Exhibit 5(b)
Amendment to Adoption Agreement
for
HOME FEDERAL SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
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Effective June 17, 1997, the Adoption Agreement for Home Federal Savings Bank
Employees' Savings & Profit Sharing Plan and Trust is amended as follows:
1. SECTION VI Investment Funds is replaced by the following Section VI:
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SECTION VI: Investment Funds:
The Employer hereby appoints Barclays Global Investors, N.A. to serve as
Investment Manager under the Plan.
The Employer hereby selects the following Investment Funds to be made
available under the Plan (choose whichever shall apply) and consent to
the lending of securities by such funds to brokers and other borrowers.
The Employer agrees and acknowledges that the selection of Investment
Funds made in this Section VI is solely its responsibility, and no other
person, including the Sponsor or Investment Manager, has any
discretionary authority or control with respect to such selection
process. The Employer hereby holds Investment Manager harmless from,
and indemnifies it against, any liability Investment Manager may incur
with respect to such Investment Funds so long as Investment Manager is
not negligent and has not breached its fiduciary duties.
1. /x/ S&P 500 Stock Fund
2. /x/ Stable Value Fund
3. /x/ S&P MidCap Stock Fund
4. /x/ Money Market Fund
5. /x/ Government Bond Fund
6. /x/ International Stock Fund
7. /x/ Asset Allocation Funds (3)
- Income Plus
- Growth & Income
- Growth
HMN Financial, Inc.
8. /x/ (Name of Employer) Stock Fund (the "Employer Stock Fund")
9. / / (Name of Employer) Certificate of Deposit Fund
Note: Investment Funds 6 and 7 above will be implemented on July 2,
1997.
2. SECTION VIII Investment Direction is replaced by the following
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Section VIII:
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SECTION VIII: Investment Direction/Transfers:
A. Members shall be entitled to designate what percentage of employee
contributions and employer contributions made on their behalf will
be invested in the various Investment Funds offered by the Employer
as specified in Section VI of this Adoption Agreement; provided,
however, that the following portions of a Member's Account must be
invested in the Employer Stock Fund (choose whichever shall apply):
1. / / Employer Profit Sharing Contributions
2. / / Employer Matching Contributions
3. / / Employer Basic Contributions
4. / / Employer Supplemental Contributions
5. / / Employer Qualified Nonelective Contributions
B. --- Amounts invested in the Employer Stock Fund may not be
transferred to any other Investment Fund.
C. A Member may change his or her investment direction (choose 1,2, or
3):
1. / / 1 time per business day.
2. / / 1 time per calendar month.
3. / / 1 time per calendar quarter.
D. If a Member fails to make an effective investment direction, the
employee's contributions and employer contributions made on the
Member's behalf shall be invested in Money Market Fund
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(insert one of the Investment Funds selected in Section VI of this
Adoption Agreement).
3. SECTION XV Trustee is replaced by the following Section XV:
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SECTION XV: Trustee:
The Employer hereby appoints The Bank of New York to serve as Trustee
for all Investment Funds under the Plan except the Employer Stock Fund.
The Employer hereby appoints the following person or entity to serve as
Trustee under the Plan for the Employer Stock Fund.*
Name: Bank of New York
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Address:
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Telephone No: Contact:
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Signature of Trustee
(Required only if the Employer is serving as its own Trustee)
* Subject to approval by The Bank of New York, if The Bank of New
York is appointed as Trustee for the Employer Stock Fund.
2
The Employer hereby appoints The Bank of New York to serve as Custodian
under the Plan for the Employer Stock Fund in the event The Bank of New
York does not serve as Trustee for such Trust.
EXECUTION OF AMENDMENT TO THE ADOPTION AGREEMENT
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Upon execution by the Employer of this Amendment, the Adoption Agreement, as
amended, together with the Sponsor's Employees' Savings & Profit Sharing Plan
and Trust Agreement (the "Agreement"), shall constitute the Home Federal
Savings Bank Employees' Savings & Profit Sharing Plan and Trust.
IN WITNESS WHEREOF, the Employer has caused this Amendment to the Adoption
Agreement to be executed by its duly authorized officer this 28 day of May,
1997.
HOME FEDERAL SAVINGS BANK
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: President
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