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<br />APPENDIX C
<br />
<br />TRUST AGREEMENT WITH
<br />THE ICMA RETIREMENT CORPORATION
<br />
<br />AGREEMENT made by and between the Employer named in 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 underthe
<br />laws of the State of Delaware, for the purpose of investing and otherwise
<br />aaminlsterlng the funds set aside by Employers in connection with
<br />deferred compensation plans established under section 457 of the
<br />I nternal 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 as set forth in the
<br />attached resolution,
<br />
<br />WHER EAS, 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 amou nts equal to the amount
<br />of compensation deferred;
<br />WHER EAS, the fu nds 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 />whatsoever therein;
<br />NOW, THEREFORE. this Agreement witnesseth that (a) the Employer
<br />will pay monies to the Trustee to be placed in deferred compensation
<br />accounts for the Employer; (b) the Trustee covenants that it will hold
<br />sajd 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 (c) the parties hereto agree as follows:
<br />ARTICLE I. General Duties of the Parties.
<br />
<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 deferred in accordance with the terms and
<br />conditions of the Plan to the extent that such amounts are to be invested
<br />under the Trust.
<br />
<br />Section 1,2. General Duties of the Trustee. The Trustee shall hold all
<br />funds received 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 thereof, and make payments therefrom, all as
<br />hereinafter provided. The Trustee shall also hold all Trust Funds which
<br />are transferred to it as successor Trustee by the Employer from existing
<br />deferred compensation arrangements with ItS Employees under plans
<br />described in section 457 of the Code. Such Trust Funds snail be subject
<br />to all of the terms and provisions of this Agreement.
<br />
<br />ARTICLE II. Powers and Duties of the Trustee in Investment,
<br />Administration, and Disbursement of the Trust Funds.
<br />
<br />Section 2.1. Investment Powers and Duties of the Trustee. The
<br />Trustee shall have the power to invest and reinvest the principal and
<br />income of the Trust Funds and keep the Trust Funds invested. without
<br />distinction between principal and income, in securities or in other
<br />property. real or personal, wherever situated, including, but not limited
<br />to, stocks, common or preferred, bonds, retirement annuity and
<br />insurance policies, mortgages, and other evidences of indebtedness or
<br />ownership, Investment companies, common or group trust funds, or
<br />separate and different types of funas (including equity, fixed Income)
<br />which fulfill requirements of state and local governmental laws,
<br />
<br />provided, however, that the Employer may direct investment by the
<br />Trustee among available investment alternatives In such proportions as
<br />the Employer authorizes in connection with ItS deferred compensation
<br />agreements with its employees. For these purposes, these 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 may be delegated by the Trustee to
<br />any bank, insurance or trust company, or any investment advisor,
<br />manager or agent selected by It.
<br />
<br />Section 2,.2. Administrative Powers of the Trustee, The Trustee shall
<br />have the power in its discretion:
<br />
<br />(a) To purchase, or subscribe for. any securities or other
<br />property and to retain the same in trust.
<br />
<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 />at public auction. No person dealing with the Trustee shall be
<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 />
<br />(c) To vote upon any stocks. bonds, or other secuntles; to give
<br />general or special proxies or powers of attorney with or w'thout
<br />power of substitution; to exercise any conversion privileges,
<br />subscription rights, or other options, and to make any payments
<br />incidental thereto; 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 property
<br />held as part of the Trust Funds.
<br />
<br />(d) To cause any securities or other 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 times show that all such investments are a part
<br />of the Trust Funds.
<br />
<br />(e) To borrow or raise money forthe purpose of the Trust In sLch
<br />amount. and upon such terms and conditions, as the Trustee shall
<br />deem advisable; and, for any sum so borrowed, to Issue its
<br />promissory note as Trustee. and to secure the repayment thereof
<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 application of the
<br />money lent or to inqu ire into its validity. expediency or propriety
<br />of any such borrowing.
<br />
<br />(f) To keep such portion of the Trust Funds in cash or cash
<br />balances as the Trustee. from time to time, may deem to be In the
<br />best interest of the Trust created hereby, without liability for
<br />interest thereon.
<br />
<br />(g) To accept and retain for such time as It may deem advisable
<br />any secuntles or other property received or acqUIred by It as
<br />Trustee hereunder, whether or not such securities or other
<br />property would normally be purchased as Investment hereunder.
<br />
<br />(h) To make. execute. acknowledge. and delIVer any and all
<br />documents of transfer and conveyance and any and all other
<br />instruments that may be necessary or appropnate to carry out the
<br />powers herein granted.
<br />
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