AMENDMENT NO. 3
TO
GREAT FINANCIAL BANK, FSB
401(k) SAVINGS PLAN
Effective June 1, 1992, Great Financial Bank, FSB, by action of its
Board of Directors, adopted the Great Financial Bank, FSB 401(k) Savings Plan.
Plan Article XII provides that the Plan may be amended by a written
instrument which is duly executed. The Plan has been amended and restated in its
entirety. The latest restatement of the Plan was effective as of January 1,
1995.
It is now deemed advisable to further amend the Plan as hereinafter
provided, and to be effective as of July 1, 1996.
1. AMENDMENT TO PLAN SECTION 1.14(b).
In order to permit Employees whose work schedule is on a part-time
basis, and who would otherwise qualify for participation in the Plan, Plan
Section 1.14(b), which excludes employees who are compensated on an hourly basis
from participating in the Plan, is deleted in its entirety, and the remaining
sections of Section 1.14 are renumbered accordingly.
2. AMENDMENT TO PLAN SECTION 6.1.
Plan Section 6.1 contains provisions for the distribution of benefits
to Participants, and a new Section 6.1(c) is added to the Plan to read as
follows.
6.1(c) When a Participant attains age 45 and has completed five Years
of Service then such Participant may elect to receive a pre-retirement
distribution of all or any portion of such Participant's Accounts derived from
Employer contributions. A Participant may not elect to receive a pre-retirement
distribution of such Participant's Accounts derived from a Salary Deferral
Account (Employee salary deferrals/elective contributions) prior to age 59 1/2.
A Participant's election for a pre-retirement distribution must specify the
percentage or dollar amount that the Participant desires to be distributed to
him. The Committee, acting in accordance with the Participant's election, will
order the Trustee to make such distribution to the Participant as soon as
administratively practicable. The Participant's remaining benefits which are not
distributed pursuant to the Participant's election will be distributable at such
future time as the Participant may elect in accordance with the terms of this
Plan.
3. AMENDMENT TO ARTICLE XI.
Article XI contains provisions for the purchase of life insurance on a
Participant's life, and as it is desired to permit Participants to direct their
Accounts for the purchase of life insurance on the Participant's life and any
person in whom the Participant may have an insurable interest, this Article of
the Plan is amended to read as follows.
ARTICLE XI
INSURANCE CONTRACT INVESTMENTS
11.1 ACQUISITION OF LIFE INSURANCE CONTRACTS - The Committee may
authorize the Trustee to acquire and maintain a life insurance policy on the
life of any Participant and any person in whom the Participant may have an
insurable interest only with the Participant's consent and at the specific
direction of the Participant. A Participant may revoke his or her consent at any
time and upon the Participant's revocation of consent the Committee will take
appropriate action to dispose of such life insurance contract by either selling
or distributing such life insurance contract to the Participant, as hereinafter
provided, or by liquidating the life insurance contract by submitting the policy
for cancellation to the insurance company which issued the policy.
11.2 LIFE INSURANCE CONTRACTS ALLOCATED TO PARTICIPANTS' ACCOUNTS -
The Committee may establish procedures to permit Participants to elect to direct
the investment of Participants' Accounts into policies of life insurance on the
life of any Participant or on the joint lives of the Participant and any person
in whom the Participant has an insurable interest. The Committee will adopt such
procedures as it deems necessary in order to ensure that the provisions of this
Article are made available to all Participants on a non-discriminatory basis.
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11.2(a) Applications for life insurance policies may only be
made through life insurance agents, and life insurance companies which
are on a list of companies and agents which have been approved by the
Committee. Any contract issued on the life of a Participant (or any
eligible insured as herein described) will constitute an investment of
the Participant's Accounts, and upon the death of such Participant the
proceeds received from the insurance company by the Trustee will be
allocated and credited to such insured Participant's account or to the
Participant's beneficiary as the Committee may approve. Life insurance
benefits paid to a Participant's Accounts will be paid to such
Participant's beneficiaries as provided for under the terms of the
Plan.
11.2(b) The Committee will authorize and direct the Trustee to
disburse any funds held by it in payment of premiums of any other
obligations due under such contracts or to convert other trust assets
to cash for the purpose of making such payments. No insurance company
which issues a life insurance policy will be a party to this Plan. The
liability of any such insurance company will be as provided in any
policy that it issues. The insurance company will be fully protected
from all liability in accepting premium payments from the Trustee and
in making payments to or on direction of the Trustee without liability
as to the application of such payments. In the event of any conflict
between the terms of the Plan and the terms of any insurance contract
purchased hereunder, the Plan provisions will control.
11.2(c) If any life insurance policy is on the joint lives of
a Participant and another person and the Participant dies, then the
Committee will direct the Trustee as to the distribution of such life
insurance policy in accordance with the Participant's current
Beneficiary Designation on file with the Administration Committee.
11.2(d) If any life insurance policy is on the joint lives of
a Participant and another person and the other person dies, then the
Committee, after considering the directions of the Participant, may
order the distribution of the life insurance policy from this Plan to
the Participant as hereinafter provided.
11.2(e) Unless otherwise instructed by the Committee, the
cost, payment of premiums, for any life insurance policy and the
ownership of the insurance contract will be charged to Participant
Accounts as hereinafter provided.
11.3 LIMITATIONS ON PREMIUMS AND ALLOCATION OF PREMIUMS TO
PARTICIPANT ACCOUNTS.
11.3(a) The aggregate premiums for ordinary life insurance on
the life of any Participant or on the joint lives of the Participant
and any person in whom the Participant has an insurable interest will
be less than 50 percent of the total contributions and forfeitures
which have been allocated to a Participant's Accounts. The aggregate
premiums for term life insurance protection on the life of any
Participant or on the joint lives of the Participant and any person in
whom the Participant has an insurable interest will be less than 25
percent of the total contributions and forfeitures which have been
allocated to a Participant's Accounts. Notwithstanding the above, after
a Participant has completed five Years of Service with the Employer the
entire Participant's Account may be used for the payment of life
insurance premiums for either ordinary or term life insurance on the
life of the Participant or on the joint lives of the Participant and
any person in whom the Participant has an insurable interest.
11.3(b) When a Participant has more than one Account life
insurance premiums will be charged (allocated) to and among a
Participant's Accounts on a pro-rata basis of the total premium to the
total value of the Participant's Accounts.
11.3(c) Notwithstanding the above, in the event the amount of
premiums for life insurance exceed the percentage limitations stated
above then the amount of such excess premium will be charged
(allocated) to the Participant's Account which is derived from Employer
contributions which have been in the Plan for a period of at least two
years as such amounts may be used for the payment of life insurance
premiums without limitation.
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11.3(d) The Committee may establish such procedures for the
payment of premiums on policies of life insurance acquired pursuant to
the provisions of this Article as the Committee determines reasonable
and appropriate.
11.4 TRUSTEE AS OWNER OF ALL CONTRACTS - Any contract issued under the
provisions of this Article will provide that the Trustee be the owner, and
retirement payee. No contract will require the consent of the Participant for
the exercise of any right granted therein.
11.5 KEY MAN INSURANCE - The Plan Administrator may direct the Trustee
to purchase key man life insurance on the life of any Employee (whether or not a
Participant) who is considered essential to the successful operation of the
Employer. Any such key man life insurance policy will be purchased as an
investment of the Trust, and not for the benefit or account of any Participant
thereunder, and the entire death benefit under any such policy will be made
payable to the Trustee.
11.6 APPLICATION OF DIVIDENDS - Upon written direction of the
Committee, the Trustee will either collect and receive all dividends or other
payments of any kind payable with respect to, under, or arising out of, any
insurance contracts held in the Trust or leave the same with the issuing
insurance company for further investment or use such dividends to reduce gross
premiums.
11.7 SUBSTITUTION OF CONTRACT - If the Committee cannot obtain a
contract conforming exactly to the requirements of this Article, then the
Committee will apply for a contract which in the opinion of the Committee comes
closest to meeting such requirements.
11.8 PAYMENT OF DEATH BENEFITS - If a policy of life insurance has
been issued on a Participant's life, then upon the Participant's death the
Trustee will collect the policy proceeds and make distribution thereof in
accordance with the terms of the Plan.
11.9 STATUS OF CONTRACT UPON SEVERANCE OF EMPLOYMENT - In the event of
severance of employment, or in the event of any change in the status of a
Participant which affects any such contract, the Committee will authorize and
direct the Trustee either to convert the entire value of the life insurance
contract at or before such severance or other change as stated above into cash
or annuity so that no portion of such value may be used to continue life
insurance protection beyond actual retirement, or the Committee will authorize
the Trustee to distribute the contract to the Participant.
11.10 PRE-RETIREMENT DISTRIBUTIONS OF LIFE INSURANCE POLICIES - If a
policy of life insurance has been issued on a Participant's life, or the lives
of the Participant and another person, and the life insurance contract may no
longer be owned as an asset of the Trust, the Committee may direct the Trustee
to sell and/or distribute the life insurance policy to the insured Participant
upon such terms and conditions as are determined to be in the insured
Participant's best interest. If the policy has a residual cash surrender value
at the time the life insurance policy is distributed to the Participant, then
the amount of the residual cash surrender value will be charged to the
Participant's Account as a reduction thereof unless the Participant purchases
such policy as herein provided.
In all other respects, the Plan, as initially adopted effective June 1,
1992, and restated as of January 1, 1995, will remain in full force and effect.
IN TESTIMONY WHEREOF, this Amendment has been executed, in multiple
counterparts, any one of which may be considered an original, June 27, 1996.
GREAT FINANCIAL BANK, FSB
By: /S/ DOUGLAS A. MUSSLER
Title: EXECUTIVE VICE PRESIDENT AND SECRETARY
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