Exhibit 5c
Service Agreement for Home Federal Savings Bank
Employee's Savings and Profit Sharing Plan
22
SERVICE AGREEMENT
FOR
HOME FEDERAL SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
THIS AGREEMENT made as of ____June 17_____, 199__6__ by and between
Pentegra Services, Inc. ("Pentegra") and ____Home Federal Savings Bank____
(the "Employer").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Pentegra sponsors the Employees' Savings & Profit Sharing Plan
and the related Trust Agreement (collectively the "Plan"); and
WHEREAS, the Employer desires to adopt the Plan and contract with Pentegra
to provide certain administrative services.
NOW, THEREFORE, Pentegra, and the Employer agree as follows:
STANDARD SERVICES
- -Pentegra will provide the following services*:
- -Plan Document and related Adoption Agreement.
- -Summary Plan Description booklets.
- -Representatives to explain the Plan's features so that the Plan will meet
your benefit needs.
- -Assistance in preparing forms you will need to submit to the Internal Revenue
Service in order to request approval of your Plan as a tax-qualified plan and
trust under the Internal Revenue Code (the "Code").
- -Administrative manual and the forms and descriptive materials you will need to
ease administration of your Plan.
- -Initial enrollment/orientation meetings.
- -Toll-free number and business hour telephone support from your designated
Account Representative.
- -Explanation of legislative changes that impact your Plan.
- -Assistance with your annual government reporting requirements.
- -Processing of all enrollments and transactions for your members.
* PLEASE NOTE: IN THIS AGREEMENT, THE TERMS "YOU" AND "YOUR" MEAN THE
EMPLOYER. "WE", "US" OR "OUR" MEANS PENTEGRA SERVICES, INC.
1
- -Preparation of all loan documents and calculation and recordkeeping of all
loan payments (note that the employee-member bears the cost of administering a
loan because 2% is deducted from the interest payments which are credited to
the employee-member's account, which 2% is used to offset the cost of
processing and recordkeeping with respect to the loan).
- -Coordination of all elections and distributions to your members from the
Trustee.
- -Descriptions of the investment funds selected.
- -Monthly and quarterly investment fund performance summaries.
- -Member benefit statements and monthly employer summary reports.
- -Preliminary (once per year) and year-end Code Section 401(m) and/or 401(k)
compliance testing and calculation of all required corrective distributions.
- -Performance of Top Heavy and Code Section 415 annual analyses for the Plan and
participation in the Financial Institutions Retirement Fund and Financial
Institutions Thrift Plan, if any.
OPTIONAL SERVICES
Pentegra can also provide for the following services, if you so elect:
- -Additional employee enrollment/orientation meetings.
- -Complete preparation of IRS Form(s) 5300, 5500 and/or 5500-C/R.
- -Code Section 401(m) and/or 401(k) preliminary compliance testing in excess of
once per year.
- -Performance of Top Heavy and Code Section 415 annual analyses for all
qualified plans adopted by the Employer.
- -Ongoing plan consultation.
- -Special services related to a transfer from an existing plan or recordkeeper.
STANDARD FEES
- -EMPLOYER-PAID ADMINISTRATION
The annual employer-paid administration fee of $1,500 plus $40 per
eligible employee covers all of the standard services described above.
Any special service requests related to your specific Plan not listed as
STANDARD will be priced in accordance with the optional service fees as
described below.
2
The employer-paid administration fee shall be paid monthly based on
eligible employees as of the effective date, but subject to periodic
revisions so as to reflect any significant changes in employee count.
- -INVESTMENT FEES
Asset based fees range between 38 and 60 basis points.
OPTIONAL SERVICE FEES
Fees for optional services you elect will be billed at market rates in use at
the time the service is elected.
ELECTION OF SERVICES
The package of services governed by this Service Agreement will include the
following (choose 1 or 2):
1. ___ The standard package of services only; or
2. _X_ The standard package of services plus one or more of the following
(choose whichever shall apply):
(a) ___ Additional employee enrollment/orientation meetings.
(b) _X_ Complete preparation of IRS Form: (i)___ 5300
(ii)___ 5500
(iii)_X_ 5500-C/R
(c) ___ Code Section 401(m) and/or 401(k) preliminary compliance
testing in excess of once per year.
(d) ___ Performance of Top Heavy and Code Section 415 annual
analyses for all qualified plans adopted by the Employer.
(e) ___ Ongoing plan consultation.
(f) ___ Special services related to a transfer from an existing
plan or recordkeeper.
Note: The Employer may contract at a later date for Pentegra to provide any
of the above optional services.
PAYMENT METHODS
Payment of the fees for the employer-paid portion of the services selected
above will be made in accordance with the following (choose 1 or 2):
1. _X_ The monthly fee shall be paid directly by you.
3
2. ___ The monthly fee shall be paid by you using, to the extent
permitted by law, forfeitures available under the Plan, and the
remaining fees shall be paid directly by you.
This Agreement will be effective (choose 1 or 2):
1. _X_ As of the later of: (i) the date executed below, or (ii) upon
receipt in our Office, unless you are otherwise notified within
60 days after our receipt that the Agreement is not acceptable;
or
2. ___ As revised, as of the later of: (i) the date executed below, or
(ii) upon receipt in our Office, unless you are otherwise
notified within 60 days after our receipt that the Agreement is
not acceptable.
PLEASE NOTE:
1. SERVICES NOT REFLECTED IN THIS AGREEMENT MAY BE PROVIDED UPON MUTUAL
CONSENT BETWEEN PENTEGRA AND THE EMPLOYER. THE SERVICES PROVIDED IN
ACCORDANCE WITH THIS AGREEMENT AND THE FEES AND EXPENSES ASSOCIATED
THEREWITH CAN BE MODIFIED OR TERMINATED UPON 60 DAYS WRITTEN NOTICE FROM
PENTEGRA TO THE EMPLOYER.
2. The agreement of Pentegra to provide the services described herein is
based on the Employer's adoption of the Plan. Our consultants will
prepare the Plan's Adoption Agreement and related documents for review and
execution by the Employer based on the Plan information furnished to us by
the Employer. We shall be entitled to rely upon the information provided
by the Employer in the preparation of the Adoption Agreement. The
Employer agrees to indemnify and hold Pentegra, the Financial Institutions
Retirement Fund ("FIRF") and any director, officer or employee of either
such entity harmless from any damages, liabilities or losses of whatever
kind which result from or arise in connection with any inaccurate or
incorrect information provided to us or any other action for which the
Employer is responsible.
3. The Employer acknowledges that neither Pentegra nor any director, officer
or employee thereof provides legal or tax advice to the Employer, any
affiliate of the Employer, or any employee thereof. Pentegra advises the
Employer to obtain its own legal or tax counsel for advice on the Plan
design and specifications appropriate for its situation as well as on
legal or tax issues which may arise during the operation of the Plan. The
Employer acknowledges that it is solely responsible for certain functions
under the Plan, including, but not limited to:
a) EMPLOYER AND EMPLOYEE CONTRIBUTIONS. The Employer shall be
responsible for implementing pre-tax and after-tax payroll
contributions to the Plan for each member and any Employer
contribution requirements, and transmitting all such contributions to
the Trustee at such times and in such manner as mutually agreed
between the parties.
b) INFORMATION. The Employer shall be responsible for providing to
Pentegra, on a timely basis, all member enrollment information and
such other information relating to member accounts as Pentegra may
require, including any amendments made to such information by a
member.
4
c) INTERPRETATION OF THE PLAN. The Employer shall be responsible
generally for resolving questions relating to any interpretation of
the Plan's terms and conditions.
d) PARTICIPANT CLAIMS. The Employer shall be responsible for handling
claims of members relating to the Plan and their accounts established
thereunder.
e) PLAN QUALIFICATION. The Employer shall be responsible for
maintaining the qualification of the Plan, both in its terms and
conditions and in its operation pursuant to the Code, the Employee
Retirement Income Security Act of 1974 ("ERISA") and all other
applicable federal or state laws.
f) INVESTMENT DECISIONS. The Employer shall be responsible for
selecting and monitoring the Investment Funds made available to
members under the Plan and for complying with any applicable Federal
or state securities laws.
4. If Pentegra is taking over administration from a prior plan administration
firm, we are not responsible for losses resulting from a prior firm's
administration, or which are incurred as a result of actions or decisions
which were undertaken or made by the prior firm. Pentegra is under no
obligation to review prior plan administration work or related tax
filings. Where we are retained to provide services during a Plan Year, we
shall not be required to verify the accuracy or correctness of work
performed in the prior portion of the Plan Year. The Employer agrees to
indemnify and hold Pentegra, FIRF and any director, officer or employee of
either such entity harmless from any and all liabilities, losses or
damages which are the result of or which may arise in connection with any
plan administration work performed prior to its retention.
This Agreement terminates on the earlier of (i) the date we receive in our
Office a revised Agreement which is accepted by us, or (ii) the date which is
the first day of the month immediately following 60 days after we receive in
our Office a written notice of termination of the Agreement from the Employer.
PENTEGRA SERVICES, INC. HOME FEDERAL SAVINGS BANK
By: /s/ Herbert C. Grove Jr. By: /s/ Roger P. Weise
----------------------- ----------------------
Name: Herbert C. Grove Jr. Name: Roger P. Weise
----------------------- ----------------------
Title: Senior Vice President Title: President & CEO
------------------------ ----------------------
Date of Execution: July 26, 1996 Date of Execution: June 17, 1996
------------- --------------
8/30/95 5