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TRUST AGREEMENT WITH
<br />THE ICMA RETIREMENT CORPORATION
<br />AGREEMENT made by and between the Employer named it the
<br />attached resolution and the International City Management Association
<br />Retirement Corporation (hereinafter the "Trustee" or "Retirement
<br />Corporation"), a nonprofit corporation organized and existing under the
<br />laws of the State of Delaware, for the purposeol in mstmg and otherwise
<br />administering rho funds set aside by Employers in connection with
<br />deferred compensation plans established under section 457 of the
<br />Internal Revenue Code of 1954 (the "Code"). This Agreement shall take
<br />effect upon acceptance by the Trustee of its appointment by the
<br />Employer to serve as Trustee in accordance herewith asset tariff in the
<br />attached resolution.
<br />WHEREAS. the Employer has established a deferred compensation plan
<br />under section 457 of the Code (the "Plan");
<br />WHEREAS, in order that there will be sufficient funds available to
<br />discharge the Employer's contractual obligations under the Plan, the
<br />Employer desires to set aside periodically amounts equal to the amount
<br />of compensation deferred.
<br />WHEREAS. the funds set aside, together with any and all assets derived
<br />from the investment thereof, are to be exclusively within the dominion,
<br />control, and ownership of the Employer, and subject to the Employer's
<br />absolute right of withdrawal, no employees having any interest
<br />i tsoever therein.
<br />.'. THEREFORE. This Agreement witnosseth that (a) the Employer
<br />zrr pay monies to the Trustee to be placed in deterred compensation
<br />accounts lot Ihu Employer; (If) the Trustee covenants Ile) it will hold
<br />said sums, and any other funds which it may receive hereunder, in trust
<br />for the uses and purposes and upon the terms and conditions
<br />hereinafter stated. and 0) the parties hereto agree as follows:
<br />ARTICLE I. General Dulles of the Partial.
<br />Section 1.1 General Duty of the Employer. The Employer shall make
<br />regular periodic payments equal to the amounts of its employees'
<br />compensation which are detailed in accordance with the terms and
<br />conditions of the Plan to the extent that such amounts are lobe invested
<br />under the Trust.
<br />Section 1.2. General Duties of the Trustee. The To,sICC shall hold all
<br />funds laceivud by it hereunder, which, together with the income
<br />therefrom. shall constitute the Trust Funds It shall administer the Trust
<br />Funds, collect the income Marcel. and make payments Iherelfom, all as
<br />hereinalter provided. The fluster) shall also holdall Trust Funds which
<br />are transferred to it as successor Trustee by the Employer horn existing
<br />deferred compensation arrangements with its Employees under plans
<br />described in section 451 of the Code `;rich T lust Funds shall be subject
<br />10 nil of Ihu loran nod pmwshans of pits Agrormmnl
<br />ARTICLE II. Powers and Dulles of the Trustee in Investment,
<br />Administration, and Dlsbutsemenl of the Trull Funds.
<br />Section 2.1. Investment Powers and Dulles of the Trustee. The
<br />Trustee shall have the power to invest and reinvest the principal and
<br />Incomo of the Trust Funds and keep Ihu Trust Funds inveslud. without
<br />distinction between principal and income, in serurihes or m other
<br />r-offity, fail or personal, whatever 51111ntud, mchhdieg hill met lu111ted
<br />I locks, common or piefmrud, bonds, retuemeul annuity and
<br />Inca policies, mortgages, and alien uvidunces ill uhdubtudnass tit
<br />wr(alship, investment companies, common or group trust funds, of
<br />separate and different tykes of funds (including equity, lurid mromu)
<br />which fulfill requirements of stale and local governmental laws,
<br />APPENDIX C
<br />k
<br />provided, however, that the Employer may direct investment by the
<br />Trustee among available investment alternatives in such proportions ns
<br />the Employer authorizes in connection will) its deferred compensation
<br />agreements with its employees. For these purposes, those Trust Funds
<br />may be commingled with Trust Funds set aside by other Employers
<br />pursuant to the terms of the ICMA Retirement Trust. Investment powers
<br />vested in the Trustee by the Section maybe delegated by the Trusleo to
<br />any bank. insurance of pull company, or any investment advisor,
<br />manager or agent selected by it.
<br />Section 2 2. Administrative Powers of the Trustee. The Trustee shall
<br />have the power in its discretion:
<br />(a) To purchase, or subscribe for, any securities or other
<br />property and to retain the same in trust.
<br />(b) to sell, exchange, convey, transfer or otherwise dispose of
<br />any securities or other property held by it, by private contract, or
<br />of public auction. No person dealing with the Trustee shall ho
<br />bound to see the application of the purchase money or to inquire
<br />into the validity, expediency, or propriety of any such sale or
<br />other disposition.
<br />(c) To vole upon any stocks, bonds. or other securities: to give
<br />general or special proxies or powers of Attorney with or without
<br />power of substitution; to exercise any conversion privileges,
<br />subscription lights, or other options. And to make any pnymenls
<br />incidental iherelo; to oppose, or to consent to, or otherwise
<br />participate in, corporate reorganizations or other changes
<br />Affecting corporate securities, and to delegate discretionary
<br />powers. and to pay any assessments or charges in connection
<br />therewith; and generally to exercise any of the powers of an
<br />owner with respect to stocks. bonds. securities or other prop my
<br />held as pail of the TIu51 Funds.
<br />(d) To cause any securities mother property held as part of the
<br />Trust Funds to be registered in its own name, and to hold any
<br />investments in bearer form, but the books and records of the
<br />Trustee shall at all limes allow that all such investments arc apart
<br />of the Trust Funds.
<br />(a) To borrow or raise money for the purposool the Trust in such
<br />amount, and upon such terms and conditions. as the Trustee strait
<br />deem advisable. and, for any sum so borrowed, to issue its
<br />promissory note as Trustee, and to secure the repayment Ihereuf
<br />by pledging all, or any Part, of the Trust Funds. No person lending
<br />money to the Trustee shall be bound to see the appleahon at ow
<br />money Wolof In inquiro tide its vatiddy, expnhhency or prnpneA;
<br />ul any such bunuwmg.
<br />(II To keep such pudion of the Trust Funds in cash or cash
<br />balances as the Trustee, from Ionic to tune, may deem to be in the
<br />best interest of the Trust created hereby, without liability for
<br />interest thereon
<br />rid To accept rind relnin for such lone as II may deem advhsalue
<br />Any securities or mlel popelly, received or acquwal by it as
<br />lnmhv henvndor. whelp of not such securities of other
<br />pfopetly wmud noftually be purchased os mvoslmnnl hetoundot.
<br />(l) To make, execute, acknowledge, and deliver any and all
<br />documents of transfer and conveyance and any and all other
<br />ahslnnnenls Ilml may he ncrnssmy of npprapnnlu locany nut Ihn
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