EXHIBIT 10(XI)
10(xi) Mid America Bank, fsb Executive Deferred Compensation Plan
MID AMERICA FEDERAL SAVINGS BANK
EXECUTIVE DEFERRED COMPENSATION PLAN
MID AMERICA FEDERAL SAVINGS BANK
EXECUTIVE DEFERRED COMPENSATION PLAN
I. PURPOSE
The purpose of this Mid America Federal Savings Bank Executive Deferred
Compensation Plan is to provide a further means whereby MAF Bancorp, Inc.
(the "Holding Company"), by and through its wholly-owned subsidiary, Mid
America Federal Savings Bank (the "Company") may afford financial security
to certain employees who have rendered and continue to render valuable
service to MAF Bancorp and the Company. By providing a means whereby
Compensation may be deferred into the future, the Plan will aid in
attracting and retaining executives of exceptional ability.
In lieu of providing defined benefits, compensation reductions made
pursuant to the Plan will be either credited with interest or earn a return
based on the performance of MAF Bancorp, Inc. common stock ("Holding
Company Stock"), for the benefit of each Participant. To provide
additional financial security, and to protect the purpose of the Plan,
miscellaneous death and disability benefits are provided to qualifying
Participants.
This Plan is intended to be an unfunded plan of deferred compensation
maintained for the benefit of a select group of management or highly
compensated employees as described in Section 201(2) of Employee Retirement
Income Security Act of 1974, as amended.
II. DEFINITIONS AND CERTAIN PROVISIONS
2.1 "1987 Plan" means the 1987 Executive Deferred Compensation Plan.
2.2 "1992 Plan" means the 5-year extension of the 1987 Plan otherwise
referred to as the 1992 Executive Deferred Compensation Plan.
2.3 "Agreement" means an agreement executed annually between a Participant
and the Company, whereby a Participant agrees to defer a portion of
his Compensation for the next calendar year pursuant to the provisions
of the Plan, and the Company agrees to make benefit payments in
accordance with the provisions of the Plan.
2.4 "Annual Incentive Plan" means the MAF Bancorp Executive Annual
Incentive Plan.
2.5 "Beneficiary" means the person or persons so designated by a
Participant pursuant to Section 4.11.
2.6 "Board of Directors" means the Board of Directors of MAF Bancorp, Inc.
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2.7 "Change in Control" means a Change in Control of the Company or the
Holding Company of a nature that: (i) would be required to be reported
in response to Item 1 of the current report on Form 8-K, as in effect
on the date hereof, pursuant to Section 13 or 15(d) of the Securities
and Exchange Act of 1934 (the "Exchange Act"); or (ii) results in a
Change in Control of the Bank or the Holding Company within the
meaning of the Home Owners Loan Act of 1933, as amended, and the Rules
and Regulations promulgated by the Office of Thrift Supervision (or
its predecessor agency), as in effect on the date hereof, including
Section 574 of such regulations; or (iii) without limitation such a
Change in Control shall be deemed to have occurred at such time as (a)
any "person" (as the term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities
or makes an offer to purchase securities of the Bank or the Holding
Company representing 20% or more of the Bank's or the Holding
Company's outstanding securities ordinarily having the right to vote
at the election of directors except for any securities of the Bank
purchased by the Holding Company in connection with the conversion of
the Bank to the stock form and any securities purchased by the Bank's
employee stock ownership plan and trust; or (b) individuals who
constitute the Holding Company's or the Bank's Board of Directors on
the date hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors
comprising the Incumbent Board, or whose nomination for election by
the shareholders was approved by the Nominating Committee serving
under an Incumbent Board, shall be, for purposes of this clause (b),
considered as though he were a member of the Incumbent Board; or (c) a
plan of reorganization, merger, consolidation, sale of all or
substantially all the assets of the Bank or the Holding Company or
similar transaction occurs; or (d) a proxy statement shall be
distributed soliciting proxies from stockholders of the Holding
Company, by someone other than the current management of the Holding
Company, seeking stockholder approval of a plan of reorganization,
merger or consolidation of the Holding Company or Bank or similar
transaction with one or more corporations as a result of which the
outstanding shares of the class of securities then subject to such
plan or transaction are exchanged for or converted into cash or
property or securities not issued by the Bank or the Holding Company;
or (e) a tender offer is made for 20% or more of the outstanding
securities of the Bank or the Holding Company.
However, notwithstanding anything contained in this section to the
contrary, a Change in Control shall not be deemed to have occurred as
a result of an event described in (i), (ii) or (iii) (a), (c) or (e)
above which resulted from an acquisition or proposed acquisition of
stock of the Holding Company by a person, as defined in the OTS'
Acquisition of Control Regulations (12 C.F.R. (S) 574) (the "Control
Regulations"), who was an executive officer of the Holding Company on
January 19, 1990 and who has continued to serve as an executive
officer of the Holding Company as of the date of the event described
in (i), (ii) or (iii) (a), (c) or (e) above (an "incumbent officer").
In the event a group of individuals acting in
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concert satisfies the definition of "person" under the Control
Regulations, the requirements of the preceding sentence shall be
satisfied and thus a change in control shall not be deemed to have
occurred, if at least one individual in the group is an incumbent
officer.
2.8 "Committee" means the Plan Committee appointed to administer the Plan
pursuant to Article VI.
2.9 "Company" means Mid America Federal Savings Bank and its successors or
assigns.
2.10 "Compensation" for any Deferral Year means (i) the base salary paid
during a calendar year plus (ii) cash bonuses paid under the Annual
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Incentive Plan and the Long-Term Incentive Plan.
2.11 "Deferral Year" means any calendar year.
2.12 "Deferred Benefit Account" means the account(s) maintained on the
books of the Company for each Participant pursuant to Article III and
shall consist of a Regular Deferral Sub-Account and a Stock Deferral
Sub-Account. A Participant's Deferred Benefit Account shall not
constitute or be treated as a trust fund of any kind.
2.13 "Determination Date" means the date on which the amount of a
Participant's Deferred Benefit Account is determined as provided in
Article III hereof. The last day of each calendar quarter or the date
of a Participant's Termination of Service shall be a Determination
Date.
2.14 "Disability" shall have the same meaning as such term is defined in
the Mid America Federal Savings Bank Employees' Profit Sharing Plan.
2.15 "ESOP" means the Mid America Federal Savings Bank Employee Stock
Ownership Plan.
2.16 "Holding Company Stock" means the common stock of MAF Bancorp, Inc.
2.17 "Long-Term Incentive Plan" means the MAF Bancorp Shareholder Value
Long-Term Incentive Plan.
2.18 "Moody's" means the average Corporate Bond Yield for the preceding
calendar year as determined from the Moody's Bond Record published by
Moody's Investor's Service, Inc. (or any successor thereto).
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2.19 "Normal Benefit Date" means the later of (i) age 65 or such earlier
age that may qualify as an early retirement age under any tax
qualified plan of the Company or (ii) date of Termination of Service
of the Participant.
2.20 "Participant" means an executive of the Company who is designated to
be eligible pursuant to Section 3.1 and who enters into an Agreement.
2.21 "Plan" means the Mid America Federal Savings Bank Executive Deferred
Compensation Plan as amended from time to time.
2.22 "Plan Effective Date" means January 1, 1997.
2.23 "Profit Sharing Plan" means the Mid America Federal Savings Bank
Employees' Profit Sharing Plan.
2.24 "Regular Deferral Sub-Account" means that portion of the Deferred
Benefit Account to which the Participant elects to have deferrals
credited and which earns interest in accordance with the provisions of
Section 3.9.
2.25 "Retirement Interest Yield" means a rate of interest equal to 130
percent of Moody's.
2.26 "Stock Deferral Sub-Account" means that portion of the Deferred
Benefit Account to which the Participant elects to have deferrals
credited and which earns a return based on the performance of the
Holding Company Stock and in accordance with the provisions of Section
3.9.
2.27 "Termination of Service" means the Participant's cessation of his
service with the Company for any reason whatsoever, whether
voluntarily or involuntarily, including by reason of death, disability
or a change-in-control.
2.28 "Total Expected Deferral" means with respect to the 1987 Plan or the
1992 Plan: (a) a Participant's expected deferrals pursuant to either
the 1987 Plan or the 1992 Plan, as determined and elected at the
beginning of such plan, subject to reduction for any subsequent
decrease in actual deferral amounts in accordance with the original
provisions of such plans, plus (b) the expected Company allocations
pursuant to the 1987 Plan and the 1992 Plan. In calculating a
Participant's Total Expected Deferral, the Participant's Compensation
at the time of his deferral election shall be used.
III. PARTICIPATION AND COMPENSATION REDUCTION
3.1 Participation. Participation in the Plan shall be limited to
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executives of the Company or Holding Company, designated to be
eligible by the Committee and
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who elect to participate in the Plan for a calendar year by filing an
Agreement with the Company prior to the beginning of the first day of
the calendar year. On a Participant's Agreement, executed no later
than one year prior to the events described in Sections 4.2, 4.5 and
4.6, an election under Sections 4.5, 4.6 and 4.8 shall be made.
3.2 Deferral Amounts.
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(i) A Participant's Regular Deferral Sub-Account shall initially be
credited with the December 31, 1996 balance of his deferred benefit
account from the 1987 Plan and the 1992 Plan. Such amounts shall be
governed by the terms of this Plan, which shall supersede the 1987
Plan and the 1992 Plan and any and all agreements signed under these
plans.
(ii) In addition, Participants may elect to defer a percentage of
their Compensation for any Deferral Year. A Participant may elect to
defer 5, 10, 15, 20, or 25 percent of his Base Salary, and may make a
similar election with respect to any bonus paid to him under the
Annual Incentive Plan and any bonus paid to him under the Long-Term
Incentive Plan. The deferral percentage in these three elections is
not required to be the same.
3.3 Source of Deferrals. The applicable deferral percentage elected for
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each source of Compensation (Base Salary, Annual Incentive Plan bonus
and Long-Term Incentive Plan bonus) shall be deducted from
Compensation as earned and otherwise payable.
3.4 Timing of Deferral Credits. The amount of Compensation that a
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Participant elects to defer in the Agreement shall cause an equivalent
reduction in his Compensation, and shall be credited to the
Participant's Deferred Benefit Account throughout each Plan year as
the Participant is paid the non-deferred portion of Compensation for
such Plan year.
3.5 New Participants. A Participant who first attains such status
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subsequent to January 1, 1997, shall be entitled to participate in the
Plan after being named a Participant and after completing an
Agreement, and such Participant shall be bound by all terms and
conditions of the Plan.
3.6 Alteration of Compensation Deferral. Except as provided in Section
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3.7, a Participant's election to defer Compensation shall be
irrevocable.
3.7 Emergency Benefit: Waiver of Deferral. In the event that the
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Committee, upon written petition of the Participant, determines in its
sole discretion, that the Participant has suffered an unforeseeable
financial emergency, the Company shall pay to the Participant as soon
as practicable following such determination, or following a
determination by the Committee that a payout is necessary to preserve
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the intended value of the Plan to the Participant, an amount not in
excess of the Participant's Deferred Benefit Account, necessary to
satisfy the emergency or preserve the intended value of the Plan to
the Participant. For purposes of this Plan, an unforeseeable financial
emergency is an unexpected need for cash arising from an illness,
casualty loss, sudden financial reversal, or other such unforeseeable
occurrence. Cash needs arising from foreseeable events, such as the
purchase of a residence or education expenses for children shall not
be considered the result of an unforeseeable financial emergency. In
the event of certain circumstances described in this paragraph, and
upon the request of the Participant, the Committee may also grant a
waiver of the Participant's agreement to defer a stated amount of
Compensation for all or part of the remainder of the calendar year
covered by the Participant's Agreement.
3.8 Company Allocation. The Company shall allocate an amount equal to a
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certain percentage of the Participant's Compensation reduction, to be
added to a Participant's Deferred Benefit Account on the same date the
Company would have made a contribution to the Company's Profit Sharing
Plan or ESOP on behalf of the Participant. The amount of this Company
allocation shall be equal to the percentage which would have been
contributed to the Profit Sharing Plan or ESOP with respect to such
Compensation reduction, rounded up to the nearest full percentage
point. The amount shall be credited to the Participant's Regular
Deferral Sub-Account.
3.9 Determination of Deferred Benefit Account.
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(a) A Participant shall annually make an election as to whether
deferrals made pursuant to Section 3.2(ii) shall be invested in
the Regular Deferral Sub-Account or the Stock Deferral Sub-
Account. A Participant may elect to have a portion of his
deferrals invested in each sub-account, in no less than 5
percentage point increments. The Deferred Benefit Account shall
be comprised of the combination of the Regular Deferral Sub-
Account and the Stock Deferral Sub-Account.
(b) The Retirement Interest Yield or Moody's, whichever is
appropriate under the terms of this Plan, shall be credited on
the average daily balance of the Regular Deferral Sub-Account.
(c) Amounts invested in the Stock Deferral Sub-Account shall be
invested in Holding Company Stock on or near the last trading day
of the month in which such deferrals are made based on the
average of the closing bid and offer prices of the Holding
Company Stock on such date if such shares are purchased from the
Company, or based on the best price available, if such shares are
purchased in the open market. Such deferral amounts shall earn a
return based solely on the performance of Holding Company Stock
after such date. Dividends paid on Holding Company Stock shall
be reinvested
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in Holding Company Stock on or near the last trading day of the
month which includes the dividend payment date. Notwithstanding
any other provision in this Plan to the contrary, in no event
shall any Participant deferrals be invested in Holding Company
Stock if immediately after such proposed investment, the total
number of shares of Holding Company Stock purchased by all
current or former Participants in this Plan and the Mid America
Federal Savings Bank Directors' Deferred Compensation Plan since
January 1, 1997, would exceed 25,000 shares (as adjusted for
stock splits or stock dividends). In such case, all deferrals,
whether previously elected by a Participant to be invested in the
Regular Deferral Sub-Account or the Stock Deferral Sub-Account,
shall be invested in the Regular Deferral Sub-Account. Each
Participant shall be entitled to direct the voting of shares
allocated to his or her Stock Deferral Sub-Account.
(d) Each Participant's respective sub-accounts as of each
Determination Date shall consist of the balance of the
Participant's sub-accounts as of the immediately preceding
Determination Date, plus the Participant's elective deferred
Compensation pursuant to Section 3.2(ii) since the immediately
preceding Determination Date. The sub-accounts of each
Participant shall be reduced by the amount of all distributions,
if any, made from such account since the preceding Determination
Date. The Retirement Interest Yield or Moody's, whichever is
appropriate, shall be credited on the average daily balance of
the Regular Deferral Sub-Account as of the Determination Date and
since the last preceding Determination Date, but after the
Deferred Benefit Account has been adjusted for any additions
(including interest earnings) or distributions to be credited or
deducted for each such day. Unrealized appreciation or
depreciation shall be credited or charged to a Participant's
Stock Deferral Sub-Account as of the Determination Date based on
the increase or decrease in the value of Holding Company Stock
since the last Determination Date.
3.10 Vesting of Deferred Benefit Account. Except as provided in Section
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4.3, a Participant shall be 100 percent vested in his Deferred Benefit
Account.
IV. BENEFITS
4.1 Return of Deferrals. At the time a Participant executes an Agreement,
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he may elect to receive a return of amounts deferred during the
calendar year covered by the Agreement ("Return of Deferral"). A
Return of Deferral election does not apply to the Company's allocation
or to any interest credited on such deferrals in the Regular Deferral
Sub-Account. Each such Return of Deferral shall be made in a lump sum
from a Participant's Regular Deferral Sub-Account and Stock Deferral
Sub-Account, five (5) years after the end of the year in which the
deferrals are made. Payment shall be made on July 1 of the year in
which the deferral is
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returned. A Return of Deferral shall only be paid prior to a
Participant's Termination of Service. Prior to the calendar year
during which a Return of Deferral is to be made, the Participant may
elect to defer payment of the Return of Deferral until his Normal
Benefit Date with the consent of the Committee. Any Return of Deferral
paid shall be deemed a distribution, and shall be deducted from the
Participant's Regular Deferral Sub-Account and Stock Deferral Sub-
Account.
4.2 Retirement Benefit. Subject to Section 4.8 below, upon a
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Participant's Normal Benefit Date, he shall be entitled to receive (i)
the number of shares of Holding Company Stock accumulated in his Stock
Deferral Sub-Account; and (ii) the amount of his Regular Deferral Sub-
Account determined under Section 3.9 using the Retirement Interest
Yield as of the Determination Date coincident with or immediately
following such date. The form of benefit payment shall be as provided
in Section 4.8 and his Agreement. In such event, the Participant
shall immediately cease to be eligible for any other benefit provided
under this Plan except benefits described in Section 4.6.
4.3 Termination Benefit. Upon Termination of Service of the Participant
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before his Normal Benefit Date for reasons other than his death,
Disability or a Change in Control, the Company shall pay to the
Participant in a lump sum within sixty (60) days following his
Termination of Service, a benefit equal to (i) the number of shares of
Holding Company Stock accumulated in his Stock Deferral Sub-Account;
and (ii) the balance of his Regular Deferral Sub-Account other than
accumulated interest. The Participant's remaining Regular Deferral
Sub-Account shall continue, consisting of pre-Termination interest
earnings on deferrals and Company allocations. The Company shall
retain this remaining Regular Deferral Sub-Account as two (2)
accounts, determined under Section 3.9 using two (2) different yields:
(a) Retirement Interest Yield; and
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(b) Moody's.
While retained by the Company, these two accounts shall each continue
to accrue interest, determined under Section 3.9 using Moody's. The
Company shall commence payment of the remaining Regular Deferral Sub-
Account no later than one year after the Participant's Termination of
Service. Valuation (a) plus interest accrued post-Termination shall be
paid to the Participant or Beneficiary unless the Participant acts in
competition with the Company, either individually, or as an employee
of a competitor, on which event valuation (b) plus interest accrued
post-Termination shall be paid to the Participant. Payments of this
remaining Regular Deferral Sub-Account shall be made in lump sum. Upon
such Termination of Service, the Participant shall immediately cease
to be eligible for any other benefit provided for in Sections 4.1,
4.2, 4.4, 4.5 or 4.7 of this Plan.
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4.4 Change in Control Benefit. Upon Termination of Service of the
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Participant within one year of a Change in Control of the Company, the
Company shall pay in a lump sum to the Participant within 60 days of
such termination, (i) the number of shares of Holding Company Stock
accumulated in his Stock Deferral Sub-Account; and (ii) the balance of
his the Regular Deferral Sub-Account as of the date of termination,
determined under Section 3.9 using the Retirement Interest Yield.
4.5 Death Prior to Termination of Service. Upon the death of a
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Participant prior to his termination of employment, the Beneficiary of
the deceased Participant shall be entitled to receive a death benefit
as provided in the 1987 Plan and the 1992 Plan. Unless otherwise
determined by the original provisions of the 1987 Plan and the 1992
Plan, such death benefits shall be equal to:
the greater of:
(a) the initial contribution to the Regular Deferral Sub-Account made
under section 3.2(i) which is attributable to the 1987 Plan, as
increased in accordance with Section 3.9 for interest earned
based on the Retirement Interest Yield for the period up through
the date of death; or
(b) the Participant's Total Expected Deferrals under the 1987 Plan
multiplied by a factor of five;
plus the greater of:
(c) the initial contribution to the Regular Deferral Sub-Account made
under section 3.2(i) which is attributable to the 1992 Plan, as
increased in accordance with Section 3.9 for interest earned
based on the Retirement Interest Yield for the period up through
the date of death; or
(d) the Participant's Total Expected Deferrals under the 1992 Plan
multiplied by a factor of five, but not to exceed $500,000;
In addition to the death benefit described above, upon the death of a
Participant prior to his termination of employment, the Beneficiary of
the deceased Participant shall be entitled to receive the balance of
the Participant's Stock Deferral Sub-Account plus the balance of the
Participant's Regular Deferral Sub-Account as reduced by the sum of
the amounts amount determined under (a) and (c) above.
Payment of a Participant's Deferred Benefit Account shall be in
accordance with the form of benefit payment elected by the Participant
in his Agreement. If a Participant elected to have his Deferred
Benefit Account paid out in installment
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payments, his Regular Deferral Sub-Account will be credited, during
the period in which installment payments are being made, with an
interest rate fixed at the Retirement Interest Yield in effect at the
date of the Participant's death.
4.6 Death Subsequent to Termination of Service. Upon the death of a
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Participant subsequent to his Termination of Service, the Beneficiary
of the deceased Participant shall receive the Participant's remaining
Deferred Benefit Account. Payment of a Participant's remaining
Deferred Benefit Account shall be in accordance with the form of
benefit payment elected by the Participant in his Agreement. If a
Participant elected to have his remaining Deferred Benefit Account
paid out in installment payments, his Regular Deferral Sub-Account
will be credited, during the period in which installment payments are
being made, with an interest rate fixed at the Retirement Interest
Yield in effect at the date of the Participant's death.
4.7 Disability. In the event of Disability prior to Termination of
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Service, which first manifests itself after the Effective Date of his
Agreement and prior to his Normal Benefit Date, a disabled Participant
shall receive a benefit equal to the remaining balance, if any, of the
Participant's Stock Deferral Sub-Account and Regular Deferral Sub-
Account determined under Section 3.9 using the Retirement Interest
Yield. Such benefit shall be paid until the earliest of the following
events: (i) there is no longer any balance in his Deferred Benefit
Account; (ii) the Participant ceases to be disabled and resumes
employment with the Company; (iii) the Participant dies. A disability
benefit shall be paid in monthly installments and shall be equal to
the amount a Participant would have received had he retired on the
date of Disability and elected a 15-year payout. The Committee, in
its sole discretion, may accelerate the payment of any disability
benefit payable under this Section. Disability benefits shall be
treated as distributions from a Participant's Deferred Benefit
Account.
4.8 Form of Retirement Benefit Payment.
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(a) Upon the happening of an event described in Section 4.2, the
Company shall pay to the Participant the amount specified therein
in one of the following forms as elected by Participant in his
Agreement:
(i) Monthly installments payable in equal amounts over a period
not to exceed fifteen (15) years and payable out of both the
Stock Deferral Sub-Account and Regular Deferral Sub-Account
in proportion to the respective balances of such accounts.
Interest on the unpaid principal balance equal to the
applicable Retirement Interest Yield will be added to the
Regular Deferral Sub-Account on each Determination Date; or
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(ii) A lump sum payment within sixty (60) days of the
Participant's Normal Benefit Date.
(b) Upon a written request to change the form of payment, filed by
the Participant with the Committee at least one year prior to the
commencement of benefits under the Plan, the Committee may, in
its sole discretion, pay out a benefit in one of the forms set
forth above.
4.9 Withholding; Employment Taxes. To the extent required by the law in
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effect at the time payments are made, the Company shall withhold any
taxes required to be withheld by any Federal, state or local
government. Subject to any limitation which the Committee may in its
discretion impose, the Participant shall be entitled to elect to have
withheld, shares having a fair market value equal to the taxes
required to be withheld from amounts otherwise distributable from his
Stock Deferral Sub-Account in satisfaction of any such withholding.
4.10 Commencement of Payments. Unless otherwise provided, commencement of
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payments under this Plan shall be within sixty (60) days following
receipt of notice by the Committee of an event which entitles a
Participant or a Beneficiary to payments under this Plan, or at such
earlier date as may be determined by the Committee. All payments
shall be made as of the first day of the month.
4.11 Recipients of Payments; Designation of Beneficiary. All payments to
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be made by the Company under the Plan shall be made to the Participant
during his lifetime, provided that if the Participant dies prior to
the completion of such payments, then all subsequent payments under
the Plan shall be made by the Company to the Beneficiary or
Beneficiaries determined in accordance with this Section 4.11. Unless
the Participant files a written notice of a different Beneficiary
designation with the Committee, the Participant's Beneficiary shall be
the Beneficiary designated in the Company's Profit Sharing Trust. The
Participant may designate a Beneficiary by filing a written notice of
such designation with the Committee in such form as the Company
requires and may include contingent beneficiaries. The Participant
may from time to time change the designated Beneficiary or
Beneficiaries by filing a new designation in writing with the
Committee. If no designation shall be in effect at the time when any
benefits payable under this Plan shall become due, the Beneficiary
shall be the spouse of the Participant, or if no spouse is then
living, the representatives of the Participant's estate.
V. CLAIMS FOR BENEFITS PROCEDURE
5.1 Claim for Benefits. Any claim for benefits under the Plan shall be
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made in writing to any member of the Committee. If such claim for
benefits is wholly or partially denied by the Committee, the Committee
shall, within a reasonable period of time, but not later than 60 days
after receipt of the claim, notify the
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claimant of the denial of the claim. Such notice of denial shall be in
writing and shall contain:
(a) The specific reason or reasons for denial of the claim;
(b) A reference to the relevant Plan provisions upon which the denial
is based;
(c) A description of any additional material or information necessary
for the claimant to perfect the claim, together with an
explanation of why such material or information is necessary; and
(d) An explanation of the Plan's claim review procedure.
If no such notice is provided, the claim shall be deemed granted.
5.2 Request for Review of a Denial of a Claim for Benefits. Upon the
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receipt by the claimant of written notice of denial of the claim, the
claimant may within 90 days file a written request to the Committee,
requesting a review of the denial of the claim, which review shall
include a hearing if deemed necessary by the Committee. In connection
with the claimant's appeal of the denial of his claim, he may review
relevant documents and may submit issues and comments in writing.
5.3 Decision Upon Review of Denial of Claim for Benefits. The Committee
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shall render a decision on the claim review promptly, but no more than
sixty (60) days after the receipt of the claimant's request for
review, unless special circumstances (such as the need to hold a
hearing) require an extension of time, in which case the sixty (60)
day period shall be extended to 120 days. Such decision shall:
(a) Include specific reasons for the decision;
(b) Be written in a manner calculated to be understood by the
claimant; and
(c) Contain specific references to the relevant Plan provisions upon
which the decision is based.
The decision of the Committee shall be final and binding in all
respects on both the Company and the claimant.
VI. ADMINISTRATION
6.1 Plan Committee. The Plan shall be administered by the Administrative/
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Compensation Committee (the "Plan Committee") of the Board of
Directors; provided, however that the Board of Directors shall be
entitled to take any action
for or on behalf of the Plan Committee. Members of the Plan Committee
or agents of the Plan Committee may be Participants under the Plan.
6.2 General Rights, Powers, and Duties of Plan Committee. The Plan
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Committee shall be the Plan Administrator and it shall be responsible
for the management, operation, and administration of the Plan. In
addition to any powers, rights and duties set forth elsewhere in the
Plan, it shall have the following powers and duties:
(a) To adopt such rules and regulations consistent with the
provisions of the Plan as it deems necessary for the proper and
efficient administration of the Plan;
(b) To administer the Plan in accordance with its terms and any rules
and regulations it establishes;
(c) To maintain records concerning the Plan sufficient to prepare
reports, returns and other information required by the Plan or by
law;
(d) To construe and interpret the Plan and to resolve all questions
arising under the Plan;
(e) To direct the Company to pay benefits under the Plan, and to give
such other directions and instructions as may be necessary for
the proper administration of the Plan;
(f) To employ or retain agents, attorneys, actuaries, accountants or
other persons, who may also be Participants in the Plan or be
employed by or represent the Company; and
(g) To be responsible for the preparation, filing and disclosure on
behalf of the Plan of such documents and reports as are required
by any applicable Federal or State law.
6.3 Information to be Furnished to Committee. The Company shall furnish
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the Plan Committee such data and information as it may require. The
records of the Company shall be determinative of each Participant's
period of employment, termination of employment and the reason
therefor, leave of absence, reemployment, years of service, personal
data, and compensation reductions. Participants and their
Beneficiaries shall furnish to the Committee such evidence, data, or
information, and execute such documents as the Committee requests.
6.4 Responsibility. No member of the Committee or of the Board of
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Directors of the Company shall be liable to any person for any action
taken or omitted in connection with the administration of this Plan
unless attributable to his own
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fraud or willful misconduct; nor shall the Company be liable to any
person for any such action unless attributable to fraud or willful
misconduct on the part of a director, officer or employee of the
Company.
VII. AMENDMENT AND TERMINATION
7.1 Amendment. The Plan may be amended in whole or in part by the Holding
---------
Company at any time. Notice of any such amendment shall be given in
writing to the Plan Committee and to each Participant and each
beneficiary of a deceased Participant. No amendment shall decrease
the value of a Participant's Deferred Benefit Account.
7.2 Company's Right to Terminate. The Holding Company reserves the sole
----------------------------
right to terminate the Plan and/or any Agreements pertaining to the
Participant at any time after the Plan Effective Date and prior to
the commencement of payment of his benefits. In the event of any such
termination, the Participant shall be entitled to the amount of his
Stock Deferral Sub-Account determined under Section 3.9, and his
Regular Deferral Sub-Account, determined under Section 3.9 using the
Retirement Interest Yield as of the date of termination of the Plan
and/or his Agreement.
7.3 Action by Company. Any amendment or other action of the Holding
-----------------
Company pursuant to this Article VII shall be taken by the Board of
Directors or the Plan Committee, or by any person authorized by the
Board of Directors or the Committee to take such action on behalf of
the Holding Company.
VIII. MISCELLANEOUS
8.1 No Implied Rights; Rights on Termination of Service. Neither the
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establishment of the Plan nor any amendment thereof shall be
construed as giving any Participant, Beneficiary, or any other person
any legal or equitable right unless such right shall be specifically
provided for in the Plan or conferred by specific action of the
Company in accordance with the terms and provisions of the Plan.
Except as expressly provided in this Plan, the Company shall not be
required or be liable to make any payment under this Plan.
8.2 No Right to Company Assets. Neither the Participant nor any other
--------------------------
person shall acquire by reason of the Plan any right in or title to
any assets, funds or property of the Company whatsoever including,
without limiting the generality of the foregoing, any specific funds,
assets, or other property which the Company, in its sole discretion,
may set aside in anticipation of a liability hereunder. The Company
may, in its discretion, establish or maintain a grantor trust for the
purpose of holding assets to assist the Company in discharging its
obligations
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hereunder. Any benefits which become payable hereunder shall be paid
from such trust or the general assets of the Company. The Participant
shall have only a contractual right to the amounts, if any, payable
hereunder unsecured by any asset of the Company, including amounts
held in any grantor trust. Nothing contained in the Plan constitutes a
guarantee by the Company that the assets of the Company, or any such
trust, shall be sufficient to pay any benefit to any person.
8.3 No Employment Rights. Nothing herein shall constitute a contract of
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employment or of continuing service or in any manner obligate the
Company to continue the services of the Participant, or obligate the
Participant to continue in the service of the Company, or as a
limitation of the right of the Company to discharge any of its
employees, with or without cause. Nothing herein shall be construed
as fixing or regulating the Compensation payable to the Participant.
8.4 Protective Provisions. In the event of the Participant's suicide
---------------------
during the first two (2) years of his participation, then no death
benefits will be payable to the Participant under the Plan in excess
of the balance of the Participant's Stock Deferral Sub-Account plus
the balance of the Participant's Regular Deferral Sub-Account, or in
the Committee's sole discretion, such death benefits may be payable in
a reduced amount.
8.5 Non-assignability. Neither the Participant nor any other person shall
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have any voluntary or involuntary right to commute, sell, assign,
pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof, which are expressly
declared to be unassignable and non-transferable. No part of the
amounts payable shall be, prior to actual payment, subject to seizure
or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by the Participant or any other person, or
be transferable by operation of law in the event of the Participant's
or any other person's bankruptcy or insolvency.
8.6 Gender and Number. Wherever appropriate herein, the masculine may
-----------------
mean the feminine and the singular may mean the plural or vice versa.
8.7 Notice. Any notice required or permitted to be given under the Plan
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shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, and if given to the Company, delivered
to the principal office of the Company, directed to the attention of
the Plan Administrator. Such notice shall be deemed given as of the
date of delivery or, if delivery is made by mail, as of the date shown
on the postmark or the receipt for registration or certification.
8.8 Governing Laws. To the extent not preempted by Federal law, the Plan
--------------
shall be construed and administered according to the laws of the State
of Illinois.
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8.9 Holding Company Payments. In the event that the benefits due under
------------------------
this Plan to any Participant or Beneficiary from the Company are not
timely paid by the Company, such benefits shall be promptly paid by
the Holding Company.
WITNESS WHEREOF, the Holding Company and the Company have adopted this Mid
America Federal Savings Bank EXECUTIVE DEFERRED COMPENSATION PLAN as of January
1, 1997.
MID AMERICA FEDERAL SAVINGS BANK
By: /s/ Allen H. Koranda
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Its: Chief Executive Officer
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MAF BANCORP, INC.
By: /s/ Jerry A. Weberling
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Its: Executive Vice President and Chief Financial
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Officer
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