Trustee shall transfer, pay
over and deliver any portion of the Trust Fund in its possession or control
(less an appropriate reserve for any unpaid fees, expenses, and liabilities) and
all pertinent records to the successor or remaining Trustee; provided, however,
that any assets which are invested in a collective fund or in some other manner
which prevents their immediate transfer shall be transferred and delivered to
the successor trustee as soon as may be practicable. Thereafter, the removed or
resigned Trustee shall have no liability for the Trust Fund or for its
administration by the successor or remaining trustee, but shall render an
accounting to the Committee of its administration of the Trust Fund to the date
on which its trusteeship shall have been terminated. The Bank may also, upon 30
days' notice to each person currently serving as a Trustee, appoint one or more
persons to serve as co-trustees hereunder.
Section 7. Miscellaneous.
7.1 Right to Amend. This Trust Agreement may be amended from time to
time by an instrument executed by the Bank; provided, however, that any
amendment affecting the powers, duties or liabilities of the Trustee must be
approved by the Trustee, and provided, further, that no amendment may divert any
portion of the Trust Fund to purposes other than the exclusive benefit of the
Participants and their Beneficiaries prior to the satisfaction of all
liabilities for benefits. Any amendment shall apply to the Trust Fund as
constituted at the time of the amendment as well as to that portion of the Trust
Fund which is subsequently acquired.
7.2 Compliance with ERISA. In the exercise of its powers and the
performance of its duties, the Trustee shall act in good faith and in accordance
with the applicable requirements under ERISA. Except as may be otherwise
required by ERISA, the Trustee shall not be required to furnish any bond in any
jurisdiction for the performance of its duties and, if a bond is required
despite this provision, no surety shall be required on it.
7.3 Nonresponsibility for Funding. The Trustee shall be under no duty
to enforce the payment of any contributions and shall not be responsible for the
adequacy of the Trust Fund to satisfy any obligations for benefits, expenses,
and liabilities under the Plan.
7.4 Reports. The Trustee shall file any report which it is required by
law to file with any governmental authority with respect to this Trust, and the
Committee shall furnish to the Trustee whatever information is necessary to
prepare the report.
7.5 Dealings with Trustee. Persons dealing with the Trustee, including
but not limited to banks, brokers, dealers, and insurers, shall be under no
obligation to inquire concerning the validity
9
of anything which the Trustee purports to do, nor need any person see to the
proper application of any money paid or any property transferred upon the order
of the Trustee or to inquire into the Trustee's authority as to any transaction.
7.6 Limitation Upon Responsibilities. The Trustee shall have no
responsibilities with respect to the Plan or Trust other than those specifically
enumerated or explicitly allocated to it under this Trust Agreement or the
provisions of ERISA. All other responsibilities are retained and shall be
performed by one or more of the Employer, the Committee, and such advisors or
agents as they choose to engage.
The Trustee may execute any of the trusts or powers hereof and perform
any of its duties by or through attorneys, agents, receivers or employees and
shall not be answerable for the conduct of the same if chosen with reasonable
care and shall be entitled to advice of counsel concerning all matters of trust
hereof and the duties hereunder, and may in all cases pay such reasonable
compensation to all such attorneys, agents, receivers and employees as may
reasonably be employed in connection with the trusts hereof. The Trustee may act
upon the opinion or advice of any attorney (who may be the attorney for the
trustee or attorney for the Committee), approved by the Trustee in the exercise
of reasonable care. The Trustee shall not be responsible for any loss or damage
resulting from any action or non-action in good faith in reliance upon such
opinion or advice.
The Trustee shall be protected in acting upon any notice, request,
consent, certificate, order, affidavit, letter, telegram or other paper or
document believed to be genuine and correct and to have been signed or sent by
the proper person or persons.
As to the existence or non-existence of any fact or as to the
sufficiency or validity of any instrument, paper or proceedings, the Trustee
shall be entitled to rely upon a certificate signed on behalf of the Committee
as sufficient evidence of the facts therein contained but may at its discretion
secure such further evidence deemed necessary or advisable, but shall in no case
be bound to secure the same. The Trustee shall not be answerable for other than
its gross negligence or willful misconduct.
Before taking any action hereunder at the request or direction of the
Committee, the Trustee may require that indemnity in form and amount
satisfactory to the Trustee be furnished for the reimbursement of any and all
costs and expenses to which it may be put including, without limitation,
reasonable attorneys' fees and to protect it against all liability, except
liability which is adjudicated to have resulted from the gross negligence or
willful misconduct of the Trustee by reason of any action so taken.
No provision of this Agreement shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.
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7.7 Successor Trustees. This Trust Agreement shall apply to any person
who shall be appointed to succeed the person currently appointed as the Trustee;
and any reference herein to the Trustee shall be deemed to include any one or
more individuals or corporations or any combination thereof who or which hall at
any time act as a co-trustee or as the sole trustee.
7.8 Governing State Law. This Trust Agreement shall be interpreted in
accordance with the laws of the State of New Jersey to the extent those laws may
be applicable under the provisions of ERISA.
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IN WITNESS WHEREOF, the parties hereto have executed this Trust
Agreement as of the day and year first above written.
ATTEST:
PULASKI SAVINGS BANK
By: /s/ Xxxxxx Xxxxxxxxxx
----------------- -------------------------
Name
As Its: President
-----------------
Title
ATTEST:
PULASKI SAVINGS BANK
EMPLOYEE STOCK OWNERSHIP TRUST
By:
/s/ Xxxxxx Xxxxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxxxx, as Trustee
/s/ Xxx Xxxxxxxx
-----------------------------
Xxx Xxxxxxxx, as Trustee
/s/ Xxxxxxx Xxxxxxxx
-----------------------------
Xxxxxxx Xxxxxxxx, as Trustee
/s/ Xxxxxx Xxxxxxx
-----------------------------
Xxxxxx Xxxxxxx, as Trustee
/s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxxx, as Trustee
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