EXHIBIT 10.3
AMENDMENT NO. 1 TO
WEST VIEW SAVINGS BANK AND WVS FINANCIAL CORP.
DEFERRED COMPENSATION TRUST AGREEMENT
This Amendment No. 1 to the West View Savings Bank and WVS Financial
Corp. Deferred Compensation Trust Agreement (the "Trust Agreement") by and
between West View Savings Bank (the "Bank"), WVS Financial Corp. (the
"Corporation") and Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx and Xxxxxxxx XxxXxxxx (the
"Trustees") is dated and is effective as of November 24, 2008. The Trust
Agreement was originally effective as of August 31, 1993. Capitalized terms
which are not defined herein shall have the same meaning as set forth in the
Trust Agreement.
WITNESSETH:
WHEREAS, the Corporation and the Bank have adopted the Amended and
Restated Directors' Deferred Compensation Plan (the "Plan") to provide deferred
compensation for certain members of the Board of Directors of the Corporation,
the Bank or any other participating subsidiary (collectively, the
"Participants");
WHEREAS, the parties hereto previously established a trust (the
"Trust") to fund the obligations under the Plan, with the assets contributed to
the Trust subject to the claims of the Corporation's and the Bank's creditors in
the event of the Corporation's or the Bank's insolvency, until paid to a
Participant or their beneficiaries in such manner and at such times as specified
in the Plan;
WHEREAS, subsequent to the adoption of the Trust Agreement, the
Internal Revenue Service issued final regulations under Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code");
WHEREAS, Section 409A of the Code provides that if the assets held in
the Trust are ever transferred outside of the United States, then such assets
would be deemed transferred to the Participants and taxable to the Participants;
WHEREAS, all assets of the Trust have been held in the United States,
and it is the intent of the parties that all Trust Assets continue to be held in
the United States;
WHEREAS, the parties desire to amend the Trust Agreement to expressly
prohibit any transfer of any Trust Assets outside of the United States; and
WHEREAS, Section 12 of the Trust Agreement permits the parties hereto
to amend the Trust Agreement;
NOW, THEREFORE, in consideration of the premises, the mutual agreements
herein set forth and such other consideration the sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Change in References to the Program. All references in the Trust
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Agreement to the WVS Financial Corp. Directors Deferred Corporation Program are
hereby changed to the WVS Financial Corp. and West View Savings Bank Amended and
Restated Directors' Deferred Compensation Plan, and all references in the Trust
Agreement to the Program are hereby changed to the Plan.
2. Amendment to Section 5 of the Trust Agreement. Section 5 of the
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Trust Agreement is hereby amended to add the following sentence at the end of
such section:
"Notwithstanding any other provision of this Trust Agreement, all
Trust Assets shall be held in the United States of America, and at no
time shall the Trustee or any other person or entity cause any of the
Trust Assets to be transferred outside of the United States."
3. Effectiveness. This Amendment shall be deemed effective as of the
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date first written above, as if executed on such date. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Trust Agreement, all of which are
ratified and affirmed in all respects and shall continue in full force and
effect and shall be otherwise unaffected.
4. Governing Law. This Amendment shall be governed by and construed in
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accordance with the laws of the Commonwealth of Pennsylvania.
5. Counterparts. This Amendment may be executed in any number of
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counterparts, each of which shall for all purposes be deemed an original, and
all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Corporation, the Bank and the Trustees have
caused this Amendment to be signed, and their respective corporate seals to be
hereto affixed, as of the day and year first written above.
WVS FINANCIAL CORPORATION
Attest:
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxx
Title: Corporate Secretary President and Chief Executive Officer
WEST VIEW SAVINGS BANK
Attest:
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxx
Title: Corporate Secretary President and Chief Executive Officer
TRUSTEES
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
/s/ Xxxxxxxx XxxXxxxx
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Xxxxxxxx XxxXxxxx
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