Section 1. Trust Audit Committee. There shall be a Trust Audit Committee composed of not less than 2 directors,
appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the associations fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such
time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. Such committee: (1) must not include any officers of the bank
or an affiliate who participate significantly in the administration of the banks fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated
power to manage and control the fiduciary activities of the bank.
Notwithstanding the provisions of the first paragraph of this section
1, the responsibility and authority of the Trust Audit Committee may, if authorized by law, be given over to a duly constituted audit committee of the associations parent corporation by a resolution duly adopted by the board of directors.
Section 2. Fiduciary Files. There shall be maintained by the association all fiduciary records necessary to assure
that its fiduciary responsibilities have been properly undertaken and discharged.
Section 3. Trust Investments.
Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made, but does vest in
the association investment discretion, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.
Section 1. Transfers. Shares of stock shall be transferable on the books of the
association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholders shares, succeed to all rights of the prior holder
of such shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to
protect it against fraudulent transfers.
Section 2. Stock Certificates. Certificates of stock shall bear the
signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of
directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the
association properly endorsed.
The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock
certificates as permitted by law.