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EXHIBIT 10.4
FIRST BANKING COMPANY OF
SOUTHEAST GEORGIA TARGET BENEFIT RETIREMENT PLAN
TRUST AGREEMENT
THIS AGREEMENT (hereinafter referred to as the "Trust") made on the
30th day of December, 1988, by and between FIRST BANKING COMPANY OF SOUTHEAST
GEORGIA, a corporation organized and existing under the laws of the State of
Georgia (hereinafter referred to as the "Primary Sponsor"); FIRST ▇▇▇▇▇▇▇ BANK
& TRUST COMPANY ("First ▇▇▇▇▇▇▇"), METTER BANKING COMPANY ("Metter"), and each
corporation or Affiliate hereafter adopting the First Banking Company of
Southeast Georgia Target Benefit Retirement Plan (the "Plan") as provided
therein (First Bulloch, Metter, and each such corporation or Affiliate being
hereinafter sometimes individually referred to as a "Plan Sponsor"); and FIRST
▇▇▇▇▇▇▇ BANK & TRUST COMPANY (hereinafter referred to as the "Trustee"):
W I T N E S S E T H:
WHEREAS, the Primary Sponsor established a trust agreement under the
First Banking Company of Southeast Georgia Uniform Target Benefit Retirement
Plan under an indenture dated July 14, 1986 (the "Old Trust" and the "Old
Plan," respectively); and
WHEREAS, First ▇▇▇▇▇▇▇ adopted the Old Plan and Old Trust; and
WHEREAS, the Primary Sponsor and First ▇▇▇▇▇▇▇ will amend and restate
the Old Plan into the Plan effective January 1, 1989; and
WHEREAS, the Primary Sponsor, First ▇▇▇▇▇▇▇, and Metter will each be
Plan Sponsors under the Plan as of January 1, 1989; and
WHEREAS, the Primary Sponsor and First ▇▇▇▇▇▇▇ desire to amend and
restate the Old Trust into the Trust; and
WHEREAS, Metter desires to adopt the Trust;
NOW, THEREFORE, the Primary Sponsor and First ▇▇▇▇▇▇▇ hereby amend and
restate the Old Trust into the Trust and Metter hereby adopts the Trust
effective January 1, 1989, as follows:
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SECTION I.
DEFINITIONS
All terms and definitions contained in the Plan are hereby
incorporated in the Trust by reference except to the extent that the terms of
the Trust clearly indicate to the contrary.
SECTION II.
THE FUND
The Primary Sponsor hereby establishes the Fund with the Trustee. The
Fund shall be held, managed and administered by the Trustee in trust in
accordance with the provisions of the Plan and of the Trust 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
(a) The Plan Administrator shall maintain Accounts in accordance with
the Plan.
(b) A written notice, direction, statement or certificate to the
Trustee, to the extent authorized in and given in accordance with the terms and
conditions of the Plan, is the notice, direction, statement or certificate of
the person so giving it, and the Trustee may rely upon the notice, direction,
statement or certificate, 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 of any direction, statement or certificate 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) The Trustee shall from time to time, on the written direction of
the Plan Administrator, make payments out of the Fund to the persons, in the
manner and in the amounts, as may be specified in the written 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 the directions and the application of the
payments. The Trustee is under no duty to enforce payments of any contributions
to the Fund and is not responsible for the adequacy of the Fund to meet and
discharge any or all liabilities arising in connection with the Plan or the
Trust.
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(d) 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 such 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 any such dispute to a
court of competent jurisdiction.
SECTION IV.
INVESTMENTS
(a) Subject to the provisions of Sections IV, V and VI hereof, the
Trustee agrees to invest the assets of the Fund 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 Trust would use in
the conduct of an enterprise of a like character and with like aims.
(b) The Primary Sponsor shall give written notice to the Trustee of the
investment goals and objectives of the Plan upon which notice the Trustee shall
be entitled to rely in investing and reinvesting the Fund until the Trustee
receives a subsequent notice in regard to the investment goals and objectives.
In order to attain the other investment goals and objectives of the Plan, or, if
the Primary Sponsor has not given the Trustee any notice, to attain the "Normal
Investment Goals and Objectives of the Trustee" as set out in Paragraph (d) of
this Section IV, subject, however, to the terms of the Plan and the Trust and
the provisions of ERISA, the Trustee has the authority to invest and reinvest
the principal and income of the Fund and keep the Fund invested, without
distinction between principal and income, in securities or in property, real or
personal and wherever situated, as the Trustee deems advisable, in its sole
discretion. The Trustee may make investments and reinvestments in, and may
purchase, acquire, obtain, retain, sell, transfer, pledge, hypothecate or
encumber common or preferred stocks, shares of mutual funds, trust and
participation certificates, bonds and mortgages, other evidences of indebtedness
or ownership, certificates of deposit and savings accounts or plans, including,
without limitation, certificates of deposit and savings accounts or plans
established or to be established by the Trustee, and group trusts or collective
investment funds including, without limitation, group trusts or collective
investment funds operated or to be operated by the Trustee, covered call
options, put options, and financial futures contracts, irrespective of whether
such securities or property shall be of a character authorized from time to time
by applicable state law for trust investments.
(c) Notwithstanding any language in the Trust to the contrary, the
Trustee shall not invest in any securities issued by the Primary Sponsor or any
affiliate (as defined in ERISA Section 407(d)(7)) of the Primary Sponsor unless
the securities are "Qualifying Employer Securities" which means, for purposes of
the Plan and the Trust, securities of the Primary Sponsor or any Affiliate which
are stock; provided, however, that, in no event shall the Trustee be 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
Section 4975 of the Code, taking into consideration, however, only the relative
merits of the Qualifying Employer Securities without considering other
investment alternatives. Notwithstanding anything herein to the contrary, the
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Trustee may not be required to invest in any real property leased to or used by
a Plan Sponsor or any Affiliate of a Plan Sponsor.
(d) The Normal Investment Goals and Objectives of the Trustee are
capital growth, conservation of principal and production of income through the
receipt of interest or dividends from investments.
(e) In addition to any other investments proper under the Trust, the
Trustee may, after receiving the prior approval of the Primary Sponsor, from
time to time invest 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, trusts or funds established by the Trustee), which
contemplate the commingling for investment purposes of the funds therein with
trust assets of other pension plans as defined in ERISA which are qualified
under Section 401 of the Code and established by other businesses, institutions
and organizations. 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 written approval
from the Primary Sponsor, from time to time withdraw from the group trust or
collective investment fund all or a part of the Fund as the Trustee may deem
advisable.
SECTION V.
INVESTMENT MANAGER
(a) In the event an Investment Manager is designated in accordance
with the provisions of the Plan, the Trustee shall either (i) turn over to the
Investment Manager for investment, all or the portion of the Fund as is
specified in a written direction to the Trustee from the Primary Sponsor, in
which case the assets shall continue to be a part of the Fund, even though not
in the possession of the Trustee, or (ii) invest and reinvest all or the
portion of the Fund as shall be specified in a written direction to the Trustee
from the Primary Sponsor in the manner as 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 has no discretion with respect to the investment or reinvestment of
such portion and is not 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 such
failure. The Trustee has no responsibility for any assets of the Fund while in
the possession of the Investment Manager or while the assets have not been
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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 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 such 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 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 Primary Sponsor that the use of such
devices with duplicate or facsimile signatures is no longer authorized. The
Trustee shall be entitled to rely upon directions which it receives by such
means prior to receipt of notice from the Primary Sponsor that they are no
longer authorized, and the Trustee shall not be 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 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 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 shall have no obligation to exercise the right unless the Trustee is
informed of the existence thereof by the Investment Manager and is requested in
writing by the Investment Manager to exercise the right within a reasonable
time before the time for the exercise thereof expires.
(e) Notwithstanding any other provision of the Trust or the Plan, in
the event that the Trustee is directed to purchase securities issued by any
foreign government or agency thereof, or by any corporation domiciled outside
of the continental limits of the United States or its territories, it is the
responsibility of the Investment Manager to advise the Trustee in writing with
respect to any laws or regulations of any foreign countries which applies, in
any manner
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whatsoever, to the securities, including, but not limited to, receipt of
dividends or interest by the Trustee from the securities.
SECTION VI.
INVESTMENT COMMITTEE
(a) In the event an Investment Committee is designated in accordance
with the Plan, the Trustee shall, unless otherwise directed in writing, invest
and reinvest all of the Fund in the manner directed by the Investment
Committee; 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 which are not contrary to ERISA and the Code.
(b) The Board of Directors may in writing direct that only a portion
of the Fund shall be invested and reinvested as the Investment Committee
designated by it 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.
SECTION VII.
TRUSTEE POWERS
In the administration of the Trust, in addition to, and not in
limitation of, any powers or authority of the Trustee under the Trust or which
the Trustee has 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, 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:
(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 or to inquire into the
validity, expediency or propriety of any sale or other disposition;
(c) To vote any stocks, bonds or other securities except for these
securities held at the direction of the Investment Manager as described in
Section V hereof; 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
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or charges in connection therewith; and generally to exercise any of the powers
of an owner with respect to stocks, bond, securities or other property held as
part of the Fund;
(d) 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;
(e) To write covered call options and to purchase or sell put options
and financial futures contracts;
(f) 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, and the Trustee may from time to time consult with
counsel (who, without limitation, may be counsel to the Trustee or to a Plan
Sponsor), and shall be protected to the extent the law permits in acting upon
the advice of counsel in regard to legal questions, and may also from time to
time employ agents and expert assistants and delegate to them the ministerial
duties which it sees fit, and in which event the Trustee shall periodically
review the performance of the persons to whom these duties have been delegated;
(g) To borrow or raise moneys for the purposes of the Trust in such
amounts, and upon such terms and conditions, 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 or to inquire into the
validity, expediency or propriety of the borrowing;
(h) 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 or incidental thereto;
(i) To settle, compromise or submit to arbitration any claims, debts
or damages due or owing to or from the Fund, to commence or defend any suits or
legal or administrative proceedings arising or necessary or appropriate in
connection with the Plan, the Trust, the Fund, the administration and operation
thereof or the powers or authority of the Trustee under the Trust, and to
represent the Plan, the Trust, and the Fund in all suits and legal and
administrative proceedings;
(j) 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
(k) Generally, to do all such acts and to execute and deliver all such
instruments as in the judgment of the Trustee may be necessary or desirable to
carry out any powers or authority
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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 Trust or the Plan,
the Trustee shall neither engage in any transaction with the assets of the Fund
in violation of the provisions of Section 406 of ERISA nor violate the
provisions of Section 406 of ERISA, nor may the Trustee purchase or sell
Company Stock or determine the price at which Company Stock will be purchased
or sold, except at the proper direction of the Investment Committee, or, in the
event an Investment Committee has not been appointed, the Board of Directors or
an appropriate committee thereof, which direction is given in accordance with
the terms of the Plan and is not contrary to ERISA.
SECTION VIII.
TRUSTEE COMPENSATION
(a) The Trustee's compensation shall be such as may be agreed upon
from time to time in a separate written agreement between the Primary Sponsor
and the Trustee and shall be paid by the Primary Sponsor, but until paid shall
constitute a charge on the assets held by the Trustee under the Trust. 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 Trust 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 shall be entitled to receive any
compensation from the Fund, except for the reimbursement of expenses properly
and actually incurred by him in his role as Trustee.
(b) All taxes of whatever kind or nature that may be levied or
assessed under existing or future laws upon, or in respect of, the Plan, the
Trust, the Fund or the income or gains thereof or therefrom shall be paid from
the Fund.
SECTION IX.
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 which have been paid to the Plan Administrator or which have been paid
pursuant to the Plan and the Trust 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.
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SECTION X.
RECORDKEEPING
The Trustee shall keep accurate and detailed accounts of all
investments, receipts, disbursements and other transactions pursuant to the
Plan and the Trust, 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 later of the close of each
Plan Year or the receipt of a Plan Sponsor's contribution, 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 (i) 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 (ii) the determination of the Trustee of the net income or net
loss of the Fund pursuant to the Plan for such Plan Year or during the period
from the last Valuation Date to the Report Date and the determination of the
Trustee of the fair market value of the assets of the Fund pursuant to the Plan
as at the Valuation Date or as at 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 the Account of a
Member.
SECTION XI.
REMOVAL OR RESIGNATION OF TRUSTEE AND
AMENDMENT OR TERMINATION OF TRUST
(a) Any Trustee may be removed by the Primary Sponsor at any time upon
ninety (90) days' notice in writing to such Trustee and to the Plan
Administrator, given by the Primary Sponsor. Any Trustee may resign at any time
upon ninety (90) days' notice in writing to the Primary Sponsor and the Plan
Administrator.
(b) Upon the death, removal or resignation of an individual trustee,
the Primary Sponsor may appoint a successor to the individual trustee who shall
have the same powers and duties under this Trust as the individual trustee;
provided, however, upon the death of the last remaining individual trustee the
Primary Sponsor shall appoint a successor as soon as possible. Until a
successor, if any, is appointed the remaining person or persons constituting
the Trustee may continue to act as Trustee.
(c) Upon the removal or resignation of the Trustee the Primary Sponsor
shall appoint a successor who shall have the same powers and duties as those
conferred upon the Trustee under this Trust, 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 the successor trustee the funds
and properties then constituting the Fund; provided, however, the Trustee shall
not be required to
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pay over funds and properties to a successor trustee unless the Trustee shall
be discharged from all liability for any taxes which may be due and owing by
the Plan and Trust, or unless either (i) the successor trustee, who must be
acceptable to the Trustee, indemnifies the Trustee against any liability or
(ii) each Plan Sponsor so indemnifies the Trustee and the Trustee in its sole
discretion agrees to accept indemnification. In the event that by the end of
the ninety (90) day notice period, the Primary Sponsor fails to appoint a
successor trustee or the Trustee has not received a written acceptance from a
successor trustee, then at any time after the end of the ninety (90) 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 the court the
funds and properties then held by the Trustee constituting the Fund. Upon
assignment, transfer and payment to a successor trustee or to the court, as the
case may be, the Trustee shall be relieved of all further duties,
responsibilities, obligations and liabilities in connection with the Plan, the
Trust or the Fund. The Trustee is authorized, however, to reserve therefrom
such 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 the reserve remaining after the payment of the Trustee's fees and
expenses shall be paid over to the successor trustee or to the court.
(d) The Primary Sponsor reserves the right at any time to amend, in
whole or in part, any or all of the provisions of this Trust 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 consent of the Trustee.
(e) 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. This Trust may be terminated as of any
date (and shall in fact terminate upon the complete distribution of the Fund on
such date or thereafter) by the Primary Sponsor by notice to the Trustee and
the Plan Administrator, which notice shall specify the date as of which this
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, provided that the Trustee has not received
instructions to the contrary from the Primary Sponsor, 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; provided,
however, that the Trustee shall not be required to make any distribution until
it receives a copy of an Internal Revenue Service determination letter to the
effect that the termination does not affect the qualified status of the Plan
and the Trust nor the exempt status of the Plan and the Trust or, in the event
that such letter is not issued, until the Trustee is reasonably satisfied that
adequate provision has been made for the payment of all taxes which may be due
and owing by the Plan and the Trust; and provided, further, that in no event
shall any distribution be made by the Trustee unless and until the Trustee is
reasonably satisfied that the distribution will not be contrary to the
applicable provisions of the Plan dealing with the terminations of the Plan and
the Trust.
(f) The Trust and the contributions made by a Plan Sponsor to the
Trustee pursuant to the Plan and the Trust are conditioned upon the conditions
set forth in the Plan as to
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qualification and returns of contributions, and the returns of contributions by
the Trustee to a Plan Sponsor in certain events shall be governed by such
provisions of the Plan.
(g) In the event more than one person or entity is serving as the
Trustee, the persons or entities so serving shall act by the action of a
majority, with or without a meeting, and any action may be evidenced by a
writing executed by a majority of the persons or entities constituting the
Trustee.
(h) Any notice, direction, statement or certificate to be given to the
Trustee in connection with the Plan, this Trust or the Fund shall be promptly
given and shall be given in accordance with the Plan.
(i) Each Plan Sponsor agrees at its sole cost and expense to indemnify
and hold harmless the Plan, the Trust, the Fund and the Trustee from and
against any claim, liability, loss, cost, expense, action or cause of action
resulting from or in connection with any claim asserted by any person or
persons where the Trustee has acted in good faith pursuant to this Trust or in
reliance on a written notice, direction or certificate to the extent the
notice, direction, or certificate is authorized in the Plan or the Trust and
has been given in accordance with the terms and conditions of the Plan.
(j) The Trust 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 they preempt state law or are otherwise applicable to this Trust, and
the Trustee shall be 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 shall be deemed to take place in
the State of Georgia.
IN WITNESS WHEREOF, the parties hereto have caused this Trust to be
duly executed as of the day and year first above written.
PRIMARY SPONSOR: FIRST BANKING COMPANY
OF SOUTHEAST GEORGIA
By: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
--------------------------------
Title: President
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ATTEST:
▇▇▇▇ ▇. ▇▇▇▇▇▇
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Secretary - Treasurer
[CORPORATE SEAL]
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PLAN SPONSORS: FIRST ▇▇▇▇▇▇▇ BANK
& TRUST COMPANY
By: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
--------------------------------
Title: President
-------------------------------
ATTEST:
▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Secretary
[CORPORATE SEAL]
METTER BANKING COMPANY
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Title: President
-------------------------------
ATTEST:
▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
------------------------------------
Secretary
[CORPORATE SEAL]
TRUSTEE: FIRST ▇▇▇▇▇▇▇ BANK
& TRUST COMPANY
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Title: Vice President & Trust Officer
-------------------------------
ATTEST:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------------
Title: Trust Administrative Officer
[SEAL]
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