COMMUNITY FIRST BANKING COMPANY DRAFT
EMPLOYEE STOCK OWNERSHIP PLAN 3/14/97
TRUST AGREEMENT
THIS TRUST AGREEMENT is made as of the ____ day of ____________, 1997, by
and between COMMUNITY FIRST BANKING COMPANY, a bank organized and existing under
the laws of the State of Georgia (hereinafter referred to as the "Primary
Sponsor"); Carrollton Federal Bank, FSB, each other Affiliate or other entity
adopting the Community First Banking Company Employee Stock Ownership Plan (the
"Plan"), as provided therein (the Primary Sponsor, and each such other Affiliate
or other entity being hereinafter sometimes individually referred to as a "Plan
Sponsor"); and ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇.
▇▇▇▇▇, (hereinafter collectively referred to as the "Trustee");
W I T N E S S E T H:
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WHEREAS, the Primary Sponsor has established the Plan which is intended to
qualify as an employee stock ownership plan, within the meaning of Section
4975(e)(7) of the Internal Revenue Code of 1986; and
WHEREAS, the Primary Sponsor and the Trustee desire to enter into this
Trust Agreement for the purpose of confirming the terms and conditions of the
Trustee's appointment as trustee of the Plan;
NOW, THEREFORE, the Primary Sponsor and the Trustee do hereby enter into
this Trust Agreement, effective as of the date first set forth above, which
shall read as follows:
SECTION I.
DEFINITIONS
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All terms and definitions contained in the Plan are hereby incorporated in
the Trust Agreement by reference except to the extent that the terms of the
Trust Agreement clearly indicate to the contrary.
SECTION II.
THE FUND
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The Primary Sponsor hereby establishes the Fund with the Trustee. Each Plan
Sponsor which adopts the Plan and this Trust Agreement may make its contribution
to the Fund. The Fund shall include the total amount at any given time of
Company Stock, property and cash transferred to the Trustee, as adjusted
for net income or net loss, and shall be held, managed
and administered by the Trustee in trust in accordance with the provisions of
the Plan and of the Trust Agreement without distinction between principal and
income. At no time shall any part of the Fund be used for or diverted to
purposes other than the exclusive benefit of the Members or their Beneficiaries,
subject, however, to the payment of taxes and administrative expenses and to the
return of contributions to a Plan Sponsor under the specific conditions set
forth in the Plan.
SECTION III.
MAINTENANCE OF AND DISTRIBUTIONS FROM ACCOUNTS
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(a) The Plan Administrator shall maintain Accounts and appropriate
subaccounts in accordance with the Plan.
(b) A written notice to the Trustee, to the extent authorized in and given
in accordance with the terms and conditions of the Plan, is the notice of the
person giving it, and the Trustee may rely upon the notice and the authenticity
and genuineness thereof and of the signatures thereon, and the authority of the
person or persons executing and delivering it, without making inquiry in regard
thereto. The Trustee is not charged with any notice whatsoever unless given in
accordance with the Plan, including, without limitation, notification of any
changes in the identity or authority of any Fiduciary (other than the Trustee)
or any other person acting in regard to the Plan.
(c) Persons authorized to give directions to the Trustee on behalf of the
Plan Administrator shall be identified to the Trustee by written notice from the
Primary Sponsor and such notice shall contain specimens of the authorized
signatures. The Trustee shall be entitled to rely upon such written notice as
evidence of the written identity and authority of the person(s) appointed until
a written cancellation of the appointment is received by the Trustee.
(d) The Trustee shall from time to time, on the written direction of the
Plan Administrator, or such other means of direction as mutually agreed upon by
the Trustee and the Plan Administrator, make payments or distributions out of
the Fund to persons in the manner and in the amounts as may be specified in the
directions of the Plan Administrator, and upon any payments being made, the
amount thereof shall no longer constitute a part of the Fund. The Plan
Administrator assumes all responsibility with respect to all directions and the
application of payments or distributions. The Trustee is under no duty to
enforce payments of any contributions to the Fund.
(e) In the event that any payment ordered by the Plan Administrator is
mailed by the Trustee to a Member or his Beneficiary specified in such order to
the last known address of such person filed with the Plan Administrator and is
then returned to the Trustee because such person cannot be located at such
address, the Trustee shall promptly notify the Plan Administrator. Upon the
expiration of sixty (60) days after such notification the order shall become
void and,
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unless and until a further order is received from the Plan Administrator by the
Trustee with respect to such payment, the Trustee shall thereafter continue to
administer the Fund as if the order had not been made by the Plan Administrator.
The Trustee shall not be obligated to search for or ascertain the whereabouts of
any Member or his Beneficiary.
(f) In the event that any dispute arises as to the persons to whom the
payment of any funds or delivery of any assets shall be made by the Trustee, the
Trustee may withhold payment or delivery until the dispute has been determined
by a court of competent jurisdiction or has been settled by the parties
concerned and may, in its sole discretion, submit the dispute to a court of
competent jurisdiction.
SECTION IV.
INVESTMENTS
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(a) Subject to the provisions of this Section IV and Sections V and VI
hereof and Plan Section 5, the Trustee agrees to invest with the care, skill and
diligence under the circumstances then prevailing that a prudent man acting in
like capacity and familiar with such matters pursuant to the Plan and this Trust
Agreement would use in the conduct of an enterprise of a like character and with
like aims.
(b) The Trustee shall invest the assets of the Plan primarily in shares of
Company Stock, to the extent shares of Company Stock are available.
(c) Since from time to time shares of Company Stock may not be available,
the Trustee, subject to the terms of the Plan and the Trust Agreement and the
provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), shall have the authority to invest and reinvest the principal and
income of the Fund without distinction between principal and income, in
securities or in property, real, personal or mixed and wherever situated,
whether or not productive of income, as the Trustee shall deem advisable, in its
sole discretion. Without limiting the foregoing, the Trustee may purchase,
acquire, obtain, retain, sell, transfer, pledge, hypothecate or encumber common
or preferred stocks, shares of mutual funds, bonds and mortgages, other
evidences of indebtedness, savings accounts or certificates of deposit,
including without limitation, savings accounts or certificates of deposit
established by the Trustee or its affiliates, and group trusts or collective
investment funds, including without limitation, group trusts or collective
investment funds permitted for any retirement plans qualified under Code Section
401(a) maintained by the Trustee or its affiliates and any single trust or group
trust or collective investment fund which may hold securities issued by the
Primary Sponsor or its Affiliates, covered call options, put options, and
financial futures contracts, irrespective of whether the securities or property
are of a character authorized from time to time by applicable state law for
trust investments.
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(d) Notwithstanding any language in the Trust Agreement to the contrary,
the Trustee shall not invest in any securities issued by a Plan Sponsor or any
affiliate (as defined in ERISA Section 407(d)(7)) of a Plan Sponsor unless the
securities are "qualifying employer securities" which means (i) securities of a
Plan Sponsor or any affiliate which are stock, or (ii) a marketable obligation,
as defined in ERISA Section 407(e), of a Plan Sponsor or any affiliate;
provided, however, that in no event is the Trustee required to invest in
qualifying employer securities if the Trustee makes a good faith determination
that the investment would be contrary to ERISA Section 406 or Code Section 4975.
Notwithstanding anything herein to the contrary, the Trustee shall not invest in
any real property leased to or used by a Plan Sponsor or any affiliate of a Plan
Sponsor unless the real property is "qualifying employer real property" which
means parcels of real property and related personal property which are leased to
the Plan Sponsor or to any affiliate and which are geographically dispersed and
are suitable (or adaptable without excessive cost) for more than one use;
provided, however, that in no event is the Trustee required to invest in
qualifying employer real property if the Trustee makes a good faith
determination that the investment would be contrary to ERISA or the Code.
SECTION V.
INVESTMENT MANAGER
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(a) In the event an Investment Manager is designated in accordance with
the provisions of the Plan, the Trustee, at the direction of the Primary
Sponsor, shall either (1) turn over to the Investment Manager for investment all
or a portion of the Fund as is specified in a written direction to the Trustee
from the Primary Sponsor or (2) invest and reinvest all or a portion of the Fund
as is specified in a written direction to the Trustee from the Primary Sponsor
in the manner in which the Investment Manager directs the Trustee in writing. In
either event, whether the Trustee actually gives the Investment Manager
possession of all or any portion of the Fund or is required to invest all or any
portion of the Fund as directed by the Investment Manager, the Trustee shall
have no discretion with respect to the investment or reinvestment of such
portion and shall not be liable for that portion of the Fund invested by or
under the direction of the Investment Manager or for any acts or omissions of
the Investment Manager or for following or for taking or refraining from taking
any action at any direction of the Investment Manager given prior to receipt by
the Trustee of written notice from the Primary Sponsor of revocation of the
designation of the Investment Manager or for the failure of the Investment
Manager to give a direction or for any act or omission in connection with that
failure. The Trustee shall have no responsibility for any assets of the Fund
while in the possession of the Investment Manager or while the assets have not
been returned to the possession of the Trustee, and the Trustee is entitled to
rely upon notice of the designation of an Investment Manager from the Primary
Sponsor until notified in writing by the designating party that the designation
is no longer in effect.
(b) During any period of time in which an Investment Manager directs the
investment of a portion of the Fund, the Trustee shall continue to receive all
securities purchased
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against payment therefor and to deliver all securities sold against receipt of
the proceeds therefrom. Any duly designated Investment Manager, authorized to
direct investments, may from time to time issue orders on behalf of the Trustee
for the purchase or sale of securities directly to a broker or dealer and for
that purpose the Trustee shall, upon request, execute and deliver to the
Investment Manager one or more trading authorizations. Written notification of
the issuance of each order shall be given promptly to the Trustee by the
Investment Manager and the execution of each order shall be confirmed by the
broker to the Investment Manager and to the Trustee. The notification is the
authority of the Trustee to receive securities purchased against payment
therefor and to deliver securities sold against receipt of the proceeds
therefrom, as the case may be. All directions concerning investments of the
Investment Manager shall be signed by the person or persons, acting on behalf of
the Investment Manager as may be duly authorized in writing; provided, however,
that the transmission by the Investment Manager to the Trustee of directions by
photostatic teletransmission with duplicate or facsimile signature or signatures
is considered a delivery in writing of the directions until the Trustee is
notified in writing by the Plan Administrator that the use of devices with
duplicate or facsimile signatures is no longer authorized. Notwithstanding the
preceding, the Investment Manager and the Trustee may enter into agreements for
the confirmation of trades using electronic confirmation procedures. These
electronic confirmations shall be the authority for the Trustee to receive
securities purchased against payment therefor and to deliver securities sold
against receipt of the proceeds therefrom. The Trustee is entitled to rely upon
directions which it receives by such means prior to receipt of notice from the
Plan Administrator that they are no longer authorized, and the Trustee is not
responsible for the consequences of any unauthorized use of a device which use
was not known by the Trustee at the time to be unauthorized.
(c) Notwithstanding any other provision of the Trust Agreement or the
Plan, the Trustee is under no duty to make any review of investments acquired
for the Plan at the direction or order of an Investment Manager or to make any
recommendation with respect to disposing of or continuing to retain any such
investment .
(d) Notwithstanding any other provision of the Trust Agreement or the
Plan, the Trustee has no obligation to determine the existence of any
conversion, redemption, exchange, subscription or other right relating to any
securities purchased, of which notice was given prior to the purchase of the
securities, and has no obligation to exercise any such right unless the Trustee
is informed of its existence by the Investment Manager and is requested in
writing by the Investment Manager to exercise such right within a reasonable
time before the time for the exercise thereof expires. The Trustee shall have no
obligation to vote any proxies attributable to the securities purchased or held
at the direction of or held by or subject to the control of an Investment
Manager and such Investment Manager shall be solely responsible for voting all
such proxies.
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SECTION VI.
INVESTMENT COMMITTEE
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(a) In the event an Investment Committee is designated by the Primary
Sponsor, the Trustee shall, unless the Primary Sponsor shall otherwise direct
the Trustee in writing, invest and reinvest all of the Fund in the manner that
the Investment Committee shall direct the Trustee; provided, however, that the
Trustee shall only be subject to proper directions of the Investment Committee
which are made in accordance with the terms of the Plan and this Trust Agreement
and are not contrary to ERISA.
(b) The Primary Sponsor may direct in writing that only a portion of the
Fund shall be invested and reinvested as the Investment Committee shall direct,
in which case the Trustee shall invest and reinvest the balance of the Fund
pursuant to Section IV hereof, subject to Sections V and VI hereof and Plan
Section 5.
SECTION VII.
TRUSTEE POWERS
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In the administration of the Fund, in addition to, and not in limitation
of, any powers or authority of the Trustee under this Trust Agreement or which
the Trustee may have under applicable law in addition thereto (all such
additional powers and authority being specifically hereby granted to the
Trustee), the Trustee is authorized and empowered to do the following, in its
sole discretion in relation to any portion of the Fund for which it has
investment responsibility or discretion, or as directed, to the extent
investment responsibility or discretion is assigned to an Investment Manager or
the Investment Committee:
(a) To purchase or subscribe for any securities or property, including,
without limitation, shares of mutual funds, and to retain the same in trust;
(b) To sell, exchange, convey, transfer, or otherwise dispose of, any
securities or property held by it, by private contract or at public auction,
with or without advertising, and no person dealing with the Trustee shall be
bound to see to the application of the purchase money;
(c) Subject to the provisions of Plan Section 11, to vote any stocks,
bonds, or other securities, subject however to the provisions of the Plan,
except for those securities held at the direction of an Investment Manager as
described in Section V of the Trust Agreement; to give general or special
proxies or powers of attorney with or without power of substitution; to exercise
any conversion privileges, subscription rights or other options, and to make any
payments incidental thereto; to oppose or to consent to, or otherwise
participate in, corporate reorganizations or other changes affecting corporate
securities, and to delegate discretionary powers, and to pay any assessments or
charges in connection therewith; and generally to exercise
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any of the powers of an owner with regard to stocks, bonds, securities or other
property held as part of the Fund;
(d) To write covered call options and to purchase or sell put options and
financial futures contracts;
(e) To employ and act through suitable agents, accountants, appraisers and
attorneys (who may be counsel for the Trustee) and to pay their reasonable
expenses and compensation;
(f) To borrow or raise moneys for the purposes of the Fund in such
amounts, and upon the terms as the Trustee in its absolute discretion may deem
advisable; and for any sums so borrowed to issue its promissory note as Trustee,
and to secure the repayment thereof by pledging all or any part of the Fund; and
no person lending money to the Trustee shall be bound to see to the application
of the money lent;
(g) To settle, compromise or submit to arbitration any claims, to commence
or defend any suits or legal or administrative proceedings arising or necessary
or appropriate in connection with the Fund, and to represent the Plan and Trust
in all suits and legal and administrative proceedings;
(h) To keep such portions of the Fund in cash or cash balances as the
Trustee may, from time to time, deem to be in the best interest of the Trust, it
being understood that the Trustee shall not be required to pay any interest on
any cash balances; and
(i) To transfer, at any time and from time to time, all or any part of the
Fund, after receiving written approval from the Primary Sponsor, all or any part
of the Fund in one or more group trusts or collective investment funds now
existing or hereafter established (including, without limitation, group trusts
or collective investment funds now or hereafter established by the Trustee)
which contemplate the commingling for investment purposes of the funds therein
with trust assets of other retirement plans qualified under Code Section 401(a)
and established by other businesses, institutions and organizations. To the
extent required by Revenue Ruling 81-100 and to the extent consistent with the
Plan, the terms and provisions of the declaration of trust creating any group
trust or collective investment fund in which all or any part of the Fund is
invested, as in force and effect at the time of the investment and as thereafter
amended, are hereby adopted and made a part hereof, and any part of the Fund so
invested shall be subject to all of the terms and provisions, as in force and
effect at the time of the investment and as thereafter amended, of any
declaration of trust creating the group trust or collective investment fund. The
Trustee shall, after receiving initial written approval from the Primary
Sponsor, from time to time withdraw from the group trust or collective
investment fund all or such part of the Fund as the Trustee shall deem
advisable.
In addition, the Trustee shall have the following powers and authority in
the administration of the Fund, to be exercised in its sole discretion,
regardless of whether an
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Investment Manager or the Investment Committee has been designated to instruct
the Trustee with respect to the investment of any portion of the Fund:
(1) To register any investment held as a part of the Fund in its own
name or in the name of a nominee, and to hold any investment in bearer form
or through or by a central clearing corporation maintained by institutions
active in the national securities markets, but the books and records of the
Trustee shall at all times show that all investments are part of the Fund;
(2) To make, execute, acknowledge and deliver any and all documents
of transfer and conveyance and any and all other instruments or agreements
that may be necessary or appropriate to carry out the powers of the Trustee
under this Trust Agreement or incidental thereto; and
(3) Generally, to do all acts and to execute and deliver all
instruments as in the judgment of the Trustee may be necessary or desirable
to carry out any powers or authority of the Trustee, without advertisement
and without order of court and without having to post bond or make any
returns or report of its doings to any court.
Notwithstanding any other term or condition of the Plan or this Trust
Agreement, the Trustee shall not engage in any transaction with the assets of
the Fund in violation of the provisions of ERISA Section 406.
SECTION VIII.
LIABILITY & INDEMNIFICATION
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(a) The Trustee shall not be responsible for computing or collecting
contributions due under the Plan.
(b) The Trustee in its capacity as trustee shall not be liable for claims
of any persons arising under the Plan; such claims shall be limited to the Fund.
The Trustee shall not be liable to make distributions or payments of any kind
unless sufficient funds are available therefor in the Fund. The Trustee shall be
responsible only for such money and other property as are received by it as
trustee under this Agreement.
(c) The Trustee shall be under no liability for any loss of any kind which
may result by reason of any action taken by it in accordance with any direction
of a Plan Sponsor or the Plan Administrator.
(d) The Primary Sponsor agrees, to the fullest extent permitted by law, to
indemnify and hold harmless the Trustee from and against any and all losses,
claims, damages, liabilities or expenses (including, without limitation, any and
all expenses reasonably incurred in
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investigating, preparing or defending against any litigation or proceeding,
whether civil, criminal, administrative, or investigative, commenced or
threatened), incurred by or imposed on the Trustee and arising either with
respect to the investment in, or any other action taken with respect to, assets
held by the Fund or with respect to the discharge of its duties hereunder;
provided, however, that the Trustee shall not be indemnified or held harmless
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with respect to any losses, claims, damages, liabilities or expenses which arise
from willful misconduct or bad faith by the Trustee.
(e) Communications to the Trustee shall be sent to the Trustee's at the
address the Trustee shall indicate in a written instrument delivered to the Plan
Administrator. Communications to the Plan Administrator, or a Plan Sponsor shall
be sent to the Plan Sponsor's principal office, or to such other address as the
Plan Administrator shall specify in a written instrument delivered to the
Trustee.
(f) If a dispute arises as to the payment of any funds or delivery of any
assets by the Trustee, the Trustee may withhold such payment or delivery until
the dispute is determined by a court of competent jurisdiction or finally
settled in writing by the parties concerned.
SECTION IX.
TRUSTEE COMPENSATION
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(a) The Trustee's compensation and expenses shall be as may be agreed upon
from time to time in a separate written agreement between the Primary Sponsor
and the Trustee. Such compensation and expenses shall be paid from the Fund
unless (1) the Primary Sponsor pays any of such compensation or expenses, or (2)
the payment of such compensation or expenses would constitute a "prohibited
transaction" within the meaning of ERISA Section 406 or Code Section 4975 (in
which event such amounts shall be paid by the Primary Sponsor). In the event the
Primary Sponsor shall fail to pay to the Trustee its compensation and expenses
within ninety (90) days of invoicing of the same to the Primary Sponsor by the
Trustee, the Trustee is authorized to use the assets held by the Trustee under
the Fund to pay its unpaid compensation and expenses. Notwithstanding the
foregoing, no person, if any, who serves as the Trustee and who receives full-
time pay from a Plan Sponsor is entitled to receive any compensation from the
Fund, except for the reimbursement of expenses properly and actually incurred by
that person in his or her role as Trustee.
(b) All taxes of whatever kind or nature that may be levied or assessed
upon the Trust shall be paid from the Fund.
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SECTION X.
TRUSTEE RESPONSIBILITY
----------------------
The Trustee is not responsible for the application, investment or other
disposition of any funds or property held or managed by, or otherwise subject to
direction by, any person other than the Trustee. The Trustee is not responsible
for the application of any funds or property held by it under the Trust
Agreement which have been paid to the Plan Administrator or which have been paid
pursuant to the Plan and this Trust Agreement or as directed by the Plan
Administrator. The Trustee has no responsibility with respect to any
administration of the Plan or the payment of any benefits under the Plan.
SECTION XI.
RECORDKEEPING
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The Trustee shall keep accurate and detailed accounts of all investments,
receipts, disbursements and other transactions pursuant to the Plan relative to
the Fund, and all accounts, books and records relating thereto shall be open to
inspection and audit at all reasonable times by the Plan Administrator. Within
ninety (90) days following the last day of each Plan Year or the receipt of a
Plan Sponsor's contribution, if later, and within ninety (90) days after (a) the
removal or resignation of the Trustee, (b) the death, removal or resignation of
an individual trustee, if any, or (c) the termination of the Trust (hereinafter
the date of an event described in Subsection (a), (b) or (c) of this Section is
referred to as a "Report Date"), the Trustee shall file with the Plan
Administrator a written account setting forth (1) all investments, receipts,
disbursements and other transactions effected by it during such Plan Year or
during the period from the last Valuation Date to the Report Date and (2) the
determination of the Trustee of the net income or net loss of the Fund pursuant
to Plan Section 4 for such Plan Year or during the period from the last
Valuation Date to the Report Date, as the case may be, except that unless the
Report Date is also a Valuation Date, no allocation of net income, net loss,
earnings, gains or losses shall be made to a Member's Account.
SECTION XII.
REMOVAL OR RESIGNATION OF TRUSTEE AND
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AMENDMENT OR TERMINATION OF TRUST
---------------------------------
(a) The Trustee may be removed by the Primary Sponsor at any time upon
thirty (30) days' notice in writing to the Trustee; provided, however, that such
notice may be waived in writing by the Trustee. The Trustee may resign at any
time upon thirty (30) days' notice in writing to the Board of Directors and the
Plan Administrator; provided, however, that such notice may be waived in writing
by the Board of Directors.
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(b) Upon the removal or resignation of the Trustee, the Board of Directors
shall appoint a successor who shall have the same powers and duties as those
conferred upon the Trustee under this Trust Agreement, and, upon receipt by the
Trustee of a written acceptance of such appointment by the successor trustee,
the Trustee shall assign, transfer and pay over to such successor trustee the
funds and properties then constituting the Fund. In the event that by the end of
the thirty (30) day notice period, the Board of Directors has failed to appoint
a successor trustee or the Trustee has not received a written acceptance from
such a successor trustee, then at any time after the end of such thirty (30) day
notice period the Trustee may file an appropriate action in a court of competent
jurisdiction and assign, transfer and pay over to the custody of such court the
funds and properties then held by the Trustee constituting the Fund. Upon the
assignment, transfer and payment to a successor trustee or to such court, as the
case may be, the Trustee shall be relieved of all further duties,
responsibilities, obligations and liabilities in connection with the Plan or the
Fund. The Trustee is authorized, however, to reserve therefrom money or property
as it may deem advisable for payment of its fees and expenses in connection with
the settlement of its account or otherwise, and any balance of such reserve
remaining after the payment of such fees and expenses shall be paid over to the
successor trustee or to the court.
(c) The Primary Sponsor reserves the right at any time to amend, in whole
or in part, any or all of the provisions of the Trust Agreement by notice
thereof delivered in writing to the Trustee, provided that any amendment which
affects the rights, duties or responsibilities of the Trustee may not be made
without the written consent of the Trustee.
(d) The Trust shall continue for such time as may be necessary to
accomplish the purposes for which it was created and shall terminate only upon
the complete distribution of the Fund. The Trust may be terminated as of any
date by the Primary Sponsor by notice to the Trustee and the Plan Administrator,
which notice shall specify the date as of which the Trust shall terminate, must
be received by the Trustee prior to such date and must be given in the manner
prescribed for notices in the Plan. Upon termination of the Trust, the Trustee
shall liquidate the Fund and, after paying the reasonable expenses of the Trust,
including expenses involved in the termination, distribute the balance thereof
according to the written directions of the Plan Administrator.
(e) The contributions made by each Plan Sponsor to the Trustee pursuant to
the Plan are conditioned upon the conditions set forth in the Plan as to
qualification and returns of contributions, and the returns of contributions by
the Trustee to the Plan Sponsors in certain events is governed by such
provisions of the Plan.
(f) Any notice to be given to the Trustee in connection with the Plan or
the Trust Agreement shall be promptly given and shall be given in accordance
with the Plan.
(g) This Trust Agreement shall be administered, construed and enforced
according to the laws of the State of Georgia and the laws of the United States
to the extent that they
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preempt state law or are otherwise applicable to the Fund, and the Trustee is
liable to account only in the courts of that state and in any court of
appropriate jurisdiction of the United States. All transfers of funds or other
property to or from the Trustee are deemed to take place in the State of
Georgia.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
PRIMARY SPONSOR:
COMMUNITY FIRST BANKING COMPANY
By: _______________________________
Title:_____________________________
ATTEST:
By: _______________________
[SEAL]
TRUSTEE:
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