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Home My WebLink About32586 / 83-07September 15, 1983 IF 7 RESOLUTION (CARRIED LOST LAID OVER WITHDRAWN ) PURPOSE: ADOPT AMENDMENT AND RESTATEMENT OF DEFERRED COMPENSATION PLAN ADMINISTERED BY ICMA RETIREMENT CORPORATION INITIATED BY: CITY ADMINISTRATION WHEREAS, the City of Oshkosh maintains a deferred compensation plan for its employees which is administered by the ICMA Retirement Corporation (the "Admin- istrator"); and WHEREAS, the Administrator has recommended changes in the plan document to comply with recent federal legislation and Internal Revenue Service Regula- tions governing said plans; and WHEREAS, the Internal Revenue Service has issued a private letter ruling approving said plan document as complying with Section 457 of the Internal Revenue Code; and WHEREAS, other public employers have joined together to establish the ICMA Retirement Trust for the purpose of representing the interests of the participating employers with respect to the collective investment of funds held under their deferred compensation plans; and WHEREAS, said Trust is a salutary development which further advances the quality of administration for plans administered by the ICMA Retirement Corporation: NOW, THEREFORE, BE IT RESOLVED that the City hereby adopts the deferred compensation plan, attached hereto as Appendix A, as an amendment and restatement of its present deferred compensation plan administered by the ICMA Retirement Cor- poration, which shall continue to act as Administrator of said plan; and BE IT FURTHER RESOLVED that the City hereby executes the ICMA Retirement Trust, attached hereto as Appendix B; and BE TT FURTHER RESOLVED that the City of Oshkosh hereby adopts the trust agreement with the ICMA Retirement Corporation, as appears at Appendix C hereto, as an amendment and restatement of its existing trust agreement with the ICMA Retirement Corporation, and directs the ICMA Retirement Corporation, as Trustee, to invest all funds held under the deferred compensation plan through the ICMA Retirement Trust as soon as is practicable; and BE IT FURTHER RESOLVED that the Director of Personnel shall be the coordinator for this program and shall receive necessary reports, notices, etc., from the ICMA Retirement Corporation as Administrator, and shall cast, on behalf of the Employer, any required votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. SUBMITTEA B1' - 9 - APPROVED I. INTRODUCTION RESOLUTION # 7 APPENDIX A CITY OF OSHKOSH ("EMPLOYER") DEFERRED COMPENSATION PLAN The Employer hereby estabiishes the Employer's Deferred Compensation Plan, hereinafler reterred to as the"Plan." The Plan consisls of Ihe provisions set 1o�ih in ihis document. The primary purpose ot this Plan is to provide relirement income and other deferred benetits to the Employees of the Employer in accordance with the provisions ot section 457 of the INernal Fevenue Code of 1954, as amendetl. This Plan shall be an agreement solely between the Employer and participating Employees. II. DEFINITIONS 2.01 Account The bookkeeping account maintained for each Participant reflecting the cumulative amount of Ihe ParticipaM's Deferred Compensation, including any income, gains, losses, or increases or decreases in market value attributable to the Employer's invesiment ot the ParticipanPs Deferred Compensation, and further reflecting any distribu- tions to the Participant or the ParticipanPs 8eneficiary and any fees or expenses charged against such Participant's Deferred Compensation. 2.02 Administrator. The person or persons named to carry out certain nondiscretionary adminishative functions under the Plan, as hereinafter described. The Employer may remove any person as Administrator upon 60 days advance notice in writing to such person, in which case the Employei shall name another person or persons to act as Atlministratoc The Administrator may resign upon 60 days advance nolice in writing to Ihe Employer, in which ihe case the Employer shall name another person or persons to act as Adminisirator. 2.03 Beneficiary: The person or persons designated by the Participant in his Joinder AgreemeM who shall receive any benetits payable hereunder in ihe event of [he Participanfs death. 2.04 Deterred Compensation: The amount of Normal Compensa- tion otherwise payable to the Participant which the Participan[ and the Employer mutually agree to defer hereunder, any amount credited to a ParlicipanYS Account by reason oi a transfer under Section 6.03, or any other amount which the Employer agrees to credit to a Participam's ACCOUnt. 2.05 Employee: Any individual who provitles services for the Employer, whether as an employee of the Employer or as an indepentlent conVactor. and who has been designate0 by ihe Employer as eligible to participate in the Plan. 2.06 Includible Compensation: The amount of an Employee�s compensation from ihe Employer for a[axable year that is atVibutable to services performed for the Employer and that is includible in the Employee's gross income for ihe tarable year for federal mcome tax purposes: such term does not 7 - 9a - include any amoun[ exCludable Oom gross income under Ihis Plan or any o„ier plan tlescribetl in section 457(b) ol tne Internal Revenue Code, any amount excludable Irom gross income under section 403(b) of ihe Intemai Revenue Cotle. or any other amount excludabie irom gross income for fetleral income tax purposes. Includible Compensation shall be de�ermined without regard to any communi�y property iaws 2.07 Joinder Agreement: An agreement entered into between an Employee and ihe Employer, including any amendments or modifications thereof. Such agreement shall fix the amount of Deferred Compensation, specity a preterence among the investmeM alternatives designated by ihe Employer, designate the Employee's Bene(iciary or Beneficiaries, and incorporate the terms, conditions, and provisions of the Plan by reference. 2.08 Normal Compensation: The amount of compensation which would be payable to a Participant by the Employer for a taxable year if no Joinder Agreement were in etfect to defer compensation under [his Plan. 2.09 Normal Hetirement Age: Age 70, unless the Participant has eledetl an alternate Normal Retirement Age by written insVUment delivered to the Administrator prior to SeparaUOn from Service. A ParticipanPS Normal Retirement Age determines (a) the la[est time when benefits may commence under ihis Plan (unless ihe Participant continues employ- ment after No�mal RetiremeN Age�, and (b) the periotl during whlch a Participant may utilize ihe catch-up limitation ot Section SD2 hereunder. Once a Participant has to any extent utilized the catch-up limitation of Section 5.02, his No�mal Retirement Age may not be changed. A ParticipanPs alternate Normal Retirement Age may not be earlier ihan the earliest date ihat ihe Participant will become eligible to retire and receive unretluced retirement benefits under Ihe Employer's basic retirement plan covering the Participant and may not be later [han ihe date the Pa�ticipani attains age 70. If a Participant continues employmem atter auaining age 70. not having previously elected an alternate Normal Retirement Age, ihe ParticipanTs altemate No�mal Retirement Age shall not be laler than the mantlatory retirement age, i1 any, establi5hed by ihe Employer, or the age at which ihe Participant actuatly separates irom service if the Employer has no mandatory retirement age. If the Participant will not become eligible to receive benefits under e baSiG retirement plan maintainetl Dy the Employer, the ParticipaM's altemate Normal Retirement Age may not be earlie� than atlainment ol age 55 and may not be later than attainment oi age 70. 2.10 Participant: Any Employee who has joinetl lhe Plan pursuant to the requirements of Article IV. 2.11 Plan Year. The calendar year. _� 2.12 Retiremenl: The first date upon which bo[h ol the follow�ng shall have occurred with �espect to a ParGCipant. Separation irom Service and attainment of Normal Retirement Age. 2.13 Separotion Irom Service: Severance oi the Participant's employment with t�e Employe�. A Participant shall be deemetl to have severed �is employment with ihe Employer tor purposes ol this Plan when, in accortlance with 7ne established practices oi the Employer, the employment relationship is considere0 to have actually terminated. In Ihe case ol a Participant who is an independent contractor of the Employe�, Separation from Service shall be tleemed to have occurretl when Ihe ParlicipanYS coniract under which services are pertormed has completety expired and te�minaied, ihere is no foreseeable possibility ihat �he Employer will renew the coniract or en�er into a new contracl tor the Participanfs services, and i� is not aNicipatetl ihat Ihe Participant will become an Employee ot the Employer. 111. ADMINISTRATION 3.07 Duties of Employer. The Employer shall have the aulhori[yto make all tliscretionary tlecisions affeding the rights or benefits of Participants which may be requiretl in the adminis�ration ot this Plan. 3.02 Duties ol Administra�or. The Administrator, as agent for the Employer, shafl per(orm nondiscretionary atlm�nistrat�ve functions in connection with ihe Plan, inclutlinq the maintenance of Participants' Accounts, the provision ot periodic repor[s of [he status of each AccouM and the disbursement of benetits on behatf of the Employer in accortlance wi[h ihe provisions of Ihis Plan. IV. PARTICIPATION IN THE PLAN 4.01 Initial Participation: An Employee may become a Participant by entering into a Joinder Agreement p�io� to t�e beginning of the calendar month in which the Joinder Agreement Is to become effective to defer compensation not yet eamed. 4.02 AmendmentolJOintlerAgreement:AParticipanlmayamentl an executed Jointler Agreement [o change the amount of compensation not yet earned which is lo be deterred (inclutling the retluction of such future tleferrals tozero� or to change his investment prete�ence (subjec[ to such res�ric- tions as may result irom the nature orterms ot any investment made by ihe Employer). Such amentlment shall become effective as of Ihe beginning ot the catendar monih commencing after the date Ihe amendment is executed. A Participant may at any time amend his Joinder Ag�eemen� to change the tlesignated Beneficiary and such amendment shall become effective immediately. V. LIMITATIONS ON DEFERRALS 5.01 Normal Limitation: Except as p�ovitled in Section 5.02 Ihe maaimum amount of Deterred Compensation for any Participant for any taxable year shall not exceed the lesser of $7,W0.00 or 33 1/3 percent of ihe Participant's Includible Compensation for ihe tanable yeac This limitation will ordinarily be equivalen� to the lesser of $7,W0.00 or 25 percent of the Participant's Normal Compensation. 5.02 Catch-up Limitation: For each ot the last three (3) taxable years ot a Participant ending betore his attainment oi Normal Retiremenl Age, ihe maximum amount ot Deferred Compensation shall be the lesser ot: (7) 575,000 or (2) the sum of (i) the Normal Limitation for the taxable year, antl fii) that portion of the Normal Limitation tor each ot the D�ior taxable years ot Ihe Participant commendng aNer 1978 during which the Plan was in existence and the Participant was eligible �0 participate m �he Plan (or in any other plan established under section 457 of the Intemai Revenue Code by an employer within ihe same State as the Employer� less the amount of Deterred Compensation for each such prior taxable year (inclutling amounts tleferred unde� such other 9b2- RESOLUTION # 7 plan). For purposes o1 th�s SeC�ion SA2. a Panc�ipanfs Includible Compensation for ihe current taxable year shall be deemed to mclutle any Deterretl Compensa�ion br ihe taxable year in excess ot ihe amount permitted under ihe Normal Limitation, and the�Participanfs Includible Compen- sation tor any prior taxable year shall be tleemed to exclude any amount that could have been tlele�red under the Normal Limitation for such prio� taxable year. 5.03 Sedion 403(b) Annuilier. Por purposes of Sections SA1 antl 5.02, amounts contributed by ihe Employer on behalt of a Participant tor the purchase ot an annuity contract described in section 403�b) of the Intemal Revenue Code shall be treated as if such amounts constituted Deferred Compensa- tion under this Plan tor ihe taxable year m which the contribution was matle and shall thereby retluce the maximum amount that may bedeferredforsucMaxableyear. VI. INVESTMENTS AND ACCOUNT VALUES 6.01 Investment ot Deferred Compensation: All investmenis of Participants' Defe�red Compensation made byt�e Employer, including all property antl rights purchased wiih such amounis antl all income attributable thereto, shall be ihe sole property of the Employer and shall no7 be heltl m trust for Participants or as collateral securiry for the fWfillment of ihe Employer's obligations under ihe Plan. Such property shall be subject to ihe claims of generai creditors ot ihe Empieyer, and no Participant or Beneficiary shall have any vested in�eres� or securetl or pre�erred position with respect to such property or have any claim against the Employer except asa general cretlitor. 6.02 CreditingofAccounts:TheParticipanfsACCOUntshallrellect the amount antl value ot the investments or other property obtained by the Employer through the investment ot the Par�icipanPS Deferred Compensation. It is anticipatetl ihat the Employer's invesimen[s with respect to a Participant will conform to the investment preference specified m the Participant's Joinde� Ag�eemeM, but nothing herein shall De construed to require the Employer to make any panicular inveslment of a ParticipanPs Deferretl Compensation. Each ParticipaN shall receive periodic �eports, not less frequentty Ihan annually, 5howing the then-current value of his ACCOUnt. 6.03 Acceptance ol T�ansters: Pursuant to an appropriate wntten agreement, the Employer may accept antl credit to a Participam's Account amounts Iransferred from another employer within the same State representing amounts held by such other employer untler an eligible State tlelerred compensation pfan tlescribed in section 457 oi the Intemal Revenue Code. Any such transferred amount shall no� be Ireated as a deferral subject to ihe limitations ot ArLCIe V. provitletl however, ihat the actual amount ol any deterral under the plan irom whic� the transfer is matle shall betaken into account in compWing the catch-up limitation untler Section 5.02. 6.04 EmployerLiability:InnoeventshalltheEmployer'sliabiliryto pay benefits to a Panicipant unde�Article VI exceed the value of the amounts cretlited to the Participant's Account, ihe Employer shall not be liable lor losses arising Irom depreciation or shnnkage in ihe value ol any investments acquired untler ihis Plan. VII. BENEFITS 7.01 Retirement Benetits and Election on Separation trom Service: Except as otherwise provided in 7his Article VII. the disiriDUlion of a ParlicipanYS Account 5hall commenCe during the second calendar moMh afler ihe close ol the Plan Year ot the Participant's Retirement, and the disiribuuon of such Retirement benefrts shall be made in accordance wdh one ol ihe payment options describetl in Section 7.02. Notwithstanding ihe loregoing, the Partiupant may irrevo- cably elect wdhin 60 tlays following SeOara��on (rom Service to have ihe disiribuUOn of benefil5 commence on a dateother ,, �han ihat describetl in the precedmg sentence which is at least 60 tlays alter the tlate such election is delrve�etl in writing to the Employer and lorwa�detl to the Adminislrato� but no� la�er than 60 days af�er ihe close of the Plan Vear oi the ParlicipanCs Retiremen�. 7.02 VaymentOp�ions:ASprovidedinSection57.01,7.O5and7.06. a Participant may elect to have ihe value ot his Account distributed in accordance with one ol ihe toilowing payment options, provided ihat such option is consistent with ihe limita�ions set,lorth in Section 7A3: (a) Equal monthly, quarterly, semi-annual or annual payments in an amount chosen by ihe Participant. continuing until his Account is exhaustetl; (b) One lump sum paymeM; (c) Approxima�ety equal mon�hly, quar�erty, semi-annual or annual payments, calculated to continue to� a periotl certain chosen by Ihe ParticipanT, (d) Paymenis equa� to payments made by the issue� of a retiremem annuity policy acquired by th� 2mployer, (e) Any other payment option elected by the Participant and agreed Io by ihe Employer. A ParticipaM's eledion of a payment option must be matle at least 30 days before the payment of benefits is to commence. If a Participant fails to make a timely election of a payment option, benefits shall be paid monthry under option (c) above (or a period ol five years. 7.03 Limi�ation on Options: No paymeM option may be selectetl by the Participant under Section 7A2 unless the present value of the payments to the Participant, tletermined as of the date �� benefits commence, ezceetls W percent of ihe value of the ParlicipanPs Account as of the date benefits commence. Present value determinations under this Section shall be matle by the Administrator in accordance with ihe expected retum multiples set forih in sedion 1.72-9 of the Federai Income Tax Regulations (or any successor provision tosuch regula�ions). 7.04 PosLre�irement Death Benefits: Should Ihe Participant die atter he has begun to receive benetits under a payment option, the remaining payments, if any, under the payment option shal� be payable to the Participant's Beneticiary commencing within 60 days afier the Administrator receives proof of ihe Participanfs death, unless the Beneficiary elects payment under a ditferent payment option a[ least 30 days prior to [he date that Ihe first paymen[ becomes payable to ihe Beneticiary. In no event shall ihe Employer or Administrator be liable to ihe Beneficiary lor the amount o` any payment matle in ihe name of ihe Par�icipant beforethe Atlminisirator recerves proof oi death of Ihe Participant No�withstanding Ihe (oregoing, payments to a Beneficiary shall not extend over a period longer than (i) ihe Beneficiary s life eapectancy if the Beneficiary is Ihe ParticipanYs spouse or (li) fif�een (�S) years I( ihe Beneficiary is not ihe Participant's spouse. If no Beneficiary is designated in the Jointler Agreement, or if ihe designated Beneficiary does no; survive ihe Par�icipaM for a period of fifteen (15) tlays. Ihen Ihe commuted vafue of any remaining payments under ihe payment option shall be paid in a lump sum to the estate ot the Participant. If ihe designated Beneficiary survives the Participant fo� a period o� fifteen (75) days, but does not continue �o live for Ihe remaining period of paymen�s untler ihe payment option (as modified, it necessary, in conformity with the third sentence of this section), then the commutetl value ol any remaining payments under the payment option shall be paitl in a lump sum to ihe estate of the Beneficiary 7.05 Pre-retirement Death Beneli�s: Shoultl Ihe Participant die betore he has begun to receive ihe benefits provitletl by� RESUL�TTON � 7 Secbon5 7.01 or 7A6. a tleath benelit equal to ihe value of t�e Parbcipant's Account shall be payable to ihe Benefiaary commencing no later ihan 60tlays aNer the close of Ihe Plan Year in which the Participant would have attainetl Normal Retuement Age. Such tleath benefit shall be paid in a lump sum unless ihe Beneticiary elects a difterent payment opGOn within 90 tlays ot ihe ParticipanCs death. A Beneliciary who may elect a payment option pursuant to the provisions of ihe precetling sentence shall be ireated as i� he werea Participant for purposes ot determining [he payment options available untler Section �D2; provided, however, Ihat the payment option chosen by the Beneliciary must p�ovide lor payments to the Beneficiary over a periotl no lonqer than the life expectancy of the Beneficiary it the Beneficiary is the ParticipanYS spouse and must provide lor payments over a period not in excess of tifteen (15) years if the Beneticiary is not Ihe Participanfs spouse. 7.06 Disabiliry:IntheeventaPariicipanibecomesdisabletlbelore the commencement ot Retuement benefits untler Section 7.01, the Participant may elect to commence benehts untler one ot ihe payment options desc�ibetl in Section 7A2 on the last day of the monih following a determinahon of d�sability by the Employec The ParticipanYs request for such determination must be made within a reasonable time after the impairment which constiWtes the disability occurs. A Participant shall be considered disabled for purposes of th�s Plan if he is unable [o engage in any substantial gainful activity by reason of any metlically determinable physical or mental impairment which can be expected to �esWt in death or be of long-continued and intlefinite duration. The disabili�y ot any Par�icipant Shall be determinetl in accordance with uniform principles consistently app6etl and upon ihe basis of such medical evidence as the Employer deems necessary and desirable. 7.07 Unforeseeable Emergencies: In �he event an unforeseeable emergency occurs, a Participant may app�y to the Employer to receive that part of the value of his account tha[ is reasonably needed to satisfy ihe emergency need. Ii such an application is approved by the Employer, the Participant shall be paitl only such amount as ihe Employer deems necessary to meet the emergency need. but payment shall not be made �o the extent �hat lhe iinancial hardship may be relieved through cessation of deferral untler ihe Plan, insurance or othe� reimbursement, or liquidation of o�her assets to the extent such liquidation would not itsetl cause severe finannal hardship. An unforeseeable emergency shall be deemetl to involve only circums�ances ot severetinancial hartlship �o the Participant resWling from a sutltlen and unexpected illness or accident oi the Participant or of a dependent (as tlefined in section 152(a) ot the Intemal Revenue Code) of ihe ParticipanL loss of the Parbcipant's pro0erry tlue to casualty, or other similar and extraordinary unforeseeable cucum- stances arising as a resutt of evenis beyontl the conirol of ihe Participam. The need to send a ParticipanCs chiltl to coilege or to purchase a new home shall not be consitlered unforeseeable emergencies. The determination as to whelher SuCh an unforeseeable emergenCy exi5�5 5hall be based on ihe merits ot each individual case. VIII. NON-ASSIGNABILITY No Par[icipant or Beneficiary s�all have any right to commute, sell, assign, pledge, iransfer or otherwise convey or encumberthe right to receive any payments hereuntler, which payments and righis are eapressly dedared to be non-assignable antl non- transfeiable. IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS - 9c - This Plan serves in addiLOn to any other retirement, pension. or benefii plan or system presently in ezistence or hereinafter establishetl to� the benetit ot the Employers employees. and participation hereunder shalt not aHect benefits rece�vable untler ...r any such plan or sysiem Neihing coNainetl in ihi5 Plan shall be deemed �o constitute an employmen� con�laci or agreement between any Participant and the Employer or to give any Participant the �igM to be retametl in ihe employ ot the Employer. Nor shall any�hing he�ein be consirueo to modity ihe terms of any employment coniract or agreement between a Participant antl Ihe Employer. X. AMENDMENT OR TERMINATION OF PLAN The Employer may at any fime amend this Plan providetl �hat it iransmits such amendment in writing to ihe Adminisirator at least 30 tlays prio� to ihe effechve tlate of the amendment. The consent of the Administrator shall not be required in order br such amendment to become eflective, but the Administrator shall be under no obligation to wntinue acting as Adminisirator hereunder it it tlisapproves of such amendmenL The Employer may at any lime terminate this Plan. The Adminisirator may at any time propose an amendment to ihe Plan by an instrument in writing transmitted �o ihe Empioyer a� least 30 days before the e(fective date of ihe amendment. Such amendment shall become eflective unless, within such 30-tlay RESOLUTION # 7 periotl, ihe Employer notities the Atlministrator in writing ihat it disapproves such amendment. in which case such amentlment shall not become eflective. In t�e event ol such disapproval, the Atlministrator shall be under no obligation to continue acting as Adminisirafor hereunder. No amendment o� termination ot the Plan shail divest any Participant of any righis with respect to compensation deferred belore ihe tlate ot ihe amentlment or termination. XI. APPLICABLE LAW This Plan shatl be consirued under ihe laws of the state where the Employer is located and is established with ihe inteM that it meet the requirements of an "eligible State deferred compensation plan" under seclion 457 of the Intemal Revenue Code o1 7954, as amentled. The provisions oi ihis Plan shall be inlerpreted wherever possible in conformdy with ihe requiremeNS ot Ihat section. XII. GENDER AND NUMBER - 9� - The masculine pronoun, wheneverused herein, shall include the �eminine pronoun, and the singular shail includethe plural.except where the coMext requi�es otherwise. RESOLUTION # 7 APPENDIx B DECLARATION OF TRUST of ICMA RETIREMENT TRUST ARTICLE I. Name and Delinitions SECTION 1.1. Name. The Name of the Trust created hereby is ihe ICMA Retirement Tiust. SECTION 12. Detinitions. Wherever they are used herein, the following terms shall have ihe tollowing respective meanings: (a) By-Laws. The By-Laws referred to in Seclion 4.1 hereoF. as amended from time to time. (b) Deferred Compensation Plan. A defe�retl compensation plan established antl maintainetl by a Public Employerforthe purpose of provitling retirement income an0 other deferred benefits to its employees in accordance with the provisions of section 457 of ihe Intemal Revenue Code of 1954. as amended. (c) Guaranteed Invesiment ContracL A coniract entered into by the RetiremenCTrust wrth insurance companles ihat providesfor a guaranteed rate of retum on investmeMS made pursuant to such con[ract. jd) ICMA. The Intemational City Management Association. (e) ICMA/RC Trustees Those Trustees elected by the Publlc Employers who, in accordance wi[h the provisions of Section 3.1(a) hereof, are also members of the Board of Directors of ICMA or RC. (f) InvestmentAdviser.ThelnveslmentAdviserihatentersintoa contract with the Retirement Trust to provide advice with respect to investmen[ ot Ihe Trust Properry. (g) Employer Trust. A trust created pursuant to an agreement between RC and a Public Employer for the purpose ot investing and administering the funds set aside by such employer in connection with its deferred compensation agreements with its employees. (h) Porttolios. The Portfolios ot investments established by the Investment Adviser to the Retirement Trust, under the supervision of ihe Trustees, for [he purpose oi providing mvestments for the Trust Property. (i) Public Employee Trustees. Those Trustees elected by 7he Public Employers who, in accordance with ihe provisions of Section 3.1(a) hereof, are full-time employees of Public Employers. (j) Public Employer. A unit of state or local govemment, or any agency or instrumenlality thereof, that has adopted a Deferretl Compensatlon Plan and has executed this Declaration of Trust. (k) RC. The Intemational City Management Association Reti�ement Corporelion. (I) RetiremeN Trust The Trust created by this Declaration of Trust. (m) Trust P�operty. The amounts held in ihe Reti�ement Truston behalt ot ihe Public Empioyers. The Trust Property shall include any income resWting lrom Ihe invesiment of ihe amounts so heltl. (n) Trustees. The Public Employee Trustees and ICMA/RC Trustees electetl by the Public Employers to serve as membersoi the Board of Trustees oi the Retirement Trus[. ARTICLE II. Creation and Purpose of the Trust; Ownership of Trust Property SECTION 2.1. Creation. The Retirement Trust is created and established by the execution of this Declaration of Trust by ihe Trustees and Ihe participating Public Employers. SECTION 22. Purpose. 7Te purpose of ihe Retuement Trust is to provide for the commingled invesimenf of tuntls heltl by the Publlc Employers in connection with iheir Deferretl Compensation Plans. T�e Trust Property shall be invested in Ihe Portfolios. in Guaranteed Investment COntracis and in o�her investments recommendetl by ihe Investment Adviser under ihe supervision of ihe Board ol Trustees. SECTION 2.3 Ownership of Trust Property. The Truslees shatl have legal title to the Trust Properry. The Public Employers shall be ihe beneficial owners of the Trust Property. ARTICLE III. Trustees SECTION 3.1. Number and Qualification of Trustees. (a) The Boartl of Trustees shall consist of nine Trustees. Rve of the Trustees shall be full-time employees of a Public Employer (Ihe Pub�ic Employee Trus[ees) who are authorized by such Public Employer to serve as Trustee. The remaining four Trustees shall consist of two persons who. at the �ime of eledion to ihe Board of Trustees, are members ot Ihe Board of Directors o� ICMA antl two persons who, at ihe Lme of election, are membe�s of the Board of Diiectors ol RC (the ICMA/RC Trustees). One ol ihe Trustees who is a director of ICMA. and one of ihe Trustees who is a directoi ol RC. sha�l, at Ihe time of eleclion, be tull-tlme employees of a Public Employer. (b) No person may serve as a Trustee for more ihan one term in any ten-year period. SECTION 32. Election and Term. (a) Except tor the Trustees appointetl to fill vacancies pursuaN to Section 3.5 hereol, the Trustees shall be elected by a vote of a majority of ihe Public Employers in accordance with Ihe proceduies set forth in �he By-Laws. (b) At the tirst election of Trustees, three Truslees shall be elected for a term of three years, three Trustees sha�l be electe0 tor a term of two years and three Trustees shall be electetl for a term of one year. At each subsequent election, three Trustees shall be elected for a term ot three yea�s antl until his or her successor is electetl antl qualified. SECTION 3.3. Nominations The Trustees who are tull-time employees of Public Employers shall serve as ihe Nominating Committee for the Public Employee Trustees. The NominaLng Committee shatl choose canditlates for Public Employee Trustees in accordance with the procedures set fort� in the By-Laws. 1 - 9e - SECTION 3.4. Resignation and Removal. (a) Any Trustee may resign as Trustee �without nee0lor pnor or subsequent accounting) by an insirument in wri�ing vgned by ihe Trustee and delivered to the other Trustees and such resignation shall be eHective upon such delivery, or at a later date accortling to Ihe terms o� the instrumenl. Any ol lhe Trustees may De removed lor cause, by a vote ol a majority ol �he Public • � Employers. (b) EachPublicEmployeeTrusteeshallresignhisorherposition as Trustee within six�y tlays oi the date on which he or she ceases �o be a �ull-lime employee of a Public Employer. SECTION 3.5. Vacancies. The term ot oflice of a Trustee shall terminate and a vacancy shall occur in ihe event of the death, resignation, �emoval, adjudicated incompetence or other incapacity to perform the duties oi the oftice of a Trustee. In ihe case of a vacancy, ihe remaining Trustees shall appoint such person as they in iheirdiscretion shall see fit (subject to ihe limitations set torth in this Section). to serve for the unexpired por[ion of the term of [he Trustee who has resigned or otherwise ceased to be a Trustee. The appointmeM shall be made by a writlen insirument signed by a majority oi ihe Trustees. The person appointed must be ihe same type oi Trustee (i.e., Public Employee Trustee or ICMA/RC Trustee) as ihe person who has ceased to be a Trustee. An appointment ot a Trustee may be made in anticipation ot a vacancy to occur at a later date by reason of retirement or resignation, provided that such appointment shall not becomeetfective priorto such retirement or resigna[ion. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filletl as provldetl in this Section 3.5, the Trustees in office, rega�dless of their number. shal I have all ihe powers granted to Ihe Trustees and shall discharge all Ihe duties imposetl upon ihe Truslees by ihis Declara[ion. A writ�en instrument certitying ihe existence of such vacancy signeC by a majoriry of the Trustees shall be concWSive evidence of the existence of such vacancy. SECTION 3.6. Trustees Serve in Representative Capacity. By executing this Declaration, each Public Employeragreesthatthe Public Employee Trustees eleded by the Public Employers are authorizetl to act as agents and representatives of the Public Employers colleclively. AR7ICLE IV. Powers of Trustees SECTION 4.1. General Powers. The Trustees shall have the power to contluct the business of ihe Trust and to carry on its operations. Such power shall include, but shall not be limited to, the power to: (a) receive the Trust Property from ihe Public Employers orfrom a T�ustee of any Employe� Trust; (b) enter into a contract with an Investment Adviser providing. among other ihings, tor the establishment and operation ol ihe Portfolios, selection of the Guaranteed Invesiment ConVacis in which the Trust Property may be invested, selec[ion oi other investments forihe Trust Propertyand the payment of reasonable fees to the Investment Adviser and to any sub-investment adviser retainetl by the Investment Ativiser, (c) �eview annually the performance of the Investment Ativiser and approve annualiy the con[ract with such Investment Ativiser; �d) invest and reimest the Trust Property in the Portfolios, the Guaranteed Invesiment Contracts and in any o[her invesiment recommended by ihe Investment Atlwser, provitletl that if a Public Employer has directed ihat its monies be mvested in specified Porttolios or in a Guarenteed Investment Contract. the Trustees of [he Retirement Trust shatl invest such monies in accortlance with such tlirections: (e) keep such portion of the Trust Property in wsh or cash balances as the Trustees, irom [ime to time, may deem to be m the best INerest of the Retirement Trust created hereby, without liability for interest thereon; (f) accept and retain for such time as they may deem ativisable � any securities or other property received or acquired by ihem as Trustees hereunder, whether o� not such SeCwities or other properry would normally be purchased as invesiments he�e- untler: (g) wuse any securities or other p�operty held as part of ihe Trust Property to be registeretl in Ihe name o1 the Retirement Trust or in the name of a nominee, and to hold any invesiments in bearer form, but the books antl reco�ds o� the Trustees shall atall - 9f2 - RESOLUT_I.ON # 7 _ umes show Ihat all such inves�menis are a part o� ihe Trust Property, (h) meke, execute, acknowledge, antl deliver any antl all tlocuments ot irans�er antl conveyance and any antl all other instrumeMS that may be necessary or appropriate to carry out t�e powers herein gran�ed; (i) vote upon any stock, bonds, or other securities; give general or special proxies or powers of attomey wdh or without power of substitution; exercise any conversion privileges, subscription rights, or other options, and make any paymeMS incitleMal thereto; oppose, or consent to, or otfierwise participate in, corporate reorganizations or other changes affecting corporate securities, and delegate tliscretionary powers, and pay any assessments or charges in connection iherewith; antl genera�ly exercise any of the powers of an owner wil� respect ro stocks, bonds, securities or other property held as part ot the T�ust Property; (j) enter into contracts or arrangements for goods or services required in connection with ihe ope�ation of lhe Fetirement Trust, including, bul not limited to, coMracts with custodians and contracts for the provision of adminis[rative services: (k) borrow or raise money for the purpose o1 the Retirement Trust in such amount, antl upon such terms and contli�ions, as ihe Trustees shall tleem advisable, provitletl that the aggregate amount oi such borrowings shall not exceetl 30°�0 of ihe value of [he Trust Property. No person lentling money to the Trustees shall be bound to see the application of the money lent or to inquire into its validity, expediency or proprie[y of any such borrowing; (q incurreasonable expensesasrequiredfortheoperationofthe Retirement Trust and deduct such expenses irom ihe Trust Property; (m) pay expenses properly allocable to the Trust Property incurred in connection with ihe Deferred Compensation Plans or the Employer Trusts and deduct such expenses from ihat portion of the Trust Property beneficially ownetl by the Public Employer to whom such expenses a�e properly allocable: (n) pay out of the Trust Property all real and personal property taxes, income taxes and other taxes of any and all kinds which, in the opinion of the Trustees, are property levied, or assessed under existing or tuture laws upon, or in respeCt O�, [he Trust Property and allocateany such taxestothe appropriate accounts; (o) adopt amend and repeal the By-Laws, provided that such By- Laws are at afl times consistent wiN the terms of this Declara[ion of Trust; (p) employpersonstomakeavailableiNereslsintheFetiremeM T�ust to employers eligible to maiMain a deferred compensation plan under section 457 of ihe Intemal Revenue Cotle, as amended; (q) issue ihe Annual Report of the Reliremenl Trust. and Ihe tlisdosure documents and other literature used by the Retirement T�us[; (r) make loans, including ihe purchase ot debt obligations, providetl that all such loans shall bear interest at ihe curreM market rate; (s) conVact tor, and delegate any powers granted hereunder to, such officers, agents, employees, auditors and atlomeys as ihe Trustees may select, provided Ihat the Trustees may not delegate the powers set forth in paragraphs (b�. (c) and (o) of ihis Sedlon 4.1 and may not delegate any powers if such delegation would violate their fiduciary duties; (�) provide for Ihe indemnification ot ihe officers and Trustees o1 the Retirement Trus[ and purchase fiduciary insurance; (u) maintain books and records, inclutling separate accounis for each Publlc Employer or Employer Trust an� such addiGonal separate accounts as a�e reqwred under, and consistent with, the Deferred Compensation Plan of each Public Employer, and (v) do all such acis, take all such proceetlings, �ntl e*ercise ail such rights antl Drivdeges, atthoug� not speciliwfly meMioned .� herein, as the Trustees may deem necessary or appropriate lo administer the Trust Property and tocarry out ihe purposes oi ihe Re�irement Trust. SECTION 4.2. Distribution o� Trust Prope�ry. Distributions of the Trust Property shall be matle to, or on behall ol, Ihe Public Employer, in accordance with the terms of the Delerred Compensation Plans or Employer Trusta The Trustees of the Retlrement Trust shall be fully protected in making paymenis in accordance with ihe directions ot Ihe PubliC Employer5 or the Truslee5 0l the Employer Trus�s wi[hout ascertaining whether Such payments a�e in compliance wit� the provisions of the Deferred Compensation Plans or �he agreements creating the Employer Trusis. SECTION 4.3. Execution ol Ins�ruments. The Trustees may unanimously designate any one or more of the Trustees to execute any instrument or document on behalf of ali, inclutling but not limited tothe signing or endorsemen[ of any check antl the signing of any applica�ions, insurance antl other conUacis, and ihe action ot such tlesignated Trustee or Trustees shall have ihe same fo�ce and elfect as it taken by ail ihe Trustees. ARTICLE V. Duty o� Care and Liability ol Trustees SECTION 5.1. Duty of Care. In exercising the powers hereinbefore grantetl to the Trustees, the Trustees shall perform all acts within iheir authoriry tor ihe exclusive purpose ot providing benetits for Ihe Public Em, loyers, and shall pertorm such acts with the care, skill, prudence and diligence in thecircumstances ihen prevailing that a prudent person acting in a like capacity and familiar wilh such matters would use in ihe conduct o1 an enterprise of a like character and with like aims. SECTION 52. Liability. The Trustees shall not be liable br any mistake of judgmen[ or o[her action taken in gootl faith, and for any adion taken or omittetl in reliance in good faith upon ihe books of accoum or other records of the Retirement Trust, upon the opinion ot counsel, or upon reports made to the Retirement Trust by any oi its officers, employees or agents or by the Invesiment Ativiser or any sub- invesimeM adviser, accountams, appraisers or other experts or consWtants selected with reasonable care by Ihe Trustees, otficers or employees of the Retirement Trust. The Trustees shall also not be Iiabie for any loss sustained bythe Trust Property by reason of any investment made in good faith and in accordance with thestantlard of care set forth in Section 5.7. _ 9 s 9 - R ESALLLT I O N_._# J_ ----- _ _ SECTION 5.3. Bond. No Trustee shall be obligated to give any bontl or other security for Ihe perlormance of any o� his or her tluties hereunder. ARTICLE VI. Annual Repor� to Shareholders The Trustees shatl annually submit tothe Public Empfoyers a written report ot ihe iransacLOns of lhe Retirement T�ust, including financial statements which shall be certified by intlependent public accountants chosen bythe T�ustees. ARTICLE VII. Duration or Amendment ol Retirement 7rust SECTION 7.1. Wi�hdrawal. A Public Employer may, at any �ime, with- draw Irom ihis Retirement Trust by tlelivering to the 8oard ot Trustees a sta[ement to ihat eftect The withtlrawing Public Employe�'s beneficial interest in the Retirement Tiust shall be paid out to the Public Employer or to the Trustee of the Employer Trust, as appiopnate. SECTION Z2 Duration. The Retirement Trust shall con�inue un�il terminatetl by ihe vote of a majori�y of ihe Public Employe�s. each casting one vote. Upon termination, all of ihe Trust Property s�all be paid out to the Public Employers or ihe Trustees of �he Employer Trusis. as appropnate. SECTION 7.3. Amendment. The RetiremeM Trust may be amentletl by ihe vote of a majonty of ihe Public Employers.each castingonevote. SECTION 7.4. Pwcedure. A resolution to terminate or amend the Retirement Trust or to remove a T�ustee shall be submitted to a vo[e o� ihe Public Employers iC (a) a majority of ihe Trustees so direct, or (b) a petition requesting a vote, signed by not less �han 25% ot t�e Pubhc Employers, is submittetl to the Trustees. ARTICLE VIII. Miscellaneous SECTION 8.1. Governing Law. Except as otherwise required by state o� local law, this Declaration of Trust and the Retirement Trust hereby created shall be construed and regulated by ihe laws of ihe Disirict of Columbia. SECTION 8.2. Counterparts. This Declaration may be executed by the Public Employers antl Trustees in two or more counterparis, each ot which shall be tleemetl an onginal but all ol which togethei shall Constitute one antl �he 5ame insirument. .� RESOLUTION # 7 TRUST AGREEMENT WITH THE ICMA RETIREMENT CORPORATION AGREEMENT matle by and between Ihe Employer named in ihe attachetl resolution antl the Intemational City ManagementASSOCiation Retirement Corporation (hereinafler ihe "T�ustee" or "RetiremeM Co�poration"), a nonprofit corporation organized and existing underthe laws of Ihe State ot Delaware, torthe purpose of investing and o�herwise atlministering the funds se� aside by Employers in connection with deferred compensation plans established under section 457 of ihe Intemal Revenue Code of 1954 (the"Code"). This AgreemeM shall take eflect upon acceptance by ihe Trustee ot its appointment by the Employer to serve as Trus.ee in acco�tlance herewith as set forth in the attached resoWtion. WHEREAS. the Employer has estabiished a deferred compensation plan under section 457 of ihe Code Qhe "Plan"); WHEREAS, in order that there will be sufficient tunds avatlable to discharge ihe Employer's contractual obligations under the Plan, the Employer desires to set asitle periodically amounis equal to the amount of compensation tleferred; WHEREAS, the funtls set aside, together with any and all assets derivetl from [he investment thereof, are to be exdusively within the dominion, control, and ownership of ihe Employer, and subject to the Employer's absoWte right of withdrawal, no employees having any interesl whatsoever therein: NOW. THEREFORE, ihisAgreement witnesseth that (a) the Employer will pay monies to the Trustee lo be placed in deferretl compensaticn accounis for the Employer, (b) the T�ustee covenants Ihat it will hold said sums, and any other funds which it may receive hereunder. in trust tor the uses and purposes and upon the terms and conditions hereinafler stated; and (c) the parties hereto agree as follows�. ARTICLE I. General Duties o� �he Parties. Section 1.1. General Dury of the Employer. The Employer shall make regular periodic payments equal to the amounts of its employees' compensation which are deterretl in accordance wi�h �he terms and contlrtions of the Plan to the extent that such amounts areto be mvested underihe Trust. Section 1.2. General Duties of the Trustee. The Trustee shall hold all. tunds received by it hereuntler, which, together with the income therefrom, shall cons�itu�e the Trust Funtls. It shall atlminis[er the Trust Funds, colleci ihe income thereof, antl make paymen[s therefrom,allas here�nafter providetl. The Trustee shall also holtl all Trust Funds which are transterretl to it as successor Trustee by ihe Employer from existing tleferretl compensation arrangemenis wi[h its Employees under plans described in sec�ion 45� of ihe Code. Such Trust Funds shall be suDiect to all of the lerms and provisions of [his Agreement. ARTICLE II. Powers and Duties ol the Trustee in Investment, Administration, and Disbursement of ihe Trust Funds. Section 2.1. Investment Powers and Duties of the Trustee. The Trustee shall have the power to invest and reimest the principal and income of the Trust Funtls and keep the Trust Funds invested, without distinction between principal and income, in securities or in other property, �eal or personal, wherever situated, including, but not limited to. stocks, common or preferred, bonds, retiremeM annuity antl msurance policies, mortgages, and other evidences of indebtetlness or ownership, invesiment companies, common or group trust tuntls. or separate and different types of funds (including equity, fixed income) which fulfill requiremenis of state and local govemmental laws. 1 - 9h - APPENDIX C provided, however, ihat the Employer may direct investment by the T�ustee among available investment altematives in such proportions as ihe Employer authorizes in connection wi�h its delerred compensation agreemenis with its employees. For ihese purposes, IheseTrust Funds may be commingied with Trust Funds set aside by other Employeis pursuant to [he terms of Ihe ICMA Re[irementTrus�.lnvestment powers vested in the Trustee by ihe Section may be tlelega�ed by ihe Trustee to any bank, insurance or trust company, or any imesiment advisor. manager or agent selectetl by it. Section 22. Administrative Powers of [he Trustee. The Trustee shall have ihe power in its tliscietion: (a) To purchase, or subscribe for, any securities or other property and to retain the same in Vus[. (b) To sell, exchange, comey, transter or otherwise tlispose of any secwities or other property held by it, by private contract, or at public auction. No person dealing with Ihe Trustee shall be bound to see the application of ihe purchase money or to inquire into the valitlity, expediency, or p�opriety ot any such sale or other disposition. (c) To vote upon any stocks, bonds, or other secwities; to give general o� special proxies or powers of attomey wiih or without power of substitution; to exercise any conversion privileges, subscription rigMS, o� other ophons, and to make any payments incidental Iherero; to oppose, o� to consent to, or o[herwise participate in, corporate reoiganizations or other changes affecting corporate securities, and to tlelegate tliscretionary powers, and to pay any assessments or charges in connection therewith; antl generally to exerCise any ot the powers of an owner with respec� to stocks, bonds, securiti� s or o[her proper�y held as part of the Trust Funds. (d) To cause any securities or other property held as part of the Trust Funds to be registered in its own name, and to hold any investments in bearer torm, but the books and records of the Trustee shall at all [imes show that all such investments are a part of the Trust Funds. (e) To borrow or raise money tor the purposeof the Trust in such amount, antl upon such lerms and conditions, as [he Trustee shall tleem ativisable: antl, tor any sum so borrowed, to issue its promissory note as Trustee, and to secure the repayment thereo! by pledging all, or any part, of the T�ust Funds. No person lendmg money to the 7rustee shall be bound ro see the application of ihe money lent or to inquire into its validiry, expetliency or propnety of any such borrowing. (q To keep such portion of t�e Trust Funds in cash or cash balances as the Trustee, from time to time, may deem to be m the best interest of the Trust created hereby, without liability for interestthereon. (g) To accept and �etain 1or such time as it may deem advisable any securities or other property received or acquired by rt as Trustee hereunder, whether or not such securities oi other p�operty would normally be purchased as invesimeN hereunder. (h) To make. ezecute, acknowledge, and tleliver any and all documents Of iransfe� and conveyance an0 any and all other insvumenis that may be necessary or appropriate to carry out the powers herein gramed. .... (i) To settle. compromise, or submit to arbitration any claims, debis. or damages tlue or owing to or from ihe Trust Puntls. to cemm?rce or defentl surts or legal or adminisirative proceetlmgs: and �o represent ihe Trus� Funds in all suits antl legal and administretive Oroceedings. q) Todoallsuchacts.takeallsuchproceetlings.ande>eraseail such rights and privileges, alihough not specifically mentionetl herein, as the Trustee may deem necessary to administer t�e Trust Funds and to carry out Ihe purposes of ihis Trust. Section 2.3. Dlstrib4tioRS from the Trust Funtls. The Employer hereby appoiNS the Trustee as its agent for the purpose of making disiributions from ihe Tiust Funds. In this regard the terms antl conditions set forih in the Plan are to guide and control ihe Trus!ee's power. Section 2.4. Valuation oi Trust Funds. At least once a year as ot Valuation Dates designated by Ihe Trustee, the Trustee shall determine ihe value of ihe Trust Funds. Assets of the Trust Funds shall be valuetl at their market values at ihe close ot business on the Valuation Date. or, in the absence of readily ascertainable market values as the Trustee s�all determine, in accordance with methods consistently followed anC uniformly applied. ARTICIE 111. For Protec�ion oi Trustee. Section 3.1. Evidence ot Action by Employer. The Truslee may rety upon any certiflcate, notice or tlirection purporting to have been signetl on behaH of ihe Employer which ihe Trustee believes to have been signed by a duly designated otficial ot the Employer. No communication shall be binding upon any of Ihe Trust Funds o� Truslee until they are received by the Truslee. Sedion 32. Advice of CounseL The Trustee may consWt with any legal counsel with respect [o the construction of this Ag�eement. its duties hereunder, or any act, which it proposes to [ake or omit, antl shall not be liable for any action taken or omitletl in good faith pwsuant to such advice. Section 3.3. Miscellaneous. The Trustee shall use ordinary care and reasonable diligence, but shall not be liable for any mistake of judgment or other action taken in gootl faith The Trustee shall not be liablefor any loss sustained by Ihe Trust Funds by reasons of any investment made in good faith and in accordance with the provisions of this Agreement. The Trustee's duties and obligations shall be Iimitetl to trose expressly imposed upon it by this Agreement. ARTICLE IV. Taxes, Ecpenses and Compensation of Trustee. Section4.1. Tazes.TheTrusteeshalldeductfromandchargeagainst Ihe Trust Funds any taxes on ihe Trust Funds or the income thereo� or which the Trustee is required ro pay with respec[ to the interest oi any person therein. Section 42 Expenses. The Trustee shall deduct from antl charge against the Trust Funds all reasonableexpenses incurred by ihe Trestee in the administration of ihe Trust Funtls, inclutling counsel, agency, investmeni advisory, and other necessary fees. AFTICLEV. SeulementolAccounts.TheTrusteeshallkeepaccurate and detailed accounts of alt investments, receipts, disbursements. and othertransactions hereunder. Within ninety (90) days after the close of each fiscal year, the Trustee shall render in duplicate to ihe Employer an account of i[s acts antl Iransactions as Trustee hereunder. If any part of the 7rust Fund shall be irnested through ihe mediumofanycommon,collecfiveorcommingled Trust Funtls, Ihe last annual report of such Trust Funds shall be submitted with and incorporated in the account. It within ninety (90) days after the mailing of the account or any amended account ihe Employer has not filed with ihe Trustee notice of any objection to any act or iransaction of the Trustee, the account or amended account shall become an account stated. H any objection has been filetl, and if the Employer is satisfied that it should be withdrawn or if the account is adjusted to the Employer's satisfaction, the Employer shall in writing filetl wilh the Trustee signify approval of the accountand it shall become an account stated. RESDW_TIO�! ��-- -- When an account becomes an account stated, such account s�ail be finally seitie0, and Ihe Trus�ee shal� be completely tlischargetl and released, as if such account had been 5ettled antl allowetl by a �udgmen� or decree ol a court ot competent jurisdiction in an aclion or proceeding in which ihe Trustee antl ihe Employer were parties. The Trustee shall have the right to apply at any lime to a court of competen� juristliction 1or Ihe jutlicial settlemen� ol its account. ARTICLE VI. Resignation and Removal of Truslee. Section 6.1. Resignation of Trustee. Yhe Trustee may res�gn at any time by lilinq with �he Employer its written resigna�ion. Such resignation shall take effed sixty (60) days irom ihe date of such filing and upon appoiniment of a successor pwsuaM �o Section 6.3., whichever shall tirst occur. Section 62. Removal of Trustee. The Employer may �emoee the Trustee at any �ime by delivering to lhe Trustee a w�iL•zn notiCe of its removal and an appointment of a successor pursuant to Section 6.3. Such removal shail not take effect prior to sixty (60) tlays from such delivery unless the Trustee agrees to an earlier eHective date. Section 6.3. Appoinirr nt ot Successor Trustee. The appoinimen� of a successor ro the Trusfee shall take effect upon the delivery to the Trustee of (a) an instrument in writing executetl by the Employer appointing such successor, antl exonerating such successor irom liability tor ihe acis antl omissions o� its predecessor, and (b) an acceptance in writing, executetl by such successor. Ail of the provisions set forih herein with respect to the Trustze shall rela[e lo each successor with the same force and et(ect as if such successor had been originally named as Trustee hereunder. If a successor is not appointed with sixty (60) days after ihe Trustee gives notice of its resignation pursuant to Section 6.1., the Trustee may apply to any court of comperent jurisdiction for appointment of a successor. � Section6.4. TransferofFuntlsto5uccessor.Upontheresignationor removal of the Trustee and appointment of a successo�, and after the final account of the Trustee has been properly setlled, the Trustee sha!I transfer and delive� any of the Trust Funtls involved to such successor. ARTICLE VII. Duretion and Revocation ol Trust Agreement. Section 7.7. Duration and Revocation. This Trust shall continue for such [ime as may be necessary to accomplish ihe Durpose for which it was created but may be termina[ed or revoked at any time by the Employer as it reiates to any and/or all related participating Employees. Written notice of such termination or revocation shall be given to the Trustee by ihe Employer. Upon termination or revocation ol the Trust, all of Ihe assets thereof shall return to and revert to the Employer. Termination of this Tiust shall not, however, relieve the Employer of the Employer's continuing obligation to pay tleferretl compensation to Employees in accordance with the terms of ihe Plan. Section72. Amendment.TheEmployershallhavetherighttoamend this Agreement in whole and in part but only with the Trustee's written consent. Any such amendment shall become efiective upon (a) tlelivery to the Trustee of a written instrument of amendment, and (b) the entlorsement by ihe Trustee on such insirument of its conseN thereto. ARTICLE VIII. Miscellaneous. Section 8.1. Laws of the Disirict ot Columbia to Govem. This Agreement and the Trust hereby createtl shall be construed and regulatetl by ihe laws of the Dlstrict ot Columbia. Section82. SuccessorEmployers.The"Employer"s�allincludeany person who succeetls ihe Employer and who thereby becomes subject to the obligations ot the Employer under the Plan. Section 83. Withdrawals. The Employer may, at any time, and from time to time, withdraw a portion or all of Trust Funds created by this Agreement. Sectlon 8.4_ Gender and Numbec The masculine includes ihe teminine and the singular indudes the pWral unless the context requires another meaning. 2 - 9i - J � N � � � N n `._ � co �y.-� � Z \ Z � r. � � cn �� r W �� i `a�. � 3 O � rF f] O O 'S � � •• o � d C� --i r+ a o ro � A � c� a s m o sv o -a � .. rr in � � � � N N V � c� 3 a � � � � � � � � � .'iJ N N � V l ♦ t'.� r� ;;: ,._,