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<br /> APPENDIX C
<br />TRUST A.GREEMENT WITH
<br />THE ICMA RETIREMENT CORPORATION
<br />AGREEMENT made by and between the Employer named in the provided. however, that the Employer may direct investment by the
<br />attached resolution and the International City Management Association Trustee among available investment alternatives in such proportions as
<br />Retirement Corporation (hereinafter the "Trustee" or "Retirement the Employer authorizes in connection with its deferred compensation
<br />Corporation"), a nonprofit corporation organized and existing under the agreements with its employees, For these purposes, these Trust Funds
<br />laws of the State of Delaware, for the purpose of investing and otherwise may be commingled with Trust Funds set aside by other Employers
<br />administering the funds set aside by Employers in connection with pursuant to the terms of the ICMA Retirement Trust Investment powers
<br />deferred compensation plans established under section 457 of the vested in the Trustee by the Section may be delegated by the Trustee to
<br />Internal Revenue Code of 1954 (the" Code"), This Agreement shall take any bank, insurance or trust company. or any investment advisor,
<br />effect upon acceptance by the Trustee of its appointment by the manager or agent selected by it
<br />Employer to serve as Trustee in accordance herewith as set forth in the
<br />attached resolution,
<br /> Section 2.2. Administrative Powers of the Trustee, The Trustee shall
<br />WHER EAS, the Employer has established a deferred compensation plan have the power in its discretion:
<br />under section 457 of the Code (the "Plan"); (a) To purchase. or subscribe for, any securities or other
<br />WHEREAS. in order that there will be sufficient funds available to property and to retain the same in trust
<br />discharge the Employer's contractual obligations under the Plan. the
<br />Employer desires to set aside periodically amou nts equal to the amount (b) To sell. exchange. convey, transfer or otherwise dispose of
<br />of compensation deferred; any securities or other property held by it, by private contract, or
<br />WHER EAS, the fu nds set aside. together with any and all assets derived at public auction. No person dealing with the Trustee shall be
<br />from the investment thereof, are to be exclusively within the dominion, bound to see the application of the purchase money or to inquire
<br />control. and ownership of the Employer, and subject to the Employer's into the validity. expediency, or propriety of any such sale or
<br />absolute right of withdrawal, no employees having any interest other disposition.
<br />whatsoever therein; (c) To vote upon any stocks, bonds, or other securities; to give
<br />NOW. THEREFORE. this Agreement witnesseth that (a) the Employer general or special proxies or powers of attorney with or without
<br />will pay monies to the Trustee to be placed in deferred compensation power of substitution; to exercise any conversion privileges.
<br />accounts for the Employer; (b) the Trustee covenants that it will hold subscription rights, or other options. and to make any payments
<br />said sums. and any other funds which it may receive hereunder. in trust incidental thereto; to oppose, or to consent to. or otherwise
<br />for the uses and purposes and upon the terms and conditions participate in, corporate reorganizations or other changes
<br />hereinafter stated; and (c) the parties hereto agree as follows: affecting corporate securities. and to delegate discretionary
<br /> powers. and to pay any assessments or charges in connection
<br />ARTICLE I. General Duties of the Parties. therewith; and generally to exercise any of the powers of an
<br />Section 1,1, General Duty of the Employer, The Employer shall make owner with respect to stocks. bonds. securities or other property
<br />regular periodic payments equal to the amounts of its employees' held as part of the Trust Funds,
<br />compensation which are deferred in accordance with the terms and (d) To cause any securities or other property held as part of the
<br />conditions of the Plan to the extent that such amounts areto be invested Trust Funds to be registered in its own name. and to hold any
<br />under the Trust. investments in bearer form, but the books and records of the
<br />Section 1.2. General Duties of the Trustee, The Trustee shall hold all Trustee shall at all times show that all such investments are a part
<br />funds received by it hereunder. which. together with the income of the Trust Funds,
<br />therefrom. shall constitute the Trust Funds, It shall administer the Trust (e) To borrow or raise money for the purpose of the Trust in such
<br />Funds. collect the income thereof. and make payments therefrom, all as amount. and upon such terms and conditions, as the Trustee shall
<br />hereinafter provided, The Trustee shall also hold all Trust Funds which deem advisable; and. for any sum so borrowed. to issue its
<br />are transferred to it as successor Trustee by the Employer from existllng promissory note as Trustee, and to secure the repayment thereof
<br />deferred compensation arrangements with its Employees under plans by pledging all. or any part, of the Trust Funds, No person lending
<br />described in section 457 of the Code, Such Trust Funds shall be subject money to the Trustee shall be bound to see the application of the
<br />to all of the terms and provisions of this Agreement money lent or to inquire into its validity. expediency or propriety
<br /> of any such borrowing.
<br />ARTICLE II. Powers and Duties of the Trustee in InvestmE!nt, (f) To keep such portion of the Trust Funds in cash or cash
<br />Administration, and Disbursement of the Trust Funds. balances as the Trustee, from time to time, may deem to be in the
<br />Section 2.1, I nvestment Powers and Duties of the Trustee, The best interest of the Trust created hereby, without liability for
<br />Trustee shall have the power to invest and reinvest the principal and interest thereon.
<br />income of the Trust Funds and keep the Trust Funds invested. without (g) To accept and retain for such time as it may deem advisable
<br />distinction between principal and income. in securities or in other any securities or other property received or acquired by it as
<br />property. real or personal, wherever situated. including. but not limited Trustee hereunder, whether or not such securities or other
<br />to, stocks. common or preferred, bonds. retirement annuity and property would normally be purchased as investment hereunder.
<br />insurance policies. mortgages. and other evidences of indebtedness or (h) To make, execute. acknowledge. and deliver any and all
<br />ownership, investment companies. common or group trust funds. or documents of transfer and conveyance and any and all other
<br />separate and different types of funds (including equity. fixed income) instruments that may be necessary or appropriate to carry out the
<br />which fulfill requirements of state and local governmental laws, powers herein granted.
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