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APPENDIX C <br /> TRUST AGREEMENT 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 /> WHEREAS,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 amounts 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 /> WHEREAS,the funds 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 are to 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 existing 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 Investment, (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. Investment 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. <br /> 1 <br />