ST. XXXXXX'X FEDERAL SAVINGS BANK
2006 RESTRICTED STOCK PLAN AND TRUST AGREEMENT
Article I
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ESTABLISHMENT OF THE PLAN AND TRUST
1.01 St. Edmond's Federal Savings Bank ("Bank") hereby establishes the
Restricted Stock Plan (the "Plan") and Trust (the "Trust") upon the terms and
conditions hereinafter stated in this Restricted Stock Plan and Trust Agreement
(the "Agreement").
1.02 The Trustee hereby accepts this Trust and agrees to hold the Trust
assets existing on the date of this Agreement and all additions and accretions
thereto upon the terms and conditions hereinafter stated.
Article II
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PURPOSE OF THE PLAN
2.01 The purpose of the Plan is to reward and to retain personnel of
experience and ability in key positions of responsibility with the Bank and its
subsidiaries, by providing such personnel of the Bank and its subsidiaries with
an increased equity interest in the parent corporation of the Bank, SE Financial
Corp. ("Parent"), as compensation for their prior and anticipated future
professional contributions and service to the Bank and its subsidiaries and to
align the interests of such persons with the stockholders of the Company.
Article III
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DEFINITIONS
The following words and phrases when used in this Plan with an initial
capital letter, unless the context clearly indicates otherwise, shall have the
meaning as set forth below. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.
"Bank" means St. Edmond's Federal Savings Bank, a federal stock savings
bank.
"Beneficiary" means the person or persons designated by the Participant
to receive any benefits payable under the Plan in the event of such
Participant's death. Such person or persons shall be designated in writing by
the Participant and addressed to the Bank or the Committee on forms provided for
this purpose by the Committee and delivered to the Bank and may be changed from
time to time by similar written notice to the Committee. A Participant's last
will and testament or any codicil thereto shall not constitute written
designation of a Beneficiary. In the absence of such written designation, the
Beneficiary shall be the Participant's surviving spouse, if any, or if none, the
Participant's estate.
"Board" means the Board of Directors of the Bank, or any successor
corporation thereto.
"Cause" means personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profits, intentional failure to
perform stated duties, willful violation of a material provision of any law,
rule or regulation (other than traffic violations and similar offense), or a
material
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violation of a final cease-and-desist order or any other action which results in
a substantial financial loss to the Bank or its Subsidiaries.
"Change in Control" shall mean: (i) the sale of all, or a material
portion, of the assets of the Parent or the Bank; (ii) the merger or
recapitalization of the Parent or the Bank whereby the Parent or the Bank is not
the surviving entity; (iii) a change in control of the Parent or the Bank, as
otherwise defined or determined by the Office of Thrift Supervision ("OTS") or
regulations promulgated by it; or (iv) the acquisition, directly or indirectly,
of the beneficial ownership (within the meaning of that term as it is used in
Section 13(d) of the 1934 Act and the rules and regulations promulgated
thereunder) of twenty-five percent (25%) or more of the outstanding voting
securities of the Parent by any person, trust, entity or group. This limitation
shall not apply to the purchase of shares of up to 25% of any class of
securities of the Parent by a tax-qualified employee stock benefit plan which is
exempt from the approval requirements, set forth under 12 C.F.R.
ss.574.3(c)(1)(vi) as now in effect or as may hereafter be amended. The term
"person" refers to an individual or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.
"Committee" means the Board of Directors of the Parent or the
Restricted Stock Plan Committee appointed by the Board of Directors of the
Parent pursuant to Article IV hereof.
"Common Stock" means shares of the common stock of the Parent, or any
successor corporation or parent thereto.
"Conversion" means the effective date of the stock charter of the Bank
and simultaneous acquisition of all of the outstanding stock of the Bank by the
Parent.
"Director" means a member of the Board of the Bank.
"Director Emeritus" means a person serving as a director emeritus,
advisory director, consulting director, or other similar position as may be
appointed by the Board of Directors of the Parent or the Bank from time to time.
"Disability" means the "permanent and total disability" of the
Participant as such term is defined at Section 22(e)(3) of the Code.
"Effective Date" shall mean the date of adoption of the Plan by the
Board of Directors.
"Eligible Participant" means an Employee, Director or Director Emeritus
who may receive a Plan Share Award under the Plan.
"Employee" means any person who is employed by the Bank or a
Subsidiary.
"Parent" means SE Financial Corp., and any successor corporation
thereto.
"Participant" means an Employee or Director who receives a Plan Share
Award under the Plan.
"Plan Shares" means shares of Common Stock held in the Trust which are
awarded or issuable to a Participant pursuant to the Plan.
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"Plan Share Award" or "Award" means a right granted to a Participant
under this Plan to earn or to receive Plan Shares.
"Plan Share Reserve" means the shares of Common Stock held by the
Trust pursuant to Sections 5.03 and 5.04.
"Subsidiary" means those subsidiaries of the Bank which, with the
consent of the Board, agree to participate in this Plan.
"Trustee" or "Trustee Committee" means that person(s) or entity
nominated by the Committee and approved by the Board pursuant to Sections 4.01
and 4.02 to hold legal title to the Plan assets for the purposes set forth
herein.
Article IV
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ADMINISTRATION OF THE PLAN
4.01 Role of the Committee. The Plan shall be administered and
interpreted by the Board or a Committee appointed by the Board that shall have
all of the powers allocated to it in this and other sections of the Plan. The
interpretation and construction by the Committee of any provisions of the Plan
or of any Plan Share Award granted hereunder shall be final and binding. The
Committee shall act by vote or written consent of a majority of its members.
Subject to the express provisions and limitations of the Plan, the Committee may
adopt such rules, regulations and procedures as it deems appropriate for the
conduct of its affairs. The Committee shall present a report of its actions and
decisions with respect to the Plan to the Board at a regular or special meeting
at appropriate times, but in no event less than one time per calendar year. The
Committee shall recommend to the Board one or more persons or entity to act as
Trustee in accordance with the provision of this Plan and Trust and the terms of
Article VIII hereof.
4.02 Role of the Board. The members of the Committee and the Trustee
shall be appointed or approved by, and will serve at the pleasure of the Board.
The Board may in its discretion from time to time remove members from, or add
members to, the Committee, and may remove, replace or add Trustees. The Board
shall have all of the powers allocated to it in this and other sections of the
Plan, may take any action under or with respect to the Plan which the Committee
is authorized to take, and may reverse or override any action taken or decision
made by the Committee under or with respect to the Plan, provided, however, that
the Board may not revoke any Plan Share Award already made except as provided in
Section 7.01(b) herein.
4.03 Limitation on Liability. No member of the Board, the Committee or
the Trustee shall be liable for any determination made in good faith with
respect to the Plan or any Plan Share Awards granted. If a member of the Board,
Committee or any Trustee is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by any reason of anything done or not
done by him in such capacity under or with respect to the Plan, the Bank shall
indemnify, hold harmless and defend such member against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the Bank and its Subsidiaries and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
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Article V
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CONTRIBUTIONS; PLAN SHARE RESERVE
5.01 Amount and Timing of Contributions. The Board of Directors of the
Bank shall determine the amounts (or the method of computing the amounts) to be
contributed by the Bank to the Trust established under this Plan. Such
contribution amounts shall be paid to the Trustee at the time of contribution.
No contributions to the Trust by Participants shall be permitted except with
respect to amounts necessary to meet tax withholding obligations.
5.02 Initial Investment. Any funds held by the Trust prior to
investment in the Common Stock shall be invested by the Trustee in such
interest-bearing account or accounts at the Bank as the Trustee shall determine
to be appropriate.
5.03 Investment of Trust Assets. The Trust shall purchase Common Stock
of the Parent in an amount equal to up to 100% of the Trust's cash assets, after
providing for any required withholding as needed for tax purposes, provided,
however, that the Trust shall not purchase more than 91,455 shares of Common
Stock. The Trustee may purchase shares of Common Stock in the open market, from
authorized but unissued shares of the Common Stock or treasury shares from the
Parent, or from any grantor trust of the Parent or the Bank that is established
from time to time for purposes of funding stock compensation plans of the Parent
or the Bank in an amount sufficient to fund the Plan Share Reserve.
5.04 Effect of Allocations, Returns and Forfeitures Upon Plan Share
Reserves. Upon the allocation of Plan Share Awards under Sections 6.02 and 6.05,
or the decision of the Committee to return Plan Shares to the Parent, the Plan
Share Reserve shall be reduced by the number of Shares subject to the Awards so
allocated or returned. Any Shares subject to an Award which are not earned
because of forfeiture by the Participant pursuant to Section 7.01 shall be added
to the Plan Share Reserve.
Article VI
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ELIGIBILITY; ALLOCATIONS
6.01 Eligibility. Eligible Participants may receive Plan Share Awards
within the sole discretion of the Board or the Committee.
6.02 Allocations. The Committee will determine which of the Eligible
Participants will be granted Plan Share Awards and the number of Shares covered
by each Award, provided, however, that in no event shall any Awards be made
which will violate the Articles of Incorporation or Bylaws of the Parent or its
Subsidiaries or any applicable federal or state law or regulation. In the event
Shares are forfeited for any reason or additional Shares are purchased by the
Trustee, the Board or the Committee may, from time to time, determine which of
the Eligible Participants will be granted Plan Share Awards to be awarded from
forfeited Shares. In selecting such Eligible Participants to whom Plan Share
Awards will be granted and the number of shares covered by such Awards, the
Board or the Committee shall consider the prior and anticipated future position,
duties and responsibilities of the Eligible Participants, the value of their
prior and anticipated future services to the Bank and its Subsidiaries, and any
other factors the Committee may deem relevant. All actions by the Committee
shall be deemed final, except to the extent that such actions are revoked by the
Board. Notwithstanding anything herein to the contrary, in no event shall any
Participant receive Plan Share Awards in excess of 25% of the aggregate Plan
Shares authorized under the Plan; nor shall any non-employee Director receive
Plan Share Awards in excess of 5% of the aggregate Plan Shares
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authorized under the Plan; nor shall aggregate awards to all non-employee
Directors exceed 30% of the aggregate Plan Shares authorized.
6.03 Form of Allocation. As promptly as practicable after a
determination is made pursuant to Section 6.02 that a Plan Share Award is to be
made, the Committee shall notify the Participant in writing of the grant of the
Award, the number of Plan Shares covered by the Award, and the terms upon which
the Plan Shares subject to the award may be earned. The date on which the
Committee makes its award determination or the date the Committee so notifies
the Participant shall be considered the date of grant of the Plan Share Awards
as determined by the Committee. The Committee shall maintain records as to all
grants of Plan Share Awards under the Plan.
6.04 Allocations Not Required. Notwithstanding anything to the contrary
at Sections 6.01 or 6.02, no Eligible Participant shall have any right or
entitlement to receive a Plan Share Award hereunder, such Awards being at the
sole discretion of the Committee and the Board, nor shall the Eligible
Participants, as a group have such a right. The Committee may, with the approval
of the Board (or, if so directed by the Board) return all Common Stock in the
Plan Share Reserve to the Bank at any time, and cease issuing Plan Share Awards.
Article VII
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EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
7.01 Earning Plan Shares; Forfeitures.
(a) General Rules. Unless the Committee shall specifically state to the
contrary at the time a Plan Share Award is granted, Plan Shares subject to an
Award shall be earned and non-forfeitable by a Participant at the rate of
one-fourth of such Award following one year after the granting of such Award,
and an additional one-fourth following each of the next three successive years;
provided that such Participant remains an Employee, Director or Director
Emeritus during such period.
(b) Revocation for Misconduct. Notwithstanding anything herein to the
contrary, in the case of a Participant who is discharged from the employ or
service of the Bank or a Subsidiary for Cause, or who is discovered after
termination of employment or service to have engaged in conduct that would have
justified termination for Cause, the Board shall, by resolution, immediately
revoke, rescind and terminate any Plan Share Award, or portion thereof,
previously awarded under this Plan, to the extent Plan Shares have not been
delivered thereunder to the Participant, whether or not yet earned. A
determination of Cause shall be made by the Board within its sole discretion.
(c) Exception for Terminations Due to Death or Disability.
Notwithstanding the general rule contained in Section 7.01(a) above, upon
termination of employment or service with the Bank or a Subsidiary as a result
of the death or Disability of a Participant, any Plan Share Award that would
otherwise have become earned within six months following such date of
termination of employment or service, absent such termination of employment or
service resulting from death or Disability, shall nevertheless become deemed
earned as of such date of termination; and any such Plan Share Award that would
otherwise become earned more than six months from such date of termination shall
be deemed forfeited as of such date of termination of employment or service.
(d) Exception for Termination after a Change in Control.
Notwithstanding the general rule contained in Section 7.01 above, all Plan
Shares subject to a Plan Share Award held by a Participant shall
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be deemed to be immediately 100% earned and non-forfeitable as of the date of a
Change in Control of the Parent or the Bank and shall be distributed as soon as
practicable thereafter.
7.02 Payment of Dividends. A holder of a Plan Share Award, whether or
not then earned and non-forfeitable, shall also be entitled to receive
compensation in an amount equal to any cash dividends declared and paid with
respect to shares of Common Stock represented by such Plan Share Award between
the date the relevant Plan Share Award was granted to such Participant and the
date the Plan Shares are distributed. Such compensation amounts applicable to
Plan Share Awards shall be accrued and held in arrears and paid by the Trust or
the Bank to the Participant within thirty calendar days of the date that such
applicable Plan Share Award shall be deemed earned and shall be distributed to
such Participant. Such cash payment shall be reported as compensation paid by
the Bank to such individual at the time of such payment.
7.03 Distribution of Plan Shares.
(a) Timing of Distributions: General Rule. Except as provided in
Subsections (d) and (e) below, Plan Shares shall be distributed to the
Participant or his Beneficiary, as the case may be, as soon as practicable after
they have been earned. No fractional shares shall be distributed.
Notwithstanding anything herein to the contrary, at the discretion of the
Committee, Plan Shares may be distributed prior to such Shares being 100%
earned, provided that such Plan Shares shall contain a restrictive legend
detailing the applicable limitations of such shares with respect to transfer and
forfeiture.
(b) Form of Distribution. All Plan Shares, together with any shares
representing stock dividends, shall be distributed in the form of Common Stock.
One share of Common Stock shall be given for each Plan Share earned; provided,
however, shares of Common Stock may be distributed, within the sole discretion
of the Committee, prior to the time that such Plan Shares shall be earn if such
Common Stock will be subject to an applicable restrictive legend indicating the
applicable limitations and restrictions associated with such shares of Common
Stock. Payments representing cash dividends (and earnings thereon) shall be made
in cash. Notwithstanding anything within the Plan to the contrary, upon a Change
in Control of the Bank or the Parent, all Plan Shares associated with such Plan
Share Awards, together with any shares representing stock dividends associated
with such Plan Share Awards, shall be distributed as of the effective date of
such Change in Control, or as soon as administratively feasible thereafter.
(c) Withholding. The Trustee may withhold from any payment or
distribution made under this Plan sufficient amounts of cash or shares of Common
Stock necessary to cover any applicable withholding and employment taxes, and if
the amount of such payment or distribution is not sufficient, the Trustee may
require the Participant or Beneficiary to pay to the Trustee the amount required
to be withheld in taxes as a condition of delivering the Plan Shares. The
Trustee shall pay over to the Bank or any Subsidiary which employs or employed
such Participant any such amount withheld from or paid by the Participant or
Beneficiary.
(d) Timing: Exception for 10% Shareholders. Notwithstanding Subsection
(a) above, no Plan Shares may be distributed prior to the date which is five
years from the effective date of the Conversion to the extent the Participant or
Beneficiary, as the case may be, would after receipt of such Shares own in
excess of ten percent (10%) of the issued and outstanding shares of Common Stock
of the Parent, unless such action is approved in advance by a majority vote of
disinterested directors of the Board of the Parent. Any Plan Shares remaining
undistributed solely by reason of the operation of this Subsection (d) shall be
distributed to the Participant or his Beneficiary as soon as administratively
feasible on or after the date that is five years from the effective date of the
Conversion, or upon a Change in Control of the Parent or the Bank.
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(e) Regulatory Exceptions. No Plan Shares shall be distributed,
however, unless and until all of the requirements of all applicable law and
regulation shall have been fully complied with.
7.04 Voting of Plan Shares. After a Plan Share Award has become earned
and non-forfeitable, the Participant shall be entitled to direct the Trustee as
to the voting of the Plan Shares which are associated with the Plan Share Award
and which have not yet been distributed pursuant to Section 7.03, subject to
rules and procedures adopted by the Committee for this purpose. All shares of
Common Stock held by the Trust as to which Participants are not entitled to
direct, or have not directed, the voting of such Shares, shall be voted by the
Trustee as directed by the Committee.
Article VIII
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TRUST
8.01 Trust. The Trustee shall receive, hold, administer, invest and
make distributions and disbursements from the Trust solely for the benefit of
the Plan Participants in accordance with the provisions of the Plan and Trust
and the applicable directions, rules, regulations, procedures and policies
established by the Committee pursuant to the Plan.
8.02 Management of Trust. It is the intention of this Plan and Trust
that the Trustee shall have complete authority and discretion, both consistent
with the provisions and intent of this Plan and Agreement, with respect to the
management, control and investment of the Trust, and that the Trustee shall
invest all assets of the Trust, except those attributable to cash dividends paid
with respect to Plan Shares not held in the Plan Share Reserve, in Common Stock
to the fullest extent practicable, except to the extent that the Trustee
determines that the holding of monies in cash or cash equivalents is necessary
to meet the obligations of the Trust. In performing these duties, the Trustees
shall have the power to do all things and execute such instruments as may be
deemed necessary or proper, including the following powers:
(a) To invest up to one hundred percent (100%) of all Trust assets in
the Common Stock without regard to any law now or hereafter in force
limiting investments for Trustees or other fiduciaries. The investment
authorized herein may constitute the only investment of the Trust, and
in making such investment, the Trustee is authorized to purchase Common
Stock from the Parent or from any other source, and such Common Stock
so purchased may be outstanding, newly issued, or treasury shares.
(b) To invest any Trust assets not otherwise invested in accordance
with (a) above in such insured deposit accounts, and certificates of
deposit (including those issued by the Bank), obligations of the United
States government or its agencies or such other investments as shall be
considered the equivalent of cash.
(c) Consistent with the obligations under the Trust, to sell, exchange
or otherwise dispose of any property at any time held or acquired by
the Trust.
(d) To cause stocks, bonds or other securities to be registered in the
name of a nominee, without the addition of words indicating that such
security is an asset of the Trust (but accurate records shall be
maintained showing that such security is an asset of the Trust).
(e) To hold cash without interest in such amounts as may be in the
opinion of the Trustee reasonable for the proper operation of the Plan
and Trust.
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(f) To employ brokers, agents, custodians, consultants and accountants.
(g) To hire counsel to render advice with respect to the Trustee's
rights, duties and obligations hereunder, and such other legal services
or representation as deemed necessary or desirable.
(h) To hold funds and securities representing the amounts to be
distributed to a Participant or his Beneficiary as a consequence of a
dispute as to the disposition thereof, whether in a segregated account
or held in common with other assets.
(i) As may be directed by the Committee or the Board from time to time,
the Trustee shall pay to the Bank the earnings of the Trust
attributable to the Plan Share Reserve.
Notwithstanding anything herein contained to the contrary, the Trustee
shall not be required to make any inventory, appraisal or settlement or report
to any court, or to secure any order of a court for the exercise of any power
herein contained, or to maintain bond.
8.03 Records and Accounts. The Trustee shall maintain accurate and
detailed records and accounts of all transactions of the Trust, which shall be
available at all reasonable times for inspection by the Board, the Committee and
any legally entitled person or entity to the extent required by applicable law,
or any other person determined by the Committee.
8.04 Earnings. All earnings, gains and losses with respect to Trust
assets shall be allocated in accordance with a reasonable procedure adopted by
the Committee, to bookkeeping accounts for Participants or to the general
account of the Trust, depending on the nature and allocation of the assets
generating such earnings, gains and losses. In particular, any earnings on cash
dividends received with respect to shares of Common Stock shall be allocated to
accounts for Participants, except to the extent that such cash dividends are
distributed to Participants, if such shares are the subject of outstanding Plan
Share Awards, or, otherwise to the Plan Share Reserve.
8.05 Expenses. All costs and expenses incurred in the operation and
administration of this Plan, including those incurred by the Trustee, shall be
paid by the Bank.
8.06 Indemnification. Subject to the requirements and limitations of
applicable laws and regulations, the Parent and the Bank shall indemnify, defend
and hold the Trustee harmless against all claims, expenses and liabilities
arising out of or related to the exercise of the Trustee's powers and the
discharge of its duties hereunder, unless the same shall be due to its gross
negligence or willful misconduct.
Article IX
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MISCELLANEOUS
9.01 Adjustments for Capital Changes. The aggregate number of Plan
Shares available for issuance pursuant to the Plan Share Awards and the number
of Shares to which any Plan Share Award relates shall be proportionately
adjusted for any increase or decrease in the total number of outstanding shares
of Common Stock issued subsequent to the effective date of the Plan resulting
from any split, subdivision or consolidation of the Common Stock or other
capital adjustment, change or exchange of the Common Stock, or other increase or
decrease in the number or kind of shares effected without receipt or payment of
consideration by the Bank.
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9.02 Amendment and Termination of the Plan. The Board may, by
resolution, at any time, amend or terminate the Plan. The power to amend or
terminate the Plan shall include the power to direct the Trustee to return to
the Bank all or any part of the assets of the Trust, including shares of Common
Stock held in the Plan Share Reserve, as well as shares of Common Stock and
other assets subject to Plan Share Awards which have not yet been earned by the
Participants to whom they have been awarded. However, the termination of the
Trust shall not affect a Participant's right to earn Plan Share Awards and to
the distribution of Common Stock relating thereto, including earnings thereon,
in accordance with the terms of this Plan and the grant by the Committee or the
Board. Notwithstanding the foregoing, no action of the Board may increase (other
than as provided in Section 9.01 hereof) the maximum number of Plan Shares
permitted to be awarded under the Plan as specified at Section 5.03, materially
increase the benefits accruing to Participants under the Plan or materially
modify the requirements for eligibility for participation in the Plan.
9.03 Nontransferable. Plan Share Awards and rights to Plan Shares shall
not be transferable by a Participant, and during the lifetime of the
Participant, Plan Shares and dividends (cash or stock) may only be earned by and
delivered to the Participant who was notified in writing of the Award by the
Committee pursuant to Section 6.03. No Participant or Beneficiary shall have any
right in or claim to any assets of the Plan or Trust, nor shall the Parent, the
Bank, or any Subsidiary be subject to any claim for benefits hereunder.
9.04 No Employment Rights. Neither the Plan nor any grant of a Plan
Share Award or Plan Shares hereunder nor any action taken by the Trustee, the
Committee or the Board in connection with the Plan shall create any right,
either express or implied, on the part of any Participant to continue in the
employ or service of the Parent, the Bank, or a Subsidiary thereof.
9.05 Voting and Dividend Rights. No Participant shall have any voting
or dividend rights of a stockholder with respect to any Plan Shares covered by a
Plan Share Award, except as expressly provided in Sections 7.02 and 7.04 above,
prior to the time said Plan Shares are actually distributed to such Participant.
9.06 Governing Law. The Plan and Trust shall be governed by and
construed under the laws of the Commonwealth of Pennsylvania, except to the
extent that Federal Law shall be deemed applicable.
9.07 Effective Date. The Plan shall be effective as of the date
of adoption of the Plan by the Board of Directors.
9.08 Term of Plan. This Plan shall remain in effect until the earlier
of (i) termination by the Board, (ii) the distribution of all assets of the
Trust, or (iii) 21 years from the Effective Date. Termination of the Plan shall
not effect any Plan Share Awards previously granted, and such Plan Share Awards
shall remain valid and in effect until they have been earned and delivered, or
by their terms expire or are forfeited.
9.09 Tax Status of Trust. It is intended that the Trust established
hereby shall be treated as a grantor trust of the Bank under the provisions of
Section 671 et seq. of the Internal Revenue Code of 1986, as amended, as the
same may be amended from time to time.
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