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EXHIBIT 10.3
BRIDGEPORT SAVINGS AND LOAN ASSOCIATION
EMPLOYEE STOCK OWNERSHIP PLAN
Effective August 1, 1997
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BRIDGEPORT SAVINGS AND LOAN ASSOCIATION
EMPLOYEE STOCK OWNERSHIP PLAN
TABLE OF CONTENTS
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SECTION PAGE
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1 PARTICIPATION ............................................... 1
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1.01 Eligibility Requirements............................... 1
1.02 Service for Eligibility................................ 1
2 CONTRIBUTIONS ............................................... 2
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2.01 Regular Employer Contribution.......................... 2
2.02 Employer Contribution to Reduce
Loan Obligation...................................... 2
2.03 Rollover Contributions/Participant
Contributions........................................ 2
2.04 Limitations on Annual Additions........................ 2
2.05 Dual Plan Limitation................................... 3
2.06 Corrective Adjustments................................. 4
2.07 Contributions Conditioned on
Plan Qualification..................................... 4
3 ALLOCATION OF EMPLOYER CONTRIBUTIONS.......................... 5
------------------------------------
3.01 Allocation of Regular Contributions
and Forfeitures...................................... 5
3.02 Allocation of Employer Shares Purchased
with Proceeds of Plan Loan........................... 5
3.03 Special Restriction on Allocation...................... 5
4 PARTICIPANTS' ACCOUNTS........................................ 6
----------------------
4.01 Establishment of Employer Contributions
Accounts............................................. 6
4.02 Establishment of Suspense Account...................... 6
5 PLAN INVESTMENTS.............................................. 6
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5.01 Primary Investments.................................... 6
5.02 Diversification Requirements........................... 7
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6 VALUATION OF PARTICIPANTS' ACCOUNTS........................... 7
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6.01 Valuations............................................. 7
6.02 Method of Adjustment................................... 8
7 RETIREMENT BENEFITS........................................... 9
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7.01 Time of Retirement..................................... 9
7.02 Amount of Retirement Benefits.......................... 9
8 DEATH BENEFITS................................................ 9
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8.01 Amount of Death Benefit................................ 9
8.02 Designation of Beneficiary............................. 9
8.03 Distribution of Death Benefit.......................... 10
9 DISABILITY BENEFITS .......................................... 11
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9.01 Amount of Disability Benefit........................... 11
9.02 Determination of Total and Permanent
Disability........................................... 11
10 TERMINATION OF EMPLOYMENT ................................... 11
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10.01 Amount of Benefits Upon Termination of
Employment........................................... 11
11 VESTING ...................................................... 12
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11.01 Determination of Vested Benefits....................... 12
11.02 Service for Vesting.................................... 12
11.03 Full Vesting at Normal Retirement Age,
Death or Disability.................................. 12
11.04 Termination After Eligibility for
Retirement........................................... 13
12 PAYMENT OF BENEFITS........................................... 13
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12.01 Method of Payment...................................... 13
12.02 Timing of Payments..................................... 13
12.03 Installment Payments................................... 14
12.04 Distributions After Death.............................. 14
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SECTION PAGE
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12.05 Cash-Outs/Consent...................................... 15
12.06 Put Option............................................. 16
12.07 Right of First Refusal................................. 17
12.08 Eligible Rollover Distributions........................ 18
13 BREAK IN SERVICE RULES ....................................... 19
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13.01 Effect of Break in Service on
Eligibility.......................................... 19
13.02 Effect of Break in Service on Vesting.................. 19
13.03 Authorized Leaves of Absence........................... 20
14 TRUST AGREEMENT............................................... 20
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14.01 Description of Trust Agreement......................... 20
15 PLAN ADMINISTRATION........................................... 21
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15.01 Plan Administrator..................................... 21
15.02 Duties of Plan Administrator........................... 21
16 AMENDMENTS.................................................... 22
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16.01 Employer's Right to Amend Plan......................... 22
17 DISTRIBUTIONS ON PLAN TERMINATION............................. 22
---------------------------------
17.01 Full Vesting on Plan Termination....................... 22
17.02 Payment on Plan Termination............................ 23
17.03 Discontinuance of Contributions;
Partial Termination of Plan.......................... 23
18 CREDITORS OF PARTICIPANTS ................................... 23
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18.01 Non-Assignability...................................... 23
18.02 Qualified Domestic Relations Orders.................... 23
19 CLAIMS PROCEDURES ............................................ 23
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19.01 Filing a Claim for Benefits............................ 23
19.02 Denial of Claim........................................ 24
19.03 Remedies Available to Participants..................... 24
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20 VOTING RIGHTS................................................. 25
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20.01 Participant Voting Rights with
Respect to Allocated Shares.......................... 25
20.02 Participant Voting Rights with
Respect to Unallocated Shares.......................... 25
21 TOP HEAVY RULES............................................... 25
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21.01 Definitions............................................ 25
21.02 Top Heavy Status....................................... 27
21.03 Minimum Contributions.................................. 28
21.04 Top-Heavy Vesting...................................... 28
22 EXEMPT LOANS.................................................. 29
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22.01 Authority to Borrow.................................... 29
22.02 Requirements for Plan Loans............................ 29
23 MISCELLANEOUS................................................. 30
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23.01 Employment Rights...................................... 30
23.02 Gender................................................. 30
23.03 Notice Requirement..................................... 30
23.04 Merger or Consolidation................................ 31
23.05 Social Security Benefits............................... 31
23.06 Forfeitures............................................ 31
23.07 Named Fiduciaries...................................... 31
23.08 Limitations on Payment................................. 32
23.09 Interpretation of Document............................. 32
23.10 Non-terminable Protections and Rights.................. 32
23.11 Use of Income With Respect to
Employer Shares...................................... 32
24 CERTAIN DEFINITIONS........................................... 33
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24.01 Account................................................ 33
24.02 Adjustment Factor...................................... 33
24.03 Affiliate.............................................. 33
24.04 Annual Additions....................................... 33
24.05 Beneficiary............................................ 34
24.06 Code................................................... 34
24.07 Compensation........................................... 34
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24.08 Current Participant.................................... 35
24.09 Effective Date......................................... 35
24.10 Employee............................................... 35
24.11 Employer............................................... 35
24.12 Employer Contributions Account......................... 35
24.13 Employer Shares or Shares.............................. 35
24.14 Employment Commencement Date........................... 35
24.15 Entry Date............................................. 36
24.16 ERISA.................................................. 36
24.17 Family Member.......................................... 36
24.18 Forfeiture............................................. 36
24.19 Full Time.............................................. 36
24.20 Hour of Service........................................ 36
24.21 Late Retirement Date................................... 38
24.22 Leased Employee........................................ 38
24.23 Limitation Year........................................ 38
24.24 Normal Retirement Age.................................. 38
24.25 Normal Retirement Date................................. 39
24.26 One-Year Break in Service.............................. 39
24.27 Participant............................................ 39
24.28 Plan................................................... 39
24.29 Plan Administrator..................................... 39
24.30 Plan Year.............................................. 39
24.31 Projected Annual Benefit............................... 39
24.32 Spouse or Surviving Spouse............................. 40
24.33 Trust Agreement........................................ 40
24.34 Trust Fund............................................. 40
24.35 Trustee................................................ 40
24.36 Valuation Date......................................... 40
24.37 Year of Service........................................ 41
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BRIDGEPORT SAVINGS AND LOAN ASSOCIATION
EMPLOYEE STOCK OWNERSHIP PLAN
Ohio State Financial Services, Inc. hereby adopts the following
employee stock ownership plan (hereinafter referred to as the "Plan"),
effective as of the Effective Date. The Plan shall be for the exclusive benefit
of eligible Employees of the Bridgeport Savings and Loan Association and, where
applicable, the designated Beneficiaries of such Employees. It is intended that
this Plan, together with the Trust Agreement, shall comply with the applicable
provisions of the Code and ERISA.
SECTION l
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PARTICIPATION
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1.01. Eligibility Requirements
- ---------------------------------
Each Employee who was an Employee on the Effective Date shall become a
Participant in the Plan on such date. Each other Employee of the Employer shall
be eligible to participate in the Plan on the Entry Date coinciding with or
first following the date on which he has completed 12 months of service as a
Full-Time Employee. An Employee shall also be given credit for any 12-month
period as a Full-Time Employee with an Affiliate which is not a participating
employer.
1.02. Service for Eligibility
- --------------------------------
The 12-month period during which the Employee must meet the Full-Time
requirement shall initially be the 12 consecutive months beginning with his
Employment Commencement Date, and thereafter, beginning with the Plan Year that
includes the first anniversary of the Employee's Employment Commencement Date,
shall be the 12-month periods beginning on January 1 of each Plan Year.
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SECTION 2
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CONTRIBUTIONS
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2.01. Regular Employer Contribution
- --------------------------------------
Subject to its right to terminate or amend this Plan, the Employer may
contribute and pay to the Trustee of the Trust Fund created for the purpose of
carrying out this Plan a contribution in cash or Employer Shares as the Board
of Directors of the Employer may in its discretion determine.
The amount of such contribution by the Employer to be paid to the Plan
in any year shall be such amount as the Board of Directors of the Employer may
in its discretion determine; provided, however, that in any year the amount
contributed shall not exceed the maximum amount deductible from the Employer's
income for such year under Section 404(a)(3) of the Code, or any succeeding
statute of similar import.
2.02. Employer Contribution to Reduce Loan Obligation
- --------------------------------------------------------
In addition to the contributions authorized by Section 2.01, the
Employer may in its discretion contribute amounts sufficient to enable the
Trustee to pay, on or before the due date thereof, each installment of
principal and interest on any Plan loan used to acquire Employer Shares,
provided that the amounts contributed by the Employer pursuant to this Section
2.02, in any year, shall not exceed the maximum amount deductible from the
Employer's income for such year under Section 404(a)(9) of the Code, or any
succeeding statute of similar import.
2.03. Rollover Contributions/Participant Contributions
- ---------------------------------------------------------
Neither rollover contributions nor Participant contributions to the
Plan are permitted.
2.04. Limitations on Annual Additions
- ----------------------------------------
Annual Additions to each Participant's Account shall not exceed the
lesser of (a) $30,000 [or if greater, such increased amount as permitted by the
Secretary of the Treasury]; or (b) 25% of the Participant's "compensation" for
the Limitation Year; provided, however, that for any Plan Year in which the
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conditions of Code Section 415(c)(6) are satisfied by the Plan, the limitations
contained in this Section 2.04 shall be adjusted to the maximum amount
permitted under such section of the Code.
For purposes of this Section 2.04, the portion of such Employer
contribution which is deemed to be allocated to a Participant's Account shall
be an amount which bears the same ratio to the total contribution made by or on
behalf of the Employer for such Plan Year which is used to repay principal on
one or more Plan loans, or to purchase Employer Shares, as the number of
Employer Shares allocated to such Participant's Account in respect of such Plan
Year bears to the total number of Employer Shares allocated to the Accounts of
all Participants in respect of such Plan Year.
For purposes of this Section 2.04, "compensation" shall mean
compensation as defined in Treasury Regulation Section 1.415-2(d)(1)-(3), or
one of the alternative definitions of compensation set forth in Treasury
Regulation Section 1.415-2(d)(11)(i) or (ii), as selected by the Plan
Administrator.
Effective for Plan Years beginning on and after January 1, 1998,
elective deferrals, as such term is defined by Section 402(g)(3) of the Code,
and amounts contributed or deferred at the election of the Employee by the
Employer which is not includable in the gross income of the Employee by reason
of Section 125 or Section 457 of the Code, shall specifically be included in
the definition of "compensation" selected by the Plan Administrator pursuant to
this section.
2.05. Dual Plan Limitation
- -----------------------------
This Section 2.05 shall apply prior to the first Plan Year coinciding
with or immediately following January 1, 1999.
If the Participant is, or was, covered under a defined benefit plan
and a defined contribution plan maintained by the Employer, the sum of the
Participant's defined benefit plan fraction and defined contribution plan
fraction may not exceed 1.0 in any Limitation Year.
The defined benefit plan fraction is a fraction, the numerator of
which is the sum of the Participant's Projected Annual Benefits under all
defined benefit plans (whether or not
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terminated) maintained by the Employer and the denominator of which is the
lesser of (a) 1.25 times the dollar limitation of Section 415(b)(1)(A) of the
Code in effect for the Limitation Year; or (b) 1.4 times the Participant's
average compensation for the three consecutive years that produced the highest
average.
The defined contribution plan fraction is a fraction, the numerator of
which is the sum of the Annual Additions to the Participant's Accounts under
all defined contribution plans maintained by the Employer (whether or not
terminated) for the current and all prior Limitation Years, and the denominator
of which is the sum of the lesser of the following amounts determined for such
year and for each prior Year of Service with the Employer: (a) 1.25 times the
dollar limitation in effect under Section 415(c)(1)(A) of the Code for such
year; or (b) 1.4 times the amount which may be taken into account under Section
415(c)(1)(B) of the Code.
For any years in which the Plan is "top heavy," "1.0" shall be
substituted for "1.25" in the preceding two paragraphs.
If, in any Limitation Year, the sum of the defined benefit plan
fraction and the defined contribution plan fraction exceeds 1.0, the rate of
benefit accruals under this Plan will be reduced so that the sum of the
fractions equals 1.0.
2.06. Corrective Adjustments
- -------------------------------
If, due to a reasonable error in estimating a Participant's annual
compensation or due to the allocation of Forfeitures an excess Annual Addition
exists, such excess will be used to reduce Employer contributions for such
Participant in the next, and succeeding, Limitation Years. If the Participant
was not covered by the Plan at the end of the Limitation Year, such excess will
be applied to reduce Employer contributions for all remaining Participants in
the next, and succeeding, Limitation Years.
2.07. Contributions Conditioned on Plan Qualification
- --------------------------------------------------------
All Employer contributions under this Plan will be made with the
understanding that the Plan will qualify under the provisions of Section 401(a)
of the Code. In the event the Internal Revenue Service initially determines
that this Plan
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fails to meet the requirements for a qualified plan and the Employer is unable
to amend the Plan so as to receive a favorable determination, then all Employer
contributions under the Plan, less any expenses and adjusted by any gains or
losses, will be refunded to the Employer.
SECTION 3
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ALLOCATION OF EMPLOYER CONTRIBUTIONS
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3.01. Allocation of Regular Contributions and Forfeitures
- ------------------------------------------------------------
Each Plan Year, the Employer's regular contribution made pursuant to
Section 2.01, and any Forfeitures available for such year, shall be allocated
to the Accounts of Current Participants. In that regard, the amount allocated
to the Account of a particular Current Participant shall be in the same
proportion to the total amounts available for allocation as the Compensation of
such Current Participant for the Plan Year bears to the Compensation of all
Current Participants for such Plan Year.
3.02. Allocation of Employer Shares Purchased with Proceeds of Plan Loan
- ---------------------------------------------------------------------------
Any Employer Shares purchased with the proceeds of Plan loans shall be
held in a suspense account and allocated to Participants' Employer
Contributions Accounts as such loans are reduced and such Shares are released
pursuant to the terms of the loans and Section 22.02(e) of the Plan. Each year
the number of Employer Shares released under all Plan loans shall be allocated
to each Participant's Employer Contributions Account in the same manner as the
Employer's regular contribution is allocated under Section 3.01.
3.03. Special Restriction on Allocation
- ------------------------------------------
Notwithstanding any provision contained herein, no portion of the
assets of the Plan attributable to Employer Shares acquired by the Plan in a
sale to which either Sections 1042 or 2057 of the Code applies may be
allocated, either directly or indirectly, (a) to the Employer Contributions
Account of a Participant who owns, after application of Section 318(a) of the
Code, more than 25% of either (i) any class of outstanding stock
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of the Employer; or (ii) the total value of any outstanding stock of the
Employer; or (b) during the non-allocation period [as defined in Code Section
409(n)] to the Employer Contributions Account of a Participant--or any person
related to such Participant within the meaning of Code Section 267(b)--who
makes an election under Code Section 1042(a) with respect to Employer Shares.
SECTION 4
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PARTICIPANTS' ACCOUNTS
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4.01. Establishment of Employer Contributions Accounts
- ---------------------------------------------------------
The Plan Administrator shall establish and maintain an Employer
Contributions Account for each Participant to record:
(a) his share of the Employer contributions and Forfeitures allocated
under Section 3; and
(b) his share of the net income, or net losses, resulting from the
investment thereof.
4.02. Establishment of Suspense Account
- ------------------------------------------
The Plan Administrator shall establish and maintain a suspense account
to record the number of Employer Shares encumbered under all outstanding Plan
loans. As described in Section 3.02, Employer Shares shall be transferred from
the suspense account and allocated to the Participants' Employer Contributions
Accounts as such Shares are released from encumbrance under the terms of such
Plan loans.
SECTION 5
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PLAN INVESTMENTS
----------------
5.01. Primary Investments
- ----------------------------
As an employee stock ownership plan, this Plan shall invest primarily
in Employer Shares. Any Plan assets not invested in Employer Shares shall be
invested in other investment vehicles by the Trustee, in its discretion,
pursuant to the provisions of the Trust Agreement.
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5.02. Diversification Requirements
- -------------------------------------
(a) Any Participant who has completed at least ten years of
participation in the Plan and who has attained age 55 (the "diversification
requirements"), may elect within the first 90 days of each of the six Plan
Years immediately following the Plan Year in which he first satisfies the
diversification requirements, to direct the Plan as to the investment of up to
25% of the total balance of his Account attributable to Employer Shares (to the
extent such 25% portion exceeds the amount to which a prior election under this
paragraph applies). In the case of the Plan Year in which the Participant can
make his last such election, the preceding sentence shall be applied by
substituting "50%" for "25%." The Participant's direction shall be provided to
the Plan Administrator in writing.
(b) The Plan shall, in each instance, distribute [notwithstanding
Section 409(d) of the Code] the portion of the Participant's Account that is
covered by the election within the first 180 days of the Plan Year in which the
election is made. This paragraph (b) shall apply notwithstanding any other
provision of the Plan other than such provisions as require the consent of the
Participant to a distribution with a present value in excess of $3,500. If the
Participant does not consent, such amount shall be retained in the Plan.
(c) In lieu of making the distribution described in paragraph (b)
above, the Plan may satisfy the requirements of paragraph (a) by offering at
least three investment options (other than Employer Shares) to each Participant
making the election described in paragraph (a); and if the Participant so
elects by investing, within the 180-day period specified in paragraph (b), the
amount in question in the option(s) selected by the Participant.
SECTION 6
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VALUATION OF PARTICIPANTS' ACCOUNTS
-----------------------------------
6.01. Valuations
- -------------------
As of each Valuation Date, or more frequently at the election of the
Plan Administrator, the Plan Administrator shall
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obtain an evaluation of the assets of the Trust Fund from the Trustee on the
basis of the market value of the assets of the Trust Fund. On the basis of such
valuation, the Participants' Accounts shall be adjusted as of such Valuation
Date to reflect the effect of income received or accrued, realized and
unrealized profits and losses, expenses, Forfeitures, payments to Participants
and all other transactions in the period since the last preceding Valuation
Date.
For purposes of valuation of Employer Shares under this section and
with respect to all other activities carried on by the Plan which require the
valuation of Employer Shares, at all times during which the Employer Shares are
not readily tradable on an established securities market, such valuations shall
be made by an independent appraiser, within the meaning of Section
401(a)(28)(C) of the Code.
6.02. Method of Adjustment
- -----------------------------
The amount to the credit of each Participant's Account as of each
Valuation Date shall be adjusted as of each succeeding Valuation Date by the
following credits and charges in the order specified:
(a) In the case of each Participant to, for or on behalf of whom
disbursements from the Plan have been made, there shall be debited the total
amount of any disbursements made to him or for his account from his Account
during the period since the last Valuation Date.
(b) In the case of each Participant (including former Employees for
whom Accounts are being maintained), there shall be credited or debited to his
Account that portion of the net increase (including an amount equal to the
non-distributed dividends on allocated Employer Shares) or net decrease of the
value of the assets of the Trust Fund since the last Valuation Date which the
balance of his Account (after completion of the adjustment called for in
Section 6.02(a) above) bears to the total balance of all Accounts after
completion of the adjustments called for in Section 6.02(a) above.
(c) In the case of each Current Participant, there shall be credited
to his Account the Employer's contributions, Forfeitures and Employer Shares
released under Plan loans that
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are allocable to him under Section 3 of this Plan. In allocating Forfeitures,
Employer Shares shall be allocated only after other assets in the terminated
Participants' Accounts have been allocated.
SECTION 7
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RETIREMENT BENEFITS
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7.01. Time of Retirement
- ---------------------------
A Participant may retire from the employ of the Employer on his Normal
Retirement Date or his Late Retirement Date.
7.02. Amount of Retirement Benefits
- --------------------------------------
The amount which a Participant shall be entitled to receive upon
reaching his Normal Retirement Date or his Late Retirement Date shall be an
amount equal to the value of the Employer Shares credited to his Account and
the net value of the other assets of such Account as of the first Valuation
Date following his Normal Retirement Date or his Late Retirement Date.
SECTION 8
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DEATH BENEFITS
--------------
8.01. Amount of Death Benefit
- --------------------------------
The death benefit under this Plan shall be an amount equal to the
value of the Employer Shares and the net value of the other assets credited to
the deceased Participant's Account as of the first Valuation Date following the
date of his death.
8.02. Designation of Beneficiary
- -----------------------------------
Subject to the provisions of Section 8.03, each Participant shall
designate, by a written instrument filed with the Plan Administrator, one or
more Beneficiaries who, upon the death of the Participant, shall be entitled to
receive the death benefit described in Section 8.01. If more than one
Beneficiary is named, the Participant may specify the sequence and/or
proportion in which payments must be made to each Beneficiary. In the
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absence of such specification, payments shall be made in equal shares to all
named Beneficiaries then living at the time of the Participant's death. To the
extent otherwise consistent with this Plan, a Participant may change his
Beneficiary from time to time by written notice delivered to the Plan
Administrator in the manner prescribed by the Plan Administrator. The Plan
Administrator may, in its discretion, limit the number of Beneficiaries that
may be designated by a Participant. If no Beneficiary has been designated or if
no designated Beneficiary is living at the time of the Participant's death,
payment of such death benefit, if any, to the extent permitted by law, shall be
made to the executors or administrators of the Participant's estate. Any
minor's share shall be paid to such adult or adults as have, in the opinion of
the Plan Administrator, assumed custody and support of such minor. Proof of
death satisfactory to the Plan Administrator must be furnished prior to the
payment of any death benefit under the Plan.
Once benefits begin to be paid to a Beneficiary pursuant to this
section, such Beneficiary shall name an individual or individuals to receive
the remainder of such benefit, if any, upon the death of the Beneficiary. In
the absence of such a designation by the Beneficiary, such remaining benefit,
if any, shall be paid to the estate of the Beneficiary.
8.03. Distribution of Death Benefit
- --------------------------------------
If a Participant dies without a Surviving Spouse and prior to the
commencement of his retirement benefits, the death benefit described in Section
8.01 shall be distributed to the person or persons specified in Section 8.02,
in accordance with the provisions of Section 12 hereof.
If a Participant dies with a Surviving Spouse and prior to the
commencement of his retirement benefits, then, notwithstanding the provisions
of Section 8.02 hereof, the death benefit described in
Section 8.01 shall be paid to his Surviving Spouse in accordance with the
provisions of Section 12 hereof, unless such Surviving Spouse, in accordance
with the provisions of this paragraph, has consented to an alternate
Beneficiary, in which case, such death benefit shall be distributed to such
alternate Beneficiary in accordance with the provisions of Section 12. For
purposes of the preceding sentence, the consent of the Spouse must (a) be in
writing; (b) designate a specific Beneficiary,
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including any class of beneficiaries or contingent beneficiaries, which may not
be changed without spousal consent (or the Spouse expressly permits
designations by the Participant without further spousal consent); (c)
acknowledge the effect of such consent; and (d) be witnessed by a Plan
representative or notary public.
SECTION 9
---------
DISABILITY BENEFITS
-------------------
9.01. Amount of Disability Benefit
- -------------------------------------
If a Participant becomes "totally and permanently disabled" as defined
in Section 9.02 below, such Participant shall be entitled to receive as a
disability benefit an amount equal to the value of the Employer Shares credited
to his Account and the net value of other assets of such Account as of the
first Valuation Date following the date that the Plan Administrator determines
him to be "totally and permanently disabled."
9.02. Determination of Total and Permanent Disability
- --------------------------------------------------------
A Participant shall be considered to be "totally and permanently
disabled" if it is established by a licensed physician selected by the Plan
Administrator that (a) the Participant has suffered a disability which is
expected to result in his death or last for not less than 12 months; and (b)
the Participant is not able to perform his job or any job for which he is
reasonably suited as a result of his education, training and experience. The
determination by the Plan Administrator with respect to whether a Participant
is totally and permanently disabled shall be made in a nondiscriminatory
manner.
SECTION 10
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TERMINATION OF EMPLOYMENT
-------------------------
10.01. Amount of Benefits Upon Termination of Employment
- ----------------------------------------------------------
If a Participant leaves the employ of the Employer for any reason
other than retirement, death or disability in accordance with Sections 7, 8 or
9 hereof, he shall be entitled to receive an amount equal to the nonforfeitable
percentage of the value of the Employer Shares and the net value of the other
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assets credited to his Account as of the first Valuation Date following the
date of his termination of employment. Such nonforfeitable percentage shall be
determined in accordance with Section 11.01 hereof.
SECTION 11
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VESTING
-------
11.01. Determination of Vested Benefits
- -----------------------------------------
Employer contributions allocated to the Participant's Employer
Contributions Account shall become vested in accordance with the table shown
below:
NONFORFEITABLE
YEARS OF SERVICE PERCENTAGE
---------------- ----------
Less than 5 0
5 or more 100
11.02. Service for Vesting
- ----------------------------
Years of Service for vesting purposes shall include all Years of
Service with the Employer. An Employee shall receive credit for two Years of
Service for vesting purposes for each Year of Service completed prior to the
Effective Date of this Plan.
11.03. Full Vesting at Normal Retirement Age, Death or Disability
- -------------------------------------------------------------------
Notwithstanding any provision in this Plan to the contrary, the value
of a Participant's Accounts shall be fully vested and nonforfeitable upon the
Participant's (a) attaining his Normal Retirement Age (providing the
Participant is actively employed with the Employer on such date); (b) becoming
totally and permanently disabled; or (c) death.
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11.04. Termination After Eligibility for Retirement
- -----------------------------------------------------
The termination of a Participant's employment after he has attained
his Normal Retirement Age shall be considered a retirement for purposes of this
Plan.
SECTION 12
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PAYMENT OF BENEFITS
-------------------
12.01. Method of Payment
- --------------------------
At the time a Participant or Beneficiary becomes entitled to receive
any amount because of the Participant's retirement, death, disability or
termination of employment, the Trustee, acting in accordance with the written
instructions of the Plan Administrator, shall make payment from the Trust Fund
to such individual (or his Beneficiary) in a lump sum. All such payments shall
be made by the Trustee, at the option of the Participant (or his Beneficiary) in
Employer Shares, in cash or both.
12.02. Timing of Payments
- ---------------------------
Unless the Participant or Beneficiary elects otherwise, the payment of
retirement, death, disability and termination benefits shall begin no later than
60 days after the close of the Plan Year in which the Participant retires, dies,
becomes disabled or otherwise terminates service with the Employer.
Notwithstanding any provisions hereof to the contrary, benefit payments
under this Plan which are paid to a "5% owner," as such term is defined by Code
Section 416, shall commence by the April 1 following the later of: (a) the
calendar year in which the Participant attains age 70 1/2; and (b) the calendar
year in which the Participant retires. Benefit payments under this Plan which
are paid to a "5% owner," as such term is defined by Code Section 416, shall
commence by the April 1 of the calendar year following the calendar year in
which the Participant attains age 70 1/2. In such case the "5% owner" may elect
to receive a distribution in any form of benefit set forth in Section 12.01, or
in installments pursuant to Section 12.03, providing such distribution shall at
all times comply with Code Section 401(a)(9) and applicable regulations
thereunder.
13
20
12.03. Installment Payments
- -----------------------------
Notwithstanding any provisions in this Plan to the contrary, if a
Participant's entire interest is to be distributed pursuant to Section 12.02 in
other than an immediate lump sum, minimum annual payments under the Plan must be
paid over one of the following periods (or a combination thereof):
(a) a period certain not extending beyond the life expectancy of the
Participant; or
(b) a period certain not extending beyond the joint and last survivor
expectancy of the Participant and a designated Beneficiary.
If a Participant's entire interest is to be distributed in other than a
lump sum, then the amount to be distributed each year must be at least an amount
equal to the quotient obtained by dividing the Participant's entire interest by
the life expectancy of the Participant or joint and last survivor expectancy of
the Participant and designated Beneficiary. If the Participant's Spouse is not
the designated Beneficiary, the method of distribution selected must be made in
accordance with Section 401(a)(9) of the Code and the regulations thereunder
including, but not limited to, the minimum incidental benefit requirements of
Section 1.401(a)(9)-2 of the proposed regulations.
12.04. Distributions After Death
- ----------------------------------
If the distribution of the Participant's Account has begun and he dies
before his entire Account has been distributed to him, the remaining portion of
such Account will be distributed at least as rapidly as under the method of
distribution being used prior to the Participant's death.
Subject to the succeeding paragraph and Section 12.05 of the Plan, if
the Participant dies before his distribution has begun, his entire Account shall
be distributed within five years after the fifth anniversary of the first
December 31 coinciding with or next following his death.
If a distribution is made pursuant to this Section 12 in a form of
benefit which is over the life expectancy of the Participant or the life
expectancy of the
14
21
Participant and his designated Beneficiary, the life expectancy of a Surviving
Spouse may be recalculated annually; however, in the case of any other
designated Beneficiary, such life expectancy will be calculated at the time that
payment first commences without further calculations. In addition, any amount
paid to a child of the Participant will be treated as if it had been paid to the
Surviving Spouse if the amount becomes payable to the Surviving Spouse when the
child reaches the age of majority.
12.05. Cash-Outs/Consent
- ----------------------------
If for any reason a Participant terminates service or dies and the
value of his nonforfeitable Accounts does not exceed (or at the time of any
prior distribution has not exceeded) $3,500, the Participant (or Beneficiary in
the case of the Participant's death) shall receive a distribution of the value
of the entire nonforfeitable portion of such Accounts as soon as
administratively feasible after the first Valuation Date following his date of
termination; and the remainder of such Accounts will be treated as a Forfeiture.
For purposes of this section, if the value of the Participant's nonforfeitable
Account is zero, the Participant shall be Participant's deemed to have received
a distribution of such nonforfeitable Account.
If the value of a Participant's nonforfeitable Accounts exceeds (or
at the time of any prior distribution exceeded) $3,500, no amount shall be
distributed to such Participant prior to his Normal Retirement Age without his
consent. A Participant's election to receive a distribution from the Plan prior
to his Normal Retirement Age shall not be valid unless the Participant has
received a general description of the material features and an explanation of
the relative values of the optional forms of benefits (hereinafter referred to
as "description") under the Plan. The Participant shall be provided with such
description not less than 30 days and not more than 90 days prior to the date
his benefits are scheduled to commence, provided that a distribution may be made
to the Participant prior to such 30-day period, provided the Participant is
informed he has a right to a period of at least 30 days after receiving the
description to consider the decision of whether to elect a distribution from
this Plan, and the Participant, after receiving such information, affirmatively
elects a distribution prior to such 30-day period.
15
22
If a Participant who is not 100% vested in his Accounts receives a
distribution pursuant to this section which is less than the value of his
Employer Contributions Account and resumes employment covered under this Plan,
the Participant's Accounts will be restored to the amount on the date of
distribution if he repays to the Plan the full amount of his distribution before
the earlier of (a) five years after the first date on which the Participant is
subsequently reemployed by the Employer; or (b) the date on which he incurs five
consecutive One-Year Breaks in Service following the date of distribution.
12.06. Put Option
- ---------------------
Except as otherwise provided in this Section 12.06, any Employer
Shares which are not readily tradable on an established market at the time they
are distributed to Participants or former Participants shall be subject to a put
option which will permit the Participant to put those Employer Shares to the
Employer. Put options shall be exercisable at least during the 16-month period
which begins on the date the Employer Shares subject to the option are
distributed by this Plan. Such an option may be exercised by the holder of the
Shares notifying the Employer in writing that the put option is being exercised.
The price at which the put option must be exercisable is the fair market value
of the Shares determined in accordance with the provisions of Treasury
Regulation Section 54.4975-11(d)(5).
If, pursuant to this section, the Employer is required to repurchase
Employer Shares which are distributed to a Participant within one taxable year
in a distribution that represents the balance to the credit of the Participant's
Account, the amount to be paid for such Employer Shares shall be paid in
substantially equal periodic payments (not less frequently than annually) over a
period beginning not later than 30 days after the exercise of the put option
described in this section and not exceeding five years. Adequate security shall
be provided and reasonable interest shall be paid on the unpaid amounts referred
to in the preceding sentence.
If, pursuant to this section, the Employer is required to repurchase
Employer Shares which are distributed to a Participant as part of an installment
distribution, the amount to be paid for such Employer Shares shall be paid not
later than 30
16
23
days after the exercise of the put option described in this section.
Notwithstanding any provision of this Plan to the contrary, to the
extent that the Employer is prohibited by law from redeeming or purchasing its
own securities, consistent with the provisions of Section 409(h)(3) of the Code,
Employer Shares under this Plan shall not be subject to the put option described
in this Section 12.06 and, as such, a Participant will not be permitted to put
such Employer Shares to the Employer.
12.07. Right of First Refusal
- ---------------------------------
(a) During any period when Employer Shares are not publicly traded,
all distributions of Employer Shares to any Participant or his Beneficiary by
the Plan shall be subject to a "right of first refusal" upon the terms and
conditions hereinafter set forth. The "right of first refusal" shall provide
that prior to any transfer (as determined by the Plan Administrator) of the
Employer Shares, the Participant or Beneficiary must first offer to sell such
shares to the Plan; and if the Plan refuses to exercise its right to purchase
the Employer Shares, then the Employer shall have a "right of first refusal" to
purchase such Shares. Neither the Plan nor the Employer shall be required to
exercise the "right of first refusal." This Section 12.07 shall not be operative
unless and until the Board of Directors of the Employer so directs.
(b) The terms and conditions of the "right of first refusal" shall
be determined as follows:
(i) If the Participant or Beneficiary receives a bona
fide offer for the purchase of all or any part of his Employer
Shares from a third party, the Participant or Beneficiary shall
forthwith deliver (by registered mail, return receipt requested) a
copy of any such offer to the Plan Administrator. The Trustee (as
directed by the Plan Administrator) or the Employer, as the case may
be, shall then have 14 days after receipt by the Plan Administrator
of the written offer to exercise the right to purchase all or any
portion of the Employer Shares.
17
24
(ii) The selling price and other terms under the "right
of first refusal" must not be less favorable to the Participant or
Beneficiary than the purchase price and other terms offered by a
buyer other than the Employer or the Plan, making a good faith offer
to purchase the security.
12.08. Eligible Rollover Distributions
- ------------------------------------------
(a) Notwithstanding any provision of this Plan to the contrary that
would otherwise limit a distributee's election under the Plan, a distributee
may elect at the time and in the manner prescribed by the Plan Administrator,
to have any portion of an eligible rollover paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.
(b) The following definitions will apply for purposes of this
Section 12.08:
(i) Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of the
balance to the credit of the distributee, except that an eligible
rollover distribution does not include: (A) any distribution that is
one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life expectancies) of
the distributee and the distributee's designated Beneficiary; (B)
any distribution that is for a specified period of ten years or
more; (C) any distribution to the extent such distribution is
required under Code Section 401(a)(9); and (D) the portion of any
distribution that is not includable in gross income (determined
without regard to the exclusion for net unrealized appreciation with
respect to employer securities).
(ii) Eligible retirement plan: An eligible retirement
plan is an individual retirement account described in Code Section
408(a), an individual retirement annuity described in Code Section
408(b), an annuity plan described in Code Section 403(a) or a
qualified trust described in Code Section 401(a) that accepts the
distributee's eligible rollover distribu-
18
25
tion. However, in the case of an eligible rollover distribution to
the Surviving Spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.
(iii) Distributee: A distributee includes an Employee or
former Employee. In addition, the Spouse or Surviving Spouse of an
Employee or former Employee is a distributee with regard to the
interest of the Spouse or Surviving Spouse.
(iv) Direct rollover: A direct rollover is a payment by
the Plan to the eligible retirement plan specified by the
distributee.
SECTION l3
----------
BREAK IN SERVICE RULES
----------------------
13.01. Effect of Break in Service on Eligibility
- ----------------------------------------------------
If a Participant terminates his employment with the Employer and
subsequently resumes employment after incurring a One-Year Break in Service,
the rehired Participant shall again participate in the Plan as of the date of
his reemployment providing he is an Employee on his date of rehire.
13.02. Effect of Break in Service on Vesting
- ------------------------------------------------
In the case of a Participant who has five or more consecutive
One-Year Breaks in Service, Years of Service performed by such Participant
after such One-Year Breaks in Service will be disregarded for the purpose of
determining the vested percentage of any Employer Contributions that accrued to
his Account before the commencement of such One-Year Breaks in Service.
Moreover, if a Participant incurs five or more consecutive One-Year
Breaks in Service, such Participant's pre-break service will be disregarded in
determining the vested percentage of any post-break Employer contributions that
accrue to his Account if (a) he has no vested interest in his Account at the
time of his separation from service; and (b) upon returning to service, the
number of his consecutive One-Year Breaks in
19
26
Service is greater than the number of his pre-break Years of Service.
Separate accounts will be maintained for the Participant's pre-break
and post-break Employer contributions. Both accounts will share in the earnings
and losses of the Trust Fund.
In the case of a Participant who does not have five consecutive
One-Year Breaks in Service, both pre-break and post- break Years of Service
will count in determining the vested percentage of pre-break and post-break
Employer contributions that accrue to his Account.
13.03. Authorized Leaves of Absence
- ---------------------------------------
Authorized leaves of absence, as determined by the Plan
Administrator, will be included in determining Years of Service for both
eligibility and vesting purposes. All Employees in similar circumstances will
be treated alike. Notwithstanding anything in the Plan to the contrary,
contributions, benefits and service credit with respect to "qualified military
service," as such term is defined by Section 414(u)(5) of the Code, shall be
provided in accordance with Section 414(u) of the Code.
SECTION 14
----------
TRUST AGREEMENT
---------------
14.01. Description of Trust Agreement
- -----------------------------------------
The Employer proposes to enter into a Trust Agreement with the
Trustee to provide for the administration of the Trust Fund. The Trust
Agreement shall be deemed to form a part of this Plan, and any and all rights
or benefits which may accrue to any person under this Plan shall be subject to
all the terms and provisions of the Trust Agreement. The Plan is designed to
invest primarily in Employer Shares. If and to the extent that Employer Shares
are not available at a price acceptable to the Trustee, the Trustee is
authorized to make other investments as provided in the Trust Agreement.
20
27
SECTION 15
----------
PLAN ADMINISTRATION
-------------------
15.01. Plan Administrator
- -----------------------------
The Plan shall be administered by a Plan Administrator. Such Plan
Administrator shall be a committee of one or more individuals who shall be
appointed by and serve at the pleasure of the Employer. In the event that no
such appointment is made, Bridgeport Savings and Loan Association shall serve
as Plan Administrator.
15.02. Duties of Plan Administrator
- ---------------------------------------
The Plan Administrator shall supervise the maintenance of such
accounts and records as shall be necessary or desirable to show the
contributions of the Employer, allocations to Participants' Accounts, payments
from Participants' Accounts, valuations of the Trust Fund and all other
transactions pertinent to the Plan.
The Plan Administrator is authorized to perform all functions
necessary to administer the Plan, including, without limitation, to determine
the eligibility and qualification of Employees for benefits under the Plan; to
determine the allocation and vesting of contributions, earnings and profits of
the Plan; to interpret and construe the terms of Plan; to adopt rules,
regulations and procedures consistent therewith and to decide all disputes with
respect to the rights and obligations of Participants in the Plan. If the Trust
Agreement permits, the Plan Administrator may direct the Trustee with respect
to investment of the assets of the Trust Fund or may employ investment counsel
to do so. The Plan Administrator will have absolute discretion in carrying out
its duties and responsibilities under this paragraph.
The Plan Administrator may employ one or more persons to render
advice with regard to any responsibility it has under the Plan and may
designate others to carry out any of its responsibilities.
21
28
SECTION 16
----------
AMENDMENTS
----------
16.01. Employer's Right to Amend Plan
- -----------------------------------------
The Employer shall have the right at any time, by an instrument in
writing, to modify, alter or amend this Plan in whole or in part, provided that
no such change shall in any way affect the vested rights of the Employees under
this Plan. If an amendment changes the nonforfeitable rights provided in
Section 11, and such amendment does not provide the Participant with a greater
nonforfeitable interest in his Account for each Year of Service earned under
the Plan than each Participant having not less than three Years of Service may
elect, during the period beginning when the amendment is adopted and ending no
earlier than the latest of (a) 60 days after the amendment's adoption; (b) 60
days after the amendment's effective date; or (c) 60 days after the Participant
is issued a written notice of the amendment, to have his nonforfeitable rights
computed without regard to such amendment. No amendment to the Plan shall
decrease a Participant's Account balance or eliminate an optional form of
distribution. Any amendment to the Plan shall be executed by any individual
authorized by the Board of Directors of the Employer.
SECTION 17
----------
DISTRIBUTIONS ON PLAN TERMINATION
---------------------------------
17.01. Full Vesting on Plan Termination
- -------------------------------------------
When and if this Plan is terminated, or upon dissolution or
liquidation of the Employer, after the payment of all expenses and after all
adjustments of Participants' Accounts to reflect such expenses, fund profits or
losses, income and allocations to date of termination, each affected
Participant shall be entitled to receive that number of Employer Shares as is
then credited to his Account and the net value of other assets of such Account.
22
29
17.02. Payment on Plan Termination
- --------------------------------------
The Plan Administrator shall make payment of each Participant's
Account in cash or Employer Shares. Such payment shall be made to each
Participant in a single lump-sum payment.
17.03. Discontinuance of Contributions; Partial Termination of Plan
- -----------------------------------------------------------------------
Any complete discontinuance of contributions by the Employer or
partial termination of the Plan will be treated as a termination with all
affected Participants acquiring nonforfeitable interests in amounts contributed
to such date of termination.
SECTION 18
----------
CREDITORS OF PARTICIPANTS
-------------------------
18.01. Non-Assignability
- ----------------------------
Except to the extent permitted by ERISA, assignment, pledge or
encumbrance of any character of the benefits under the Plan is not permitted or
recognized under any circumstances; and such benefits shall not be subject to
claims of creditors, execution, attachment, garnishment or any other legal
process.
18.02. Qualified Domestic Relations Orders
- ----------------------------------------------
Section 18.01 shall also apply to the creation, assignment or
recognition of a right to any benefit payable with respect to a Participant
pursuant to a domestic relations order, unless such order is determined to be a
qualified domestic relations order [as defined in Section 414(p) of the Code],
or any domestic relations order entered before January 1, 1985.
SECTION 19
----------
CLAIMS PROCEDURES
-----------------
19.01. Filing a Claim for Benefits
- --------------------------------------
A Participant or Beneficiary, or the Employer acting on behalf of
such Participant or Beneficiary, shall notify the Plan
23
30
Administrator of a claim for benefits under the Plan. Such request shall be in
writing to the Plan Administrator and shall set forth the basis of such claim
and shall authorize the Plan Administrator to conduct such examinations as may
be necessary to determine the validity of the claim and to take such steps as
may be necessary to facilitate the payment of benefits to which the Participant
or Beneficiary may be entitled under the terms of the Plan.
A decision by the Plan Administrator shall be made promptly and not
later than 90 days after the Plan Administrator's receipt of the claim for
benefits under the Plan, unless special circumstances require an extension of
the time for processing, in which case a decision shall be rendered as soon as
possible, but not later than 180 days after the initial receipt of the claim
for benefits.
19.02. Denial of Claim
- --------------------------
Whenever a claim for benefits by any Participant or Beneficiary has
been denied by the Plan Administrator, a written notice prepared in a manner
calculated to be understood by the Participant or Beneficiary shall be provided
setting forth (a) the specific reasons for the denial; (b) the specific
reference to the pertinent Plan provisions on which the denial is based; (c) a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and (d) an explanation of the Plan's claim review
procedure.
19.03. Remedies Available to Participants
- ---------------------------------------------
Upon denial of his claim by the Plan Administrator, a Participant or
Beneficiary:
(a) may request a review by a named fiduciary, other than the Plan
Administrator, upon written application to the Plan;
(b) may review pertinent Plan documents; and
(c) may submit issues and comments in writing to a named fiduciary.
24
31
A Participant or Beneficiary shall have 60 days after receipt by the
claimant of written notification of a denial of a claim to request a review of
a denied claim.
A decision by a named fiduciary shall be made promptly and not later
than 60 days after the named fiduciary's receipt of a request for review,
unless special circumstances require an extension of the time for processing;
in which case, a decision shall be rendered as soon as possible, but not later
than 120 days after receipt of a request for review. The decision on review by
a named fiduciary shall be in writing and shall include specific reasons for
the decision, written in a manner calculated to be understood by the claimant,
and specific references to the pertinent Plan provisions on which the decision
is based.
SECTION 20
----------
VOTING RIGHTS
-------------
20.01. Participant Voting Rights with Respect to Allocated Shares
- ---------------------------------------------------------------------
All Employer Shares held in the Trust Fund and allocated to
Participants' Accounts shall be voted by the Trustee pursuant to written
instructions received from the Participants. With respect to allocated Shares
for which the Trustee does not receive written instructions from Participants,
such Shares shall be voted by the Trustee in its sole discretion.
20.02. Participant Voting Rights with Respect to Unallocated Shares
- -----------------------------------------------------------------------
All Employer Shares held in the Trust Fund and not allocated to
Participants' Accounts shall be voted by the Trustee in its sole discretion.
SECTION 21
----------
TOP HEAVY RULES
---------------
21.01. Definitions
- ----------------------
If the Plan is or becomes top heavy in any Plan Year, the provisions
of this Section 21 will supersede any conflicting
25
32
provisions in the Plan. The following definitions and rules are necessary to
comply with related federal tax requirements:
(a) Key Employee: Any Employee or former Employee (and the
Beneficiaries of such Employee) who at any time during the determination period
was (i) an officer of the Employer if such individual's annual compensation
exceeds 50% of the dollar limitation under Code Section 415(b)(1)(A); (ii) an
owner (or considered an owner under Code Section 318) of one of the ten largest
interests in the Employer if such individual's annual compensation exceeds the
dollar limitation under Code Section 415(c)(l)(A); (iii) a 5% owner of the
Employer; or (iv) a 1% owner of the Employer who has annual compensation of
more than $150,000. For purposes of this section, annual compensation means
compensation as defined in Code Section 415(c)(3), but including amounts
contributed by the Employer pursuant to a salary reduction agreement which are
excludable from the Employee's gross income under Code Section 125, 402(a)(8),
402(h) or 403(b). The determination period is the Plan Year containing the
Determination Date and the four preceding Plan Years. The determination of who
is a Key Employee will be made in accordance with Code Section 416(i)(1) and
the regulations thereunder.
(b) Non-Key Employee: Any Employee or former Employee of the
Employer who is not a Key Employee. The Beneficiary of a Non-Key Employee will
be treated as a Non-Key Employee, and the Beneficiary of a former Non-Key
Employee will be treated as a former Non-Key Employee.
(c) Determination Date: For any Plan Year subsequent to the first
Plan Year, the last day of the preceding Plan Year. For the first Plan Year,
the last day of such Plan Year.
(d) Permissive Aggregation Group: The Required Aggregation Group of
plans plus any other plan or plans of the Employer which, when considered as a
group with the Required Aggregation Group, would continue to satisfy the
requirements of Code Sections 401(a)(4) and 410.
(e) Required Aggregation Group: (i) Each qualified plan of the
Employer in which at least one Key Employee participates or participated at any
time during the determination period (regardless of whether the Plan has
terminated); and (ii) any other qualified plan of the Employer which enables a
plan
26
33
described in (i) to meet the requirements of Code Sections 401(a)(4) or 410.
(f) Top-Heavy Plan: The Plan, if it meets the requirements of
Section 21.02.
21.02. Top Heavy Status
- ---------------------------
This Plan, and any other plans aggregated with it, will become top
heavy pursuant to this Section 21.02, as of the Determination Date, if the
present value of accrued benefits for Key Employees is more than 60% (90% in
the case of "super top heavy") of the sum of the present value of accrued
benefits of all Employees, excluding former Key Employees. In the case of more
than one plan which is to be aggregated, the present value of the accrued
benefits (including distributions for Key Employees and all Employees) is first
determined separately for each plan as of each plan's Determination Date. The
plans then will be aggregated by adding the results of each plan as of the
Determination Dates for such plans that fall within the same calendar year. The
combined results will indicate whether the plans are top heavy.
The account balances and accrued benefits of a Participant who has
not been credited with an Hour of Service for the Employer maintaining the Plan
during the five-year period ending on the Determination Date will be
disregarded.
The present value of accrued benefits as of the Determination Date
for any individual is the sum of (a) the Account balance as of the most recent
Valuation Date occurring within a 12-month period ending on the Determination
Date; (b) an adjustment for contributions due as of the Determination Date; and
(c) the aggregate distributions made with respect to such individual under the
Plan during the five-year period ending on the Determination Date. For an
employee stock ownership plan, the adjustment in (b) is generally the amount of
contributions actually made after the Valuation Date but on or before the
Determination Date.
In determining whether the Plan is top heavy, it must be aggregated
with each plan included in the Required Aggregation Group. In addition, the
Employer may aggregate plans included in the Permissive Aggregation Group.
27
34
21.03. Minimum Contributions
- --------------------------------
For each Plan Year in which the Plan is top heavy, each Participant
who is a Non-Key Employee (including those Participants who did not complete
1,000 Hours of Service in the Plan Year) must receive an annual allocation of
contributions and Forfeitures (disregarding Social Security benefits) equal to
at least 3% of his Compensation; provided that, if the largest percentage of
Compensation allocated to a Key Employee for a Plan Year is less than 3%, that
largest percentage will be substituted for 3%. For any year in which the
Employer maintains a defined benefit plan in addition to this Plan, the
requirements of this paragraph will be satisfied by providing each Non-Key
Employee with the minimum annual benefit provided under the top heavy
provisions of the defined benefit plan. For any year in which the Employer
maintains another defined contribution plan in addition to this Plan, the
minimum benefit described in this paragraph shall be provided by such other
defined contribution plan.
21.04. Top Heavy Vesting
- ----------------------------
If the Plan should become top heavy, the following vesting schedule
shall apply to each Participant's Employer Contributions Account:
NONFORFEITABLE
YEARS OF SERVICE PERCENTAGE
---------------- ----------
Less than 3 0
3 or more 100
Under no circumstances, however, will a Participant's vested interest be
decreased as a result of the Plan becoming top heavy.
If at any time after becoming top heavy the Plan should cease to be
top heavy, the vesting schedule contained in Section 11 shall again be
applicable. However, any portion of a Participant's Employer Contributions
Account that was nonforfeitable before the Plan ceased to be top heavy shall
remain nonforfeitable. In addition, any Participant with three or more Years of
Service at the time that the Plan ceases to be top heavy may elect to have the
vesting schedule contained in this section
28
35
remain applicable. The election period shall be the same as described in
Section 16.
SECTION 22
----------
EXEMPT LOANS
------------
22.01. Authority to Borrow
- ------------------------------
The Trustee may borrow funds on behalf of the Plan to purchase
Employer Shares, provided that any Plan loan is an exempt loan within the
meaning of Treasury Regulation Section 54.4975-7(b)(l)(iii).
22.02. Requirements for Plan Loans
- --------------------------------------
Any loan made to the Plan pursuant to this Section 22 must meet the
following requirements:
(a) The proceeds of the loan must be used within a reasonable time
after their receipt by the Plan either (i) to acquire Employer Shares; (ii) to
repay such loan; or (iii) to repay a prior exempt loan.
(b) The interest rate of the loan must not be in excess of a
reasonable rate of interest. All relevant factors will be considered in
determining a reasonable rate of interest, including the amount and duration of
the loan, the security and guarantee (if any) involved, the credit standing of
the Plan and the guarantor (if any) and the interest rate prevailing for
comparable loans.
(c) The loan must be for a specific term. Such loan may not be
payable at the demand of any person, except in the case of default.
(d) The loan must be without recourse against the Plan. Furthermore,
the only assets of the Plan that may be given as collateral for the loan are
Employer Shares of two classes--those acquired with the proceeds of the loan
and those that were used as collateral on a prior exempt loan repaid with the
proceeds of the current loan. No person entitled to payment under the exempt
loan shall have any rights to assets of the Plan other than: (i) collateral
given for the loan; (ii) contribu-
29
36
tions (other than contributions of Employer Shares) that are made under the
Plan to meet its obligations under the loan; and (iii) earnings attributable to
such collateral and the investment of such contributions.
(e) The loan must provide for the release from encumbrance of Plan
assets used as collateral for the loan. For each Plan Year during the duration
of the loan, the number of securities released must equal the number of
encumbered securities held immediately before release for the current Plan Year
multiplied by a fraction. The Plan Administrator shall select either the
fraction set forth in Treasury Regulation 54.4975-8(i) or (ii). If collateral
includes more than one class of securities, the number of securities of each
class to be released for a Plan Year must be determined by applying the same
fraction to each class.
(f) All other requirements of Treasury Regulation Section
54.4975-7(b).
SECTION 23
----------
MISCELLANEOUS
-------------
23.01. Employment Rights
- ----------------------------
The right of the Employer to terminate the employment of any of its
Employees shall not in any way be affected by the Employee's participation in
this Plan.
23.02. Gender
- -----------------
Wherever used in this Plan the masculine pronoun refers to both men
and women.
23.03. Notice Requirement
- -----------------------------
Notice of the existence and provisions of the Plan and of any
amendment thereto shall be communicated by the Employer to those entitled to
notice thereof.
30
37
23.04. Merger or Consolidation
- ----------------------------------
In case of any merger or consolidation with, or transfer of assets
or liabilities to, any other plan, each Participant in the Plan would (if this
Plan then terminated) receive a benefit immediately after the merger,
consolidation or transfer which is equal to, or greater than, the benefit he
would have been entitled to receive immediately before the merger,
consolidation or transfer (if the Plan then terminated).
23.05. Social Security Benefits
- -----------------------------------
Post-separation Social Security benefit increases shall not affect
benefits under this Plan.
23.06. Forfeitures
- ----------------------
Forfeitures resulting from termination of employment shall be
allocated to other Participants as of the first day of the month coincident
with or following the earlier of: (a) the later of the date on which the
Participant receives an actual distribution of his nonforfeitable Account and
the date the Participant incurs a One-Year Break in Service; or (b) the date
the Participant incurs five consecutive One-Year Breaks in Service.
In the event that a Participant who received a distribution of his
nonforfeitable Account returns to the employment of the Employer before he
incurs five consecutive One-Year Breaks in Service and takes such action as is
necessary to reinstate the portion of his Account that was previously
forfeited, the forfeited portion of his Account shall be restored first from
Forfeitures available for allocation in that year and then from additional
Employer contributions, if necessary. All rights to forfeiture restoration
shall lapse when this Plan is terminated with regard to all Participants who
have not resumed employment prior to Plan termination.
23.07. Named Fiduciaries
- ----------------------------
The named fiduciaries of this Plan shall be Ohio State Financial
Services, Inc. and the Trustee.
31
38
23.08. Limitations on Payment
- ---------------------------------
No payment shall be made to any incompetent person (through minority
or otherwise) until the Plan Administrator shall have been furnished evidence
satisfactory to it of the person to whom such payment shall be made and his
right to receive the same. Until furnished such evidence, all amounts so
payable shall be held in trust for the person or persons entitled to receive
them, separate and apart from the Plan's general Trust Fund.
23.09. Interpretation of Document
- -------------------------------------
The construction and interpretation of the Plan provisions are
vested with the Plan Administrator, in its absolute discretion, including,
without limitation, the determination of benefits, eligibility and
interpretation of Plan provisions. All such decisions, determinations and
interpretations shall be final, conclusive and binding upon all parties having
an interest in the Plan.
23.10. Non-terminable Protections and Rights
- ------------------------------------------------
Notwithstanding anything contained herein to the contrary, except as
provided by Section 12.06 or 12.07 of the Plan, or as otherwise permitted by
applicable law, no security acquired with the proceeds of an exempt loan may be
subject to a put, call or other option, or buy-sell or similar arrangement
while held by and or distributed from this Plan.
The rights and protections specified in the preceding sentence,
together with the put option rights provided for in Section 12.06 hereof, shall
be non-terminable regardless of whether this Plan ceases to be an employee
stock ownership plan or an exempt loan is paid in full.
23.11. Use of Income With Respect to Employer Shares
- --------------------------------------------------------
The Plan reserves the right to use income with respect to Employer
Shares acquired with the proceeds of an exempt loan to repay such loan.
32
39
SECTION 24
----------
CERTAIN DEFINITIONS
-------------------
Whenever used in this Plan, the following words and phrases shall
have the meanings specified below. Additional words and phrases may be defined
in the text of the Plan.
24.01. Account
- ------------------
"Account" means a Participant's Employer Contributions Account.
24.02. Adjustment Factor
- ----------------------------
"Adjustment Factor" means the cost-of-living adjustment prescribed
by the Secretary of the Treasury under Code Section 415(d) for years beginning
after December 31, 1987, as applied to such items and in such manner as the
Secretary shall provide.
24.03. Affiliate
- --------------------
"Affiliate" means any other employer which, together with the
Bridgeport Savings and Loan Association, is a member of a controlled group of
corporations or of a commonly controlled trade or business [as defined in Code
Sections 414(b) and (c) and as modified by Code Section 415(h)] or of an
affiliated service group [as defined in Code Section 414(m)] or other
organization described in Code Section 414(o).
24.04. Annual Additions
- ---------------------------
"Annual Additions" means the sum of the following amounts credited
to a Participant for the Limitation Year under all defined contribution plans
maintained by the Employer:
(a) Employer contributions;
(b) Forfeitures;
(c) amounts allocated after March 31, 1984 to an individual medical
account, as defined in Section 415(l)(1) of the Code, which is part of a
defined benefit plan maintained by the Employer; and
33
40
(d) amounts derived from contributions paid or accrued after
December 31, 1985 in taxable years ending after such date which are
attributable to postretirement medical benefits allocated to the separate
account of a key employee [as defined in Section 416(i) of the Code] under a
welfare benefit fund [as defined in Section 419(e) of the Code] maintained by
the Employer. The amounts described under this paragraph (d) shall not be
subject to the 25% of compensation limit provided in Section 2.04.
Annual Additions shall not include any amounts credited to a
Participant's Account due to Employer contributions relating to interest
payments on a Plan loan, or attributable to a forfeiture of Employer Shares
acquired with the proceeds of a Plan loan.
24.05. Beneficiary
- ----------------------
"Beneficiary" means the individual, individuals or trust designated
by the Participant under the terms of Section 8.02 hereof to receive the death
benefit payable under the Plan.
24.06. Code
- ---------------
"Code" means the Internal Revenue Code of 1986, as may be amended
from time to time, and corresponding provisions of future federal internal
revenue codes.
24.07. Compensation
- -----------------------
"Compensation" means all amounts paid to the Participant by the
Employer for a Plan Year which is treated as wages pursuant to Code Section
3401(a), plus all other payments of compensation which the Employer is required
to report on form W-2, excluding any amounts paid by the Employer during any
Plan Year in excess of $150,000, as adjusted under Code Section 401(a)(17) for
Plan Years after January 1, 1996. For purposes of a Participant's first Plan
Year of eligibility, only Compensation paid to such Participant after the Entry
Date on which he begins to participate in the Plan shall be considered for
purposes of determining allocations under Section 3 hereof.
34
41
24.08. Current Participant
- ------------------------------
"Current Participant" means, for any Plan Year, (a) a Participant
who was employed by the Employer on the last day of such Plan Year; and (b) a
Participant who died, retired or became totally and permanently disabled during
such Plan Year.
24.09. Effective Date
- -------------------------
"Effective Date" means August 1, 1997.
24.10. Employee
- -------------------
"Employee" means any person who is an employee in the regular
employment of the Employer. For this purpose, the term "Employee" shall not
include any Leased Employee.
24.11. Employer
- -------------------
"Employer" means the Bridgeport Savings and Loan Association and any
Affiliate who, with the consent of the Employer, adopts this Plan.
24.12. Employer Contributions Account
- -----------------------------------------
"Employer Contributions Account" means the account established for
each Participant under this Plan pursuant to Section 4.01.
24.13. Employer Shares or Shares
- ------------------------------------
"Employer Shares" or "Shares" means securities which constitute
"employer securities" under Section 409(l) of the Code and "qualifying employer
securities" under Section 4975(e)(8) of the Code and Section 407(d)(5) of
ERISA.
24.14. Employment Commencement Date
- ---------------------------------------
"Employment Commencement Date" means the date on which an Employee
first performs an Hour of Service for the Employer.
35
42
24.15. Entry Date
- ---------------------
"Entry Date" means the first day of the month first following the
period described in Section 1.02 in which an Employee satisfied the
requirements of Section 1.01.
24.16. ERISA
- ----------------
"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
24.17. Family Member
- ------------------------
"Family Member" means, with respect to any individual, such
individual's Spouse and lineal ascendants or descendants and the spouses of
such lineal ascendants or descendants.
24.18. Forfeiture
- ---------------------
"Forfeiture" means the amount of the value of any Participant's
Account that such Participant is not entitled to receive under Section 11 on
the termination of his employment.
24.19. Full Time
- --------------------
"Full Time" means employment with the Employer for not less than
1,000 hours during the 12 consecutive calendar months for which a determination
is made.
24.20. Hour of Service
- --------------------------
"Hour of Service" means
(a) each hour for which an Employee is paid, or entitled to payment,
for the performance of duties for the Employer or an Affiliate. These hours
shall be credited to the Employee for the computation period or periods in
which the duties are performed; and
(b) each hour for which an Employee is paid, or entitled to payment,
by the Employer or an Affiliate on account of a period of time during which no
duties are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity
36
43
(including disability), layoff, absence for maternity or paternity reasons,
jury duty, military duty, leave of absence or required by the Family and
Medical Leave Act of 1993. No more than 501 Hours of Service shall be credited
under this paragraph for any single continuous period (whether or not such
period occurs in a single computation period). Hours under this paragraph shall
be calculated and credited pursuant to Section 2530.200b-2 of the Department of
Labor Regulations, which are incorporated herein by this reference; and
(c) each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer or an Affiliate. The
same hours of service shall not be credited both under paragraph (a) or
paragraph (b), as the case may be, and under this paragraph (c). These hours
shall be credited to the computation period or periods to which the award or
agreement pertains rather than the computation period in which the award,
agreement or payment is made; and
(d) in the case of a Participant who is absent from work for
maternity or paternity reasons, such Participant shall have credited, solely
for purposes of determining whether a One-Year Break in Service has occurred
for eligibility and vesting, in the year in which the absence begins if
necessary to prevent a One-Year Break in Service for such year; or in the
following year, the number of hours that would normally have been credited but
for such absence; or in any case in which such hours cannot be determined, 8
Hours of Service per day of such absence. The total number of hours treated as
Hours of Service under this paragraph shall not exceed 501 hours. For purposes
of this paragraph, an absence from work for maternity or paternity reasons
means an absence (i) by reason of pregnancy of the Participant; (ii) by reason
of the birth of a child of the Participant; (iii) by reason of the placement of
a child with the Participant in connection with the adoption of such child by
such Participant; or (iv) for purposes of caring for such child for a period
beginning immediately following such birth or placement.
(e) If records of actual hours are not maintained for any Employee,
an Employee will be given credit for 190 Hours of Service if he is employed at
any time during the month.
37
44
24.21. Late Retirement Date
- -------------------------------
"Late Retirement Date" means the first day of the month following
the date on which a Participant elects to retire after his Normal Retirement
Date.
24.22. Leased Employee
- --------------------------
"Leased Employee" means any person (other than an employee of the
recipient) who, pursuant to an agreement between the recipient and any other
person (leasing organization), has performed services for the recipient [or for
the recipient and related persons determined in accordance with Code Sections
414(n) and 414(o)] on a substantially full-time basis for a period of at least
one year, and such services are performed under the primary direction and
control of the recipient employer. Contributions or benefits provided a Leased
Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer.
A Leased Employee shall not be considered an employee of the
recipient if (a) such employee is covered by a money purchase pension plan
providing (i) a nonintegrated employer contribution rate of at least 10% of
compensation, as defined in Code Section 415(c)(3), but including amounts
contributed by the employer pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Code Section 125, Section
402(a)(8), Section 402(h) or Section 403(b); (ii) immediate participation; and
(iii) full and immediate vesting; and (b) Leased Employees do not constitute
more than 20% of the recipient's non-highly-compensated work force.
24.23. Limitation Year
- --------------------------
"Limitation Year" means the Plan Year.
24.24. Normal Retirement Age
- --------------------------------
"Normal Retirement Age" means age 65.
38
45
24.25. Normal Retirement Date
- ---------------------------------
"Normal Retirement Date" means the first day of the month coincident
with or following the date on which the Participant attains Normal Retirement
Age; provided, however, that this Plan shall not be interpreted to require that
a Participant retire prior to attaining any specific age.
24.26. One-Year Break in Service
- ------------------------------------
"One-Year Break in Service" means, for eligibility and vesting
purposes, a Plan Year during which a Participant has not completed more than
500 Hours of Service.
24.27. Participant
- ----------------------
"Participant" means either (a) an Employee who is participating in
the Plan in accordance with Section 1.01 for whom Accounts are being
maintained; or (b) a former Employee for whom Accounts are being maintained.
24.28. Plan
- ---------------
"Plan" means the Bridgeport Savings and Loan Association Employee
Stock Ownership Plan as in effect from time to time.
24.29. Plan Administrator
- -----------------------------
"Plan Administrator" means an administrative committee appointed by
Ohio State Financial Services, Inc. to administer this Plan pursuant to Section
15 or, if no such appointment is made, Ohio State Financial Securities, Inc.
24.30. Plan Year
- --------------------
"Plan Year" means the fiscal year of the Plan which begins each
January l and ends each December 31.
24.31. Projected Annual Benefit
- -----------------------------------
"Projected Annual Benefit" means the annual benefit to which the
Participant would be entitled under all Employer sponsored defined benefit
plans, assuming that the Participant
39
46
continues employment until his Normal Retirement Date, that the Participant's
Compensation continues until his Normal Retirement Date at the rate in effect
during the current calendar year and that all other factors relevant for
determining benefits under the plans remain constant at the level in effect
during the current calendar year.
24.32. Spouse or Surviving Spouse
- -------------------------------------
"Spouse" or "Surviving Spouse" means an individual who is legally
married to the Participant, provided that an individual who was formerly
married to the Participant will be treated as the Spouse or Surviving Spouse to
the extent provided under a qualified domestic relations order as described in
Section 414(p) of the Code.
24.33. Trust Agreement
- --------------------------
"Trust Agreement" means the agreement, and any amendments made
thereto, by and between the Employer and the Trustee for the management,
investment and disbursement of funds held in the Trust Fund.
24.34. Trust Fund
- ---------------------
"Trust Fund" means the fund established pursuant to the terms of the
Trust Agreement.
24.35. Trustee
- ------------------
"Trustee" means the bank, trust company and/or individual or
individuals designated by the Employer to hold and invest the Trust Fund and to
pay benefits and expenses as authorized by the Plan Administrator in accordance
with the terms and provisions of the agreement by and between the Employer and
such bank, trust company and/or individual or individuals.
24.36. Valuation Date
- -------------------------
"Valuation Date" means the last day of each Plan Year and any other
date fixed by the Plan Administrator for the valuation of assets and
adjustments of individual Accounts.
40
47
24.37. Year of Service
- --------------------------
"Year of Service" means a Plan Year during which a Participant is,
and each Plan Year prior to the Effective Date during which such Participant
was, a Full-Time Employee of the Employer, or a Full-Time Employee of an
Affiliate which is not a participating employer in the Plan.
IN WITNESS WHEREOF, the undersigned has caused this Plan to be
executed by its duly authorized officer effective as of the Effective Date.
OHIO STATE FINANCIAL SERVICES, INC.
By:________________________________
Name (Print):______________________
Title:_____________________________
Date:_____________________
41
48
BRIDGEPORT SAVINGS AND LOAN ASSOCATION
--------------------------------------
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
-----------------------------------
Effective August 1, 1997
49
BRIDGEPORT SAVINGS AND LOAN ASSOCIATION
---------------------------------------
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
-----------------------------------
TABLE OF CONTENTS
-----------------
ARTICLE I - NAME OF TRUST 1
- ---------
ARTICLE II - CONTRIBUTIONS TO THE TRUST FUND 2
- ----------
ARTICLE III - PAYMENTS FROM THE TRUST FUND 3
- -----------
ARTICLE IV - INVESTMENT OF THE TRUST FUND 3
- ----------
ARTICLE V - POWERS OF THE TRUSTEE 5
- ---------
ARTICLE VI - ADMINISTRATIVE PROVISIONS 9
- ----------
ARTICLE VII - SUBSTITUTION OF TRUSTEE 12
- -----------
ARTICLE VIII - AMENDMENT AND TERMINATION 14
- ------------
ARTICLE IX - MISCELLANEOUS PROVISIONS 14
- ----------
50
BRIDGEPORT SAVINGS AND LOAN ASSOCIATION
---------------------------------------
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
-----------------------------------
THIS AGREEMENT made and entered into this ___ day of ______, 1997,
by and between Ohio State Financial Services, Inc. (hereinafter referred to as
the "Employer"), and ____________________, as trustee (hereinafter "Trustee");
W I T N E S S E T H:
WHEREAS, effective as of August 1, 1997 the Employer adopted and
established an employee stock ownership plan, called the Bridgeport Savings and
Loan Association Employee Stock Ownership Plan (the "Plan"); and
WHEREAS, it is necessary, under applicable law, to establish a trust
(hereinafter the "Trust") to hold the assets of the Plan; and
WHEREAS, the Employer desires to enter into an agreement with the
Trustee to provide for the investment of the assets of the Trust and for the
payment of benefits from the Trust;
NOW, THEREFORE, in consideration of the mutual undertakings of the
parties hereto, it is hereby agreed as follows:
ARTICLE I
---------
NAME OF TRUST
-------------
1. This Agreement and the Trust it evidences shall be known as the
Bridgeport Savings and Loan Association Employee Stock Ownership Plan Trust
(which trust agreement, as hereinafter set forth and as it may hereafter be
amended, is referred to herein as the "Agreement" or the "Trust Agreement"),
and the provisions hereof are intended to implement on and after the effective
date the provisions of the Plan.
2. The Plan, and any future amendments thereto, shall form a part of
this Trust Agreement, and any amendments hereto, in the same manner as if all
terms and provisions thereof were copied
51
herein in detail; the terms and provisions of this Trust Agreement, and any
amendments hereto, shall form a part of the Plan, as from time to time amended,
in the same manner as if the same were copied in the Plan in detail.
3. The Trust Agreement is effective as of August 1, 1997.
4. The Trustee is authorized to accept all funds or property
designated to be held under the terms of this Trust Agreement. By execution of
this Trust Agreement, the Trustee acknowledges its acceptance as Trustee
hereunder and accepts the provisions hereof and agrees to hold and administer
all the moneys and other property which, on the effective date hereof, comprise
the assets of the Trust Fund as well as any property hereafter received by it
for the uses and purposes herein expressed.
ARTICLE II
----------
CONTRIBUTIONS TO THE TRUST FUND
-------------------------------
1. Subject to the provisions of Article VIII hereof, the Employer,
on behalf of itself and its employees, intends (but is not required), from time
to time, to deliver or cause to be delivered to the Trustee such amounts of
cash, Employer Shares (as defined in the Plan) and other property acceptable to
the Trustee as the Employer, in its sole discretion, deems necessary to comply
with the provisions of the Plan. All such amounts received by the Trustee from
the Employer shall constitute one common trust fund. Unless the context clearly
applies or indicates the contrary, as used herein, the term "Trust Fund"
comprises all property of every kind held by the Trustee, from time to time,
pursuant to this Trust Agreement. The Trustee shall have no duty, expressed or
implied, to compel any payment to be made to it by the Employer or otherwise be
responsible for the adequacy of the Trust Fund to meet and discharge any
liabilities under the Plan and shall be accountable only for cash and other
property actually received by it.
2. All contributions to the Plan are made subject to continuing
qualification of the Plan and, any provisions of the Plan or this Trust
Agreement to the contrary notwithstanding, the Employer, by delivering to the
Trustee written notification
2
52
specifying the circumstances which warrant the return of contributions, may
direct the Trustee to return contributions to the Employer in all circumstances
permitted under Section 409(j) of the Internal Revenue Code of 1986, as amended
(the "Code"). In any such event, the Trustee shall return to the Employer,
within the time frame specified in Section 409(j)(3) of the Code, the market
value of the subject contributions.
ARTICLE III
-----------
PAYMENTS FROM THE TRUST FUND
----------------------------
1. Payments shall be made from the Trust Fund by the Trustee to such
persons, in such manner, at such times and in such amounts as the Plan
Administrator (as defined in the Plan) may from time to time direct in writing;
provided, however, that the Trustee may withhold compliance with the Plan
Administrator's direction to the extent that, and so long as, the Trustee shall
deem such withholding necessary to insure payment of the Trustee's expenses.
2. The Plan Administrator may direct the Trustee to make payments to
a paying agent or agents or to the Employer itself as paying agent.
3. The Plan Administrator shall furnish the Trustee with all
necessary factual information required by it to perform its duties as Trustee
hereunder, and the Trustee shall not be required to verify the facts so
furnished by the Plan Administrator. The Trustee, in following the directions
of the Plan Administrator, is authorized to act upon instructions of the Plan
Administrator or of any individual that the Employer shall designate in
writing.
ARTICLE IV
----------
INVESTMENT OF THE TRUST FUND
----------------------------
1. The Trust Fund, except such estimated amounts as in the opinion
of the Trustee are required for current payments and expenses, shall be
invested and reinvested by the Trustee without distinction between principal
and income primarily in qualifying
3
53
employer securities, as defined in Section 4975(e)(8) of the Code.
2. To the extent that qualifying employer securities are not
available at a favorable price, the Trustee is authorized to invest and
reinvest any portion of the Trust Fund which is not invested in qualifying
employer securities in such bonds; notes; debentures; mortgages; mutual funds;
investment trust certificates; preferred or common stock; real estate; savings
and loan accounts; insurance policies on the lives of participants in the Plan
payable to the Trust; or in such property, real, personal or mixed, either
within or without the state comprising the situs of the Trust, unless
specifically prohibited by law or by the provisions of this Trust Agreement.
All or any part of the Trust Fund may be invested in deposits which bear a
reasonable interest rate in a bank or similar financial institution which is
supervised by the United States or of any state thereof; and the Trustee may
hold any reasonable portion of the Trust Fund in overnight accounts pending
investment or payment of expenses or benefits. The Trustee may, to the extent
it deems it advisable, invest in a common or collective trust fund or pooled
investment fund, including any common trust fund for qualified employee benefit
trusts, maintained by any bank or trust company in the United States which is
supervised by a state or federal agency. During such period of time as an
investment in any such common trust fund shall exist, the Declaration of Trust
of such fund shall constitute a part of this Trust Agreement.
3. The Trustee shall have the right, to the extent permissible under
applicable law, to (a) purchase, sell, exchange and retain preferred or common
stocks or other marketable obligations consisting of bonds, debentures, notes
or certificates, or other evidences of indebtedness, issued by the Employer or
by any "affiliate" [within the meaning of Section 407(d)(7) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")]; and (b) acquire
and hold parcels of real property (and related personal property) which is
leased, or is to be leased, to the Employer or to an "affiliate" [within the
meaning of Section 407(d)(7) of ERISA]. Notwithstanding the foregoing, the
Trustee shall not have the right to invest any Employer Shares held by it which
are either allocated to the accounts of participants, or acquired pursuant to a
loan and held in an unallocated account.
4
54
4. The Plan Administrator may appoint one or more Investment
Managers to exercise full investment management authority with respect to all
or a portion of the assets of the Trust Fund and to authorize payment of the
fees and expenses of such Investment Manager from the assets of the Trust Fund.
In the event the Plan Administrator exercises this right, it shall certify to
the Trustee and such Investment Manager the scope of the duties and
responsibilities of the Investment Manager. Such Investment Manager shall be
either (a) registered as an investment advisor under the Investment Advisors
Act of 1940; (b) a bank, as defined in the Investment Advisors Act of 1940; or
(c) an insurance company qualified to manage, acquire or dispose of Plan assets
under the laws of more than one state. Upon its appointment, the Investment
Manager shall certify and acknowledge in writing to the Plan Administrator and
the Trustee that it has a copy of the Trust Agreement and the Plan, that it is
a fiduciary with respect to such Plan and Trust and that it has assumed the
duties and responsibilities conferred upon it by the Plan Administrator. The
duties, responsibilities and authority of any such Investment Manager may be
revoked or modified by the Plan Administrator at any time by written notice to
such Investment Manager and to the Trustee. Any Investment Manager duly
appointed and authorized by the Plan Administrator shall, during the period of
its appointment, possess fully and absolutely those powers, rights and duties
of the Trustee (to the extent delegated by the Plan Administrator and to the
extent permissible under the terms of this Trust Agreement) with respect to the
investment or reinvestment of that portion of the Trust Fund over which such
Investment Manager has investment management authority. During any period of
time when such Investment Manager is so appointed and serving, and with respect
to those assets of the Trust Fund over which such Investment Manager exercises
investment management authority, the Trustee's responsibility shall be limited
to holding such assets as a custodian, providing accounting services,
disbursing benefits as authorized and executing such investment instructions
only as directed by such Investment Manager. Any certificates or other
instruments duly signed by such Investment Manager (or the authorized
representative of such Investment Manager), purporting to evidence any
instruction, direction or order of such Investment Manager with respect to the
investment of those assets of the Plan over which the Investment Manager has
investment management authority shall be accepted by the Trustee as conclusive
proof thereof. The Trustee shall also be fully protected in acting in good
faith upon any notice, instruction, direction, order, certificate, opinion,
letter,
5
55
telegram or other document believed by the Trustee to be genuine and to be by
such Investment Manager (or the authorized representative of such Investment
Manager). Unless the Trustee participates knowingly in, or knowingly undertakes
to conceal, an act or omission of an investment manager, knowing such act or
omission to be a breach of the fiduciary responsibility of the Investment
Manager with respect to the Plan, the Trustee shall not be liable for any act
or omission of an Investment Manager and shall not be under any obligation to
invest or otherwise manage the assets of the Plan that are the subject of the
management of the Investment Manager.
ARTICLE V
---------
POWERS OF THE TRUSTEE
---------------------
1. Subject to any limitations imposed under Article IV, the Trustee is
authorized and empowered:
(a) to sell, exchange, convey, transfer or dispose of and
also to grant options with respect to any property,
whether real or personal at any time held by it; and
any sale may be made by private contract or by public
auction and no person dealing with the Trustee shall
be bound to see to the application of the purchase
money or to inquire into the validity, expediency or
propriety of any such sale or other disposition;
(b) to retain, manage, operate, repair and improve and to
mortgage or lease for any period and on such terms as
the Trustee shall deem proper any real estate or
personal property held by the Trustee, including
power to demolish any buildings or other improvements
in whole or in part and to erect buildings or other
improvements and to make leases that may extend
beyond the term of the Trust; and to foreclose,
extend, renew, assign, release or partially release
and discharge mortgages or other liens;
(c) to compromise, compound and settle any debt or
obligation due from third persons to it, or to third
persons from it as Trustee hereunder, and to
6
56
reduce the rate of interest on, to extend or
otherwise to modify or to foreclose upon default or
otherwise to enforce such obligation;
(d) except as otherwise provided in Section 20 of the
Plan, (i) to vote in person or by proxy, with or
within power of substitution, on any stocks, bonds or
other securities held by it; (ii) to exercise any
options appurtenant to any stocks, bonds or other
securities for the conversion thereof into other
stocks, bonds or securities or to exercise any rights
to subscribe for additional stocks, bonds or other
securities and to make any and all necessary payments
thereof; (iii) to join in, dissent from or oppose the
reorganization, recapitalization, consolidation, sale
or merger of corporations or properties in which it
may be interested as Trustee, upon such terms and
conditions as it may deem wise; and (iv) to accept
any securities which may be issued upon any such
reorganization, recapitalization, consolidation, sale
or merger and thereafter to hold the same;
(e) to make, execute, acknowledge and deliver any and all
deeds, leases, assignments, documents of transfer and
conveyance, documents of release and satisfaction and
any and all other instruments that may be necessary
or appropriate to carry out the powers herein
granted;
(f) to write covered call options for the purchase of
securities held in the Trust and to enter into
closing purchase transactions for the purpose of
terminating same to acquire and dispose of any call
option and any put option and to grant options
involving disposition of any Trust asset or to take
options for the acquisition by the trust estate of
any asset;
(g) to enforce any right, obligation or claim in its
discretion and in general to protect in any way the
interest of the Trust Fund, either before or after
default; and, in any case, it shall consider such
action for the best interest of the Trust Fund, to
abstain from the enforcement of any
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right, obligation or claim; to abandon any property,
whether real or personal, which at any time may be
held by it;
(h) to borrow, or raise moneys, from the Employer or other
sources, at a reasonable rate of interest, for the
purposes of the Trust Fund, as it may deem advisable,
and in particular, to borrow money to purchase
qualifying employer securities; and for any sums so
borrowed to issue its promissory note as Trustee and
to secure the repayment thereof by mortgaging or
pledging only the assets purchased with the borrowed
funds. Loans entered into pursuant to this subsection
shall accrue interest at a reasonable rate and shall
be repaid within a definite period, as set forth in
the loan agreement. Proceeds obtained from a loan
entered into pursuant to this subsection may be used
only to acquire qualifying employer securities, repay
the loan, or repay a prior loan entered into pursuant
to this subsection. No lender shall have recourse
against the Trust Fund except with respect to such
assets as the Trustee mortgages or pledges. The
Trustee shall repay such loans only from Employer
contributions and Trust Fund earnings. Upon the
Trustee's payment of any portion of the balance due on
a loan, the assets originally pledged by it as
collateral for such portion shall be released from
encumbrance, and any released securities shall be
allocated in the manner described in the Plan. No
person lending money to the Trustee shall be bound to
see to the application of the money loaned or to
inquire into the validity, expedience or propriety of
any such borrowing;
(i) to cause any investment in the Trust Fund to be
registered in or transferred into its name as Trustee
or the name or names of his nominee or nominees, or to
retain them unregistered or in form permitting
transferability by delivery, but the books and records
of the Trustee shall at all times show that all such
investments are part of the Trust Fund;
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(j) to acquire property returning no income or slight
income or to retain any such property so long as the
Trustee shall deem advisable;
(k) to consult with counsel, who may be counsel to the
Trustee or the Employer, and in so doing shall be
fully protected in acting upon the advice of such
counsel;
(l) to continue to exercise any powers and discretion
herein granted for a reasonable time after the
termination of the Trust;
(m) to utilize the facilities of any bank as a depository;
and
(n) to perform all acts which it may deem necessary or
proper and to exercise any and all powers of the
Trustee under this Agreement upon such terms and
conditions as it may deem for the best interest of the
Trust Fund.
2. In addition to the powers and authorities herein elsewhere granted,
except as herein expressly provided otherwise, the Trustee shall have the
powers, authorities and discretions set forth in the laws of the state
comprising the situs of the Trust insofar as applicable hereto. The powers and
authorities granted to the Trustee shall not be limited by the fact that such
Trustee may be a bank or other financial institution; and no Trustee duly
appointed, qualified and acting hereunder shall be subject to limitations or
restrictions imposed upon a bank or other financial institution or upon
fiduciaries generally with respect to the type of investment any such
institution or trustee may make of its own funds or the funds of others except
to the extent expressly provided herein or by law. Specifically, such Trustee
may retain, acquire or otherwise deal in stock for which it is registrar,
transfer agent or the like; may deposit Trust funds with itself as Trustee and
as a bank; may contract or otherwise enter into transactions between itself as
Trustee and as a bank or between itself as Trustee and any other institution for
which it then, theretofore, or thereafter may be acting as Trustee, unless
specifically prohibited by law.
3. The Trustee may not maintain the indicia of ownership of any assets
of the Trust Fund outside the jurisdiction of the
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district courts of the United States, except to the extent otherwise expressly
permitted by law.
ARTICLE VI
----------
ADMINISTRATIVE PROVISIONS
-------------------------
1. The Trustee shall maintain, with respect to the Employer, true and
accurate records and accounts reflecting all receipts and disbursements made by
it pursuant to this Trust Agreement and containing a description of all assets
from time to time held by it hereunder. Such records and accounts shall be open
to the inspection of the Employer and the Plan Administrator at all reasonable
times and may be audited from time to time by such person or persons as the
Employer or the Plan Administrator may designate. Within 90 days after the end
of each fiscal year, and at such other times as the Employer or Plan
Administrator may request in writing, the Trustee shall deliver to the Employer
or Plan Administrator a report and account in writing, covering the period from
the last previous report and account, in such form and detail as the Employer
or Plan Administrator may reasonably request; and the approval of any such
report and account by the Employer or Plan Administrator shall be a full
acquittance and discharge of the Trustee with respect to the matters therein
set forth. Upon the expiration of 120 days from the date of filing such annual
or other report and account, or upon the earlier specific approval thereof as
provided above, the Trustee shall be forever released and discharged from all
liability and accountability, except for actual fraud or a breach of fiduciary
responsibility by failure to abide by the terms of this Trust Agreement, to
anyone with respect to the propriety of its acts and transactions shown in such
report and account except with respect to any such acts or transactions as to
which the Employer or Plan Administrator shall within such 120-day period file
written objections with the Trustee. Nothing herein contained, however, shall
be deemed to preclude the Trustee from its right to have its accounts
judicially settled by a court of competent jurisdiction, in which event, only
the Trustee and the Employer shall be necessary parties.
2. The Trustee may employ such agents, attorneys (who may be counsel
for the Trustee), auditors, clerical and other assistants as, in its judgment,
may be necessary or desirable for the proper administration of the Trust Fund
and to advise the
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Trustee hereunder and may delegate to any person so employed any ministerial
power of duty of the Trustee.
3. The Trustee may institute, maintain or defend any litigation
necessary in connection with the administration of the Trust Fund, provided the
Trustee shall be under no duty or obligation to do so unless it shall have been
indemnified to its satisfaction against all expenses and liabilities which it
may sustain or reasonably anticipate by reason thereof. The Trustee shall
notify the Employer in writing before instituting, or commencing the defense,
of any such litigation.
4. All expenses of administering the Plan and Trust, including,
without limitation, the Trustee's compensation (to be agreed upon, from time to
time, between the Employer and Trustee) and expenses, Investment Managers' fees
and expenses and legal, accounting and other professional fees and expenses
incurred in connection with the Plan or the Trust, shall be paid from the Trust
fund, unless otherwise paid by the Employer. Notwithstanding any provision
contained herein, to the extent that any Trustee serving under this Agreement
is an employee of the Employer, he shall receive no compensation (other than
the reimbursement of his expenses) for serving as Trustee.
5. No person shall be obliged to see to the application of any money
or property delivered to the Trustee, nor shall any such person be required to
take cognizance of the provisions of this Trust Agreement. The certificate of
the Trustee, duly executed, may be received by any person dealing with the
Trustee as conclusive evidence of any matter relating to this Agreement or the
administration thereof. In general, each person dealing with the Trustee may
act upon any advice, request or representation in writing by the Trustee, or
the Trustee's duly authorized agent, and shall not be liable to any person in
so doing. In case of doubt as to whether the Trustee has or has not been
granted a specific power not enumerated hereunder, the certificate of the
Trustee that the exercise of such power is necessary or desirable for the
proper administration or distribution of the Trust Fund shall be conclusive
upon all persons dealing with the Trustee to the same extent as if such power
had been specifically granted to the Trustee.
6. If the assets held by the Trustee hereunder, or any benefits
payable by the Trustee hereunder, shall become liable for the payment of any
estate, inheritance or income tax, which,
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in the Trustee's opinion, it shall be or may be required to pay, the Trustee
shall have full power and authority to pay such tax out of any moneys or other
property in its hands for the account of the person whose interests hereunder
are liable for such tax; but, at least ten calendar days prior to making any
such payment, the Trustee shall mail a notice to the Employer or Plan
Administrator of its intention to make such payment. The Trustee also, prior to
making any payment to any beneficiary hereunder, may require such releases or
other documents from any lawful, taxing authority and may require such
indemnity from such beneficiary as it shall deem necessary for its protection.
7. The Employer or Plan Administrator shall furnish to the Trustee all
the information necessary for the Trustee to carry out the purposes of the
Trust Agreement. This information shall include information relative to the
liquidity needs of the Plan and other information regarding the Plan and its
participants that the Trustee may regard as necessary to carry out its
functions.
8. The Trustee shall not be liable for its action in making payment or
delivery of any cash or other property to any person at the direction of the
Employer or Plan Administrator; and, in the event of litigation, actual or
threatened, the Trustee shall not be liable for declining to make delivery
thereof until final adjudication shall have been made by a court of competent
jurisdiction or by agreement of the parties. All costs and expenses of such
litigation shall be paid by the Employer.
9. The Trustee shall be under no duty to inquire into any rule,
regulation, instruction, direction or order purporting to have been issued by
the Employer or Plan Administrator and to be duly signed by an authorized
officer of the Employer or by any other individual designated by the Employer
as authorized to instruct the Trustee; and any certificate duly signed by an
authorized officer or such individual purporting to evidence any such
instruction, direction or order shall be accepted by the Trustee as conclusive
proof thereof. The Trustee shall also be fully protected in acting in good
faith upon any notice, resolution, instruction, direction, order, certificate,
opinion, letter, telegram or other document or communication believed by the
Trustee to be genuine and to be the act of the Employer or Plan Administrator.
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10. The Trustee shall discharge its duties with respect to the Trust
Fund solely in the interest of the participants and beneficiaries of the Plan
for the exclusive purpose of providing benefits to such participants and
beneficiaries and defraying reasonable expenses in administering the Plan with
respect to which the Trust Fund is established and maintained.
11. The Employer intends that the Trust herein established for the
purpose of implementing the Plan shall qualify under Sections 401 and 501 of
the Code; and until advised to the contrary in writing, the Trustee may assume
that the Trust is so qualified and is entitled to the exemption from taxes
provided for in said sections.
12. No bond shall ever be required of any Trustee, successor Trustee
or ancillary Trustee duly appointed and acting hereunder, except such bond as
may be required by any applicable law or statute of the United States,
including, without limitation, ERISA, or of any state having appropriate
jurisdiction, which required bond may not under such law or statute be waived
by the parties to this Agreement. If requested by the Employer, Trustee shall
from time to time deliver to the Employer copies of Trustee's then most current
audited financial statements.
13. The Trustee shall discharge its duties under this Trust Agreement:
(a) with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in
a like capacity and familiar with such matters would use
in the conduct of an enterprise of a like character and
with like aims;
(b) by diversifying the investments of the Plan so as to
minimize the risk of large losses, unless under the
circumstances it is clearly prudent not to do so; and
(c) in accordance with the provisions of this Trust Agreement
insofar as they are consistent with the provisions of
ERISA, as the same may be from time to time amended; but
the duties and obligations of the Trustee shall be limited
to those expressly imposed upon it by this Trust Agreement
and any
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other agreement to which it is a party, notwithstanding
any reference herein to the Plan.
ARTICLE VII
-----------
SUBSTITUTION OF TRUSTEE
-----------------------
1. The Trustee shall serve until a successor Trustee shall be named by
the board of directors of the Employer or until its resignation, death,
incapacity or removal, in which event such board of directors shall name a
successor. A Trustee otherwise eligible to participate in the Plan and Trust
shall not be excluded on the ground that it is a Trustee. The word "Trustee" as
used herein shall include the original and any successor Trustee or Trustees.
2. The Trustee may resign at any time upon giving 30 days' prior
written notice to the Employer or, with the consent of the board of directors
of the Employer, the Trustee may resign with less than 30 days' prior written
notice.
3. The board of directors of the Employer may remove the Trustee by
giving at least 30 days' prior written notice to the Trustee.
4. Upon such removal or resignation of the Trustee, the board of
directors of the Employer shall appoint and designate a successor Trustee which
shall be one or more individual successor Trustees or a corporate Trustee
organized under the laws of the United States or of any state thereof with
authority to accept and execute trusts. Any successor Trustee must accept and
acknowledge in writing its appointment as a successor Trustee before it can act
in such capacity.
5. Title to all property and records or true copies of such records
necessary to the current operation of the Trust Fund held by the Trustee
hereunder shall vest in any successor Trustee acting pursuant to the provisions
hereof, without the execution or filing of any further instrument. Any
resigning or removed Trustee shall execute all instruments and do all acts
necessary to vest such title in any successor Trustee of record. Each successor
Trustee shall have, exercise and enjoy all the powers, both discretionary and
ministerial, herein conferred upon its predecessor. No successor Trustee shall
be obliged to examine
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the accounts, records and acts of any previous Trustee; and each successor
Trustee in no way or manner shall be responsible for any action or omission to
act on the part of any previous Trustee.
6. Any corporation resulting from any merger or consolidation to which
the Trustee may be a party or succeeding to the Trust Business of the Trustee
or to which substantially all of the Trust Assets of the Trustee may be
transferred shall be the successor to the Trustee hereunder without any further
act or formality with like effect as if such successor Trustee had originally
been named Trustee herein; and, in any such event, it shall not be necessary
for the Trustee or any successor Trustee to give notice thereof to any person;
and any requirement, statutory or otherwise, that notice shall be given is
hereby waived.
ARTICLE VIII
------------
AMENDMENT AND TERMINATION
-------------------------
1. This Trust Agreement may be amended from time to time in any
respect whatsoever by resolution of the Employer specifying such amendment,
subject to the following limitations:
(a) Under no condition shall such amendment or amendments
result in or permit the return or repayment to the
Employer of any property held or acquired by the Trustee
hereunder, or the proceeds thereof, or result in or permit
the distribution of any such property for the benefit of
anyone other than employees of the Employer who are
beneficiaries under the Plan, except to the extent
provided for by Paragraph 2 of Article II.
(b) Such amendment or amendments shall not increase the duties
or responsibilities of the Trustee hereunder without its
written consent.
The Employer or Plan Administrator shall deliver a copy of each amendment to
this Trust Agreement to the Trustee within 90 days of such amendment.
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2. This Trust Agreement and the Trust may be terminated by the
Employer at any time by delivering to the Trustee evidence of the formal action
specifying that (a) the Plan is being terminated; or (b) contributions
thereunder are being discontinued. This Agreement and Trust shall automatically
terminate when no cash or other property remains in the Trust.
3. Nothing in this Agreement and Trust shall be construed to prevent
the Employer from suspending contributions to the Trust for any period
whatsoever or permanently; but such a suspension, whether temporary or
permanent, shall not of itself terminate the Trust.
ARTICLE IX
----------
MISCELLANEOUS PROVISIONS
------------------------
1. Except to the extent that this provision may not be legally waived,
no personal liability whatever shall attach to or be incurred by any
stockholder, officer, director or employee, as such, of the Employer, under or
by reason of the terms or conditions contained in or implied from this Trust
Agreement. The duties, obligations and rights of the Trustee shall be limited
to and by the provisions of this Trust Agreement, notwithstanding any reference
herein to the Plan; provided, however, the Employer agrees to deliver to the
Trustee a copy of each amendment to the Plan within 90 days of the date of such
amendment.
2. No benefits or beneficial interest provided for hereunder or under
the Plan shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, either voluntary or
involuntary, except as otherwise provided by federal law; and any attempt to so
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the
same shall be null and void; neither shall such benefits or beneficial interest
be liable for or subject to the debts, contracts, liabilities, engagements or
torts of any person to whom such benefits or funds are payable.
3. The Employer shall have no beneficial interest in the Trust Fund or
any part thereof; and no part of the Trust Fund shall ever revert or be repaid
to the Employer, either directly or indirectly, except as provided in Paragraph
2 of Article II hereof.
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4. Unless superseded by federal law, the laws of the State of Ohio
shall govern, control and determine all questions arising with respect to the
Trust Fund and interpretation and validity of the provisions of this Agreement.
In the event any provision or provisions of this Agreement shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions of this agreement but shall be fully severable,
and the agreement shall be construed and enforced as if said illegal or invalid
provision or provisions had never been inserted herein.
5. Words and phrases are used interchangeably in the Plan and this
Trust Agreement and a word, term or phrase defined in either is similarly
defined for the purposes of the other. The terms "agreement," "herein,"
"hereunder" and similar terms refer to this Trust Agreement, including the Plan
which is made a part hereof, unless otherwise qualified by the context.
6. This Trust Agreement shall be binding upon persons who are entitled
to any benefits hereunder, their heirs and legal representatives and upon the
Employer, the Trustee and its respective successors and assigns.
7. This Trust Agreement may be executed in any number of counterparts,
each of which shall be an original, and all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, Ohio State Financial Services, Inc., as
the Employer, and _____________________________, as Trustee, have caused these
presents to be executed as of the day and year first above written.
ATTEST: OHIO STATE FINANCIAL SERVICES, INC.
________________________ By: _____________________________
________________________ Its: _____________________________
ATTEST: ___________________________________
________________________ By: ______________________________
________________________ Its: ______________________________
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