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HomeMy WebLinkAboutNaming Authorized Offenders Augusta Richmond GA DOCUMENT NAME: n(}l'Y7in3 Oufhori2Ld ofhurs DOcUMENTTYPE: cgi~/uhofl YEAR: ) q q(} BOX NUMBER: J FILE NUMBER: / :2 8'1/ L{~ NUMBER OF PAGES: -~--........,..~. .. LARRY E, SCONYERS Chairman FREDDIE L. HANDY Vice-Chairman lBOi'}.RDOIF 'C!Olo/KMIlSSH\ONERS HENRY H, BRIGHAM JERRY BRIGHAM Wm, 'WILLlE' H, MAYS, III LEE NEEL, III J, B, POWELL MOSES TODD ROOM 605' CITY,COUNTY MUNICIPAL SLOG, (11) AUGUSTA. GEORGIA 30911 LINDA W, BEAZLEY Counly Administralor Bus, (706) 821-~488 Fax No, (706) 722-5984 June 28, 1996 WALTER S, HORNSBY, III Ass!. County AdmimSlralor JAMES B, WALL County Attorney Hand Delivered Mr. Charlie May Robinson-Humphrey One lOth Street Suite 600 Augusta, GA 30901 Reply To: P. O. BOX 2125 Augusta, GA 30903 Dear Charlie: I enclose herewith the originals of the following: 1. Resolution naming authorized officers for accounts: 417-13108 417-53322 417-53323 417-12937 417-53324 417-53325 2. Trustee Certification and Agreement for each of the above referenced account numbers; 3. Consulting Group Agreement for Account Nos. 417- 53323 and 417-53325; 4. Investment Agreement for Account Nos. 417-53324-12- 355 and 417-53322-14-355; 5. Qualified Retirement Plan and IRA Client Agreement for Account Nos.: 417-12937 417-53324 417-53325 417-13108 ,...:""\ ~_--'i . Mr. Charlie May Page 2 June 28, 1996 417-53322 417-53323 With regard to these last agreements, Butch left town before I was able to obtain his signature. By carbon copy of this letter I am asking that he stop by your office and sign as an authorized representative. Also, I am forwarding to Butch the Client Information Sheet to be completed and delivered to you. Thanking you for your assistance, I am JBW/sjp ;ert:)::(, Wall Enclosures cc: Mr. A. B. "Butch" McKie Ms. Lena Bonner Resolution Naming. Authorized Officers (Association or other Non-corporate Organization) , SMITH BARNEY A Member of TravcJersGroupJ Please read carefully, sign and return to Smith Barney Inc. New Accounts Deoartment 358 Green'hich Sireet liew YOr'K. NY 10013-2396 ".GGmlnl NumCer G;anc~ I"ceo"nl 417!13108 I ~ G81;C 5 5 I . 8e it resolved that: 1. Name(s) and Title(s) of Officer(s) Mayor Larry E. Sconyers and A. B. McKie, Comptroller, is hereby authorized 10 sell, assign and endorse lor transier, certificates representing stocks, bonds, or other securities now registered or hereafter registered :,i the name of this 2. Type of Organizaticfl Retirement Plan for Employees of Richmond County (1977) 3. I Name and Title of Officer . , Lena Bonner, Interim Clerk 4. of Name at Organization Augusta-Richmond County Commission-Council hereby certiiy that the foregoing is a true copy of a resolution duiy adopted by the (the "Organization") 5. Name of Governing Body of the Organization Augusta-Richmond County Commission-Council ,of the Organization, at a meetingdu!y held on the ~ \ ~ day of ~~ ,19 C\ ~ at which a quorum was present and voting and that the same has not been repealed or amended and remains in full force and effect and does not conflict ~with the Name of Doct;ment under which Organization is Operating Retirement Plan for Employees of Richmond County (1977) of the Organization. THIS DOCUi\1ENT MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC (SEAL) (If ne sea! cerii/y iilJ! !17ere is no seal) Must be signed by official(s) olher than the individual(s) designated in section 1, Subscrit:.~d and Sworn io Before me trois ~/Gf day of ,;ILl ~ ,19 7? NOTARY PUBLIC (Affix Seal) ~ f' ~2?7 (9/95; I CPI 5277 : Resolution Naming, Authorized Officers (Association or other Non-corporate Organization) SMITH BARNEY A Member of TravelersG rou pJ Please read carefully, sign and return to Smith Barney Inc. New Accounts Department 338 Greem':ich SUeei ,":ew Yorl( NY 10013-2396 I Account Number erancn Accounl 141753322 i TIc I FC 4 I 3, 5 5 Be it resolved that: 1. Name(s) and Title(s) of Officer(s) Mayor Larry E. Sconyers and A. B. McKie, Comptroller is hereby authorized to sell, assign and endorse for transier, cenilicates representing stocks, bonds, or other securities now registered or hereafter registered in the name of ihis 2. Type of Organization Retirement Plan for Employees of Richmond County (977) 3. I Name and Title of Orticer , Lena Bonner, Interim Clerk 4 f Name of Organization .0 Augusta-Richmond County Commission-Council hereby certify that the foregoing is a true copy of a resolution duly adopted by the 5 Name of Governing . Body of the Organization Augusta-Richmond County Commission-Council (the "Organization") of the Organization, at a meeting duly held on the :t. \ ~~ day of ~ ~ ' 19 <:t '-co at which a quorum waspresent and voting and that the same has not been repealed or amended and remains in full force and effect and does not conflict with the Name of Document under which Organization is Operating Retirement Plan for Employees of Richmond County U9.77) of the Organization. THIS DOCUMENT MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC (SEAL) (if {to seii/certify that there is no seal) Must be signed by ollicial(s) other than the indlvidual(s) designated in section 1, I I Subscribed 2nd Sworn to Belore me tr!is i I '2/41- day or ,19 pj, ~ ~h1/t;r 5277 (~!~S) I CPI 52771 Resolution Naming' Authorized Officers (Association or other Non-corporate Organization) ; SMITH BARNEY A Member of Trave'e~GroupJ Please read carefully, sign and return to Smith Barney Inc. New Accounls Deaartment 388 Greenwich Street New York, NY 10013-2306 flCCollnt Number 5ranc:1 I Account 4 1 7 15 3 3 2 3 , 11 I C3 I F3, s. 5 I Be it resolved that: 1. Name(s) and Title(s) of Officer(s) Mayor Larry E. Sconyers and A. B. McKie, Co~troller is hereby authorized to sell, assign and endorse for transier, ceriilicates representing stocks, bonds, or other securities now registered or hereafter registered in the name 01 this 2. Type of Organization Retirement Plan for Employees of Richmond COlmty (1977) 3. I Name and Title of Officer , Lena Bonner, Interim Clerk 4. of Name of Organization Augusta-Richmond County Commission-Council here~y certify that the foregoing is a true copy of a resolution duly adopted by the 5. Name of Governing Body of the Organization Augusta-Richmond County Commission-Council (the "Organization") of the Organization, at a meeting duly held on the do.. \ 0': day ot "\'""'t\ ~ ,19'\ \.0 at which a quorum was present and voting and that the same has not been repealed or amended and remains in lull force and eHect and does not contlict ~with the Name of Document under ,which Organization is Operating Retirement Plan for Employees of Richmond County (1977) of the Organization, THIS DOCUMENT MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC (SEAL) (If no seJ! certity thallhere is no seal) Must be signed by official(s) other than the individual(s) designated in section 1, I . I Subscribed and Sworn t~ Betore me this I I I I J-/~ day of ~ ,19 9fr NOTARY PUBLIC , /? (Affix Seal)" a/ h '0 U!n-A, '14 ~ 7I/~ <1 5277 (9/95) I CPI 52771 Resolution Naming' Authorized Officers (Association or other Non-corporate Organization) SMITH BARNEY A Member of TraveJenGroupJ Please read carefully, sign and rclurn to Smith Barney Inc. New Accounts Deoar1menl 388 G;eenwich Street New York, NY 10013,2396 417 1 293 7 FC ;'ccounl Number 8rancl1 Account Be it resolved that: 1 . Name(s) and Title(s) 01 Olliccr(s) Nayor Larry E. Sconyers and A. B. IvlcKie, Comptroller 'is hereby authorized to sell, assign and endorse for transfer, certificates representing stocks, bonds, or other securities now registered or hereafter .registered in the name of this 2. Type of Organization Richmond County Pension Plan (1945) 3. I Name and Title at Officer , Lena Bonner, Interim Clerk 4 . Name of Organization . at the Augusta-Richmond County Commission-Council hereby cenify that the foregoing is a true copy of a resolution auly adopted by the (the "Organization") 5. Name of Governing Body of the Organization Augusta-Richmond County Commission-Council of the Organization, at a meeting duly held on the d... \ A.,} day or ~o...Aj , 19C\ (Q at which a quorum was present and voting and that the same has not been repealed or amended and remains i01ull force and effect and does not conflict with the Name of Document under which Organization is Operating . Richmond County Pension Plan (1945) of the Organization, THIS DOCUMENT MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC (SEAL) (II no sea! certify I,~al tilere is no seal) Must be signed by oflicial(s) other than the individual(s) designated in section 1, \ S b .. , d" . 8' t..' I u scr:cea an' ~worn lO 'elme me t: liS ! 14ft day 01 ~ ,19 9~ NOT RY PUBLIC /3 _ (Affix Seal) ~ k.4.. ~ , 5277 (G/55) I CPI 5277 I Resolution Naming' Authorized Officers (Association or other Non-corporate Organization) ; SMITH BARNEY A Member of TruvelersGrou.pj Please read carefully, sign and return to Smith Barney Inc. New Accounls Dcoanmc:ot 388 Greenwich S:reei NeVI York, NY 10013.2396 I~~~J;I ~u~;r I Ac;un~ 3 2 4 rc 355 Be it resoived thet: 1. Name(s) aiid Title(s) of Officer(s) Mayor larrY E. Sconyers and A. B. McKie, Comptroller is hereby 2uthorized to sell, assign and endorse ror transier, certificates representing stocks, bonds, or other securities now registered or hereafter registered in the name of this 2. Type of Organizaticn Richmond Cmmty Pension Plan (1945) 3. I Name and Title of Officer , Lena Bonner, Interim Clerk 4 Name of Organization, ..' .of Augusta-Rlchmond County COmmlsSlon-Councll (the "Organization") - hereby certify that the foregoing is a true copy of a resolution duly adopted by the 5. Name otGoverning . ' Body of the Organization Augusta-Rlchmond County Commission-Council of the Organization, at a meeting duly held on the do.. \ oj- day of ""Y'Y""\ o..Aj , 19 C\ l." at which a quorum was present and voting and that the same has not been repealed or amended and remains in full force and effect and does not conflict with the Name of Document under which Organization is Operating Richmond County Pension Plan (945) of the Organization, THIS DOCUMENT MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC , (SEA~) (Ii no seal cerMy Ihallhe,'e is no seal) CLERK Must be signed by official(s) other than the individual(s) designated in section 1, I I Subscribed and Sworn to Before me this I I I '--U' :1- day of ~ ,19 9t NOT Y PUBLIC /J . (4fiix Seal) ~ (k-~ ~ fffir 5277 (~n5) I CPI 5277 ! Resolution Naming Authorized Offucers (Association or other Non-corporate Organization) SMITH BARNEY A Mcll1berof TravelersGroupJ Please read carefully, sign and return to Smith Barney Inc. New Accounts Depanmcnl 388 Greenwich Si~eei New York. NY 1 D013-2396 I ~;~~J~~ NU;ber I Ac~un~ 3 2 5 I IF; 5.5 I Be it resolved that: 1. Namc(s) and Titlc(s) of OHicer(s) t1ayor Larry E. Sconyers and A. B. McKie, Comptroller is hereby authorized to sell, assign and endorse for transfer, certificates representing stocks, bonds, or other securities now registered or hereafter registered in the name 01 this 2. Type of Organization Richmond COlmty Pension Plan (1945) 3. I Name and Title ot Officer , Lena Bonner, Interim Clerk 4. I Name of Organization o Augusta-Richmond County Commission-Council hereby certify that the foregoing is a true copy of a resolution duly adopted by the 5 Name of Governing . . Body of the Organization Augusta-Rlchmond County Commission-Council (the "Organization") of the Organization, at a meeting duly held on the d.. \ ~ day of ~~ ,19 q l., ,at which a quorum was present and voting and that the same has not been repealed or amended and remains in full force and effect and does not contlict with the Name of Document under ,which Organization is Operating Richmond Coun~l Pension Plan (1945) of the Organization, THIS DOCUMENT MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC (SEAL) (i/ no seal cer.ify that there is no seal) Must be signed by olficial(s) other than the individual(s) designated in section 1. Subscribed 2nd Sworn to Before me this ~I f!* day 01 ,19 1'/ 5277 (G/9S) I CPI 5277 I &T\1ITlI BARNEY A Member of TravelersGrollfi'j Qualified Retirement Plan and IRA Client Agreement I CPI 5143/ 417 1 2 9 3 7 FC 355 Please read carefully, sign and return to Smith Barney Inc. Client Documentation Services 388 Greenwich Street New York, NY 10013-2396 Account ['lumber 8ranc~1 Account Before you sign this Agreement, thoroughly review the information here and in the accompanying literature, Please return this completed and signed Agreement in the enclosed postage-paid envelope. Name of IRA Account or Plan Richmond County Pension Plan Name of Authorized Plan Representative Mayor Larry E. Sconyers Name of Additional Authorized Plan Representative A. B. McKie, Comptroller Name of Additional Authorized , Plan Representative Street Address 530 Greene Street City Augusta ZIP Code 30911 1. Client Agreement. In consideration of Smith Barney Inc.'s opening an account for me, or where applicable the Plan, I hereby acknowledge that I have read, understand and agree to the terms of this Agreement, and attest to the accuracy of the certification in Part (4) below, . /(We) acknowledge that I (we have received a copy of the Agreement which contains a pre-dispute arbitration clause in Paragraph 6. 2. Name Disclosure. Please indicate your choice as to the release or withholding of your name, address and securities positions to issuing corporations [] NO, I do not want} my name, address and securities positions disclosed to any companies, upon their request, in o YES, I do want which lawn securities that are being held for me at Smith Barney Inc, ~ 3. Money Market Fund Agreement. Available cash in your account will automatically be invested or "swept" into the money market fund of your choice, as explained in the , accompanying literature regarding new: accounts, If you do NOT elect to have the automatic money market funds sweep, please check the "NO" box below. If you wish to change your , choice of money market funds, please contact your Financial Consultant, , (Note to Wisconsin residents: You must indicate on this form specifically whether-or not you wish to have a money market sweep for your account.) o NO, I do not want cash balances in my account to be automatically swept into a money market fund, ~ YES, I would like the cash balances in my account to be automatically swept into the fund of my choice, 4. Tax Certification. Under penalties of perjury, I certify that the number shown below is my correct taxpayer identification number or if not, then the number I have : entered below is my correcttax identification number, and that I am not subject to backup withholding because: (a) I have not been notified by the Internal Revenue : Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (b) the IRS has notified me that I am no longer subject , to backup withholding (see below), or (c) I am exempt from backup withholding (see below). Note: You must cross out (b) above if you are currently subject to backup , withholding because of underreporting interest or dividends on your tax return, For those exempt from backup withholding, write the word 'EXEMPT' here: The Social Security Number or Tax Identification Number on Smith Barney's records is: The Social Security Number or Tax Identification Number shown to the left is incorrect. The CORRECT number is 5143 (12/95) .. "" Qualified Retirement. Plan and IRA Client ~greemen~ [Cash Accounts Only) n consideration of Smith Barney Inc, opening an Individual Retirement account '''IRA'') for me and acting as custodian therefor or for opening a tax-qualified etirement plan("Plan") on behalf of the Plan as owner and acting as broker/dealer n the purchase or sale of securities and other property, I agree to the following erm's and conditions for this account and ai/IRA or Plan accounts which I now lave or may at any future time have with you, your successors or assigns ihroughout this agreement, "Plan", "I", "me", "my", "mine", "we", "us" and "our" efer to the client and if a Plan, also to its authorized representatives and all others vho are legally obligated on this account. "You", "your" or "SB" refer to Smith 5arney Inc, its subsidiaries, divisions or other entities, /, All transactions entered into under this Agreement shall be subject to any Ipplicable constitution, rules, regulations, customs and usages of the exchange or narket and its clearinghouse, if any, where such transactions are executed by SB )[ its agents and to all applicable laws, rules and regulations of governmental "luthorities and self-regulatory agencies, Such reference to the "constitution, 'ules, regulations, customs and usages of the exchange" shall in no way be :onstrued to create a cause of action arising from any violation of such constitu- ion, rules, regulations, customs and usages. If any provision is enacted that would Je inconsistent with any of the provisions of this Agreement, the provision so jffected shall be deemed modified or superseded by the enactment, but the emaining provisions of this Agreement shall remain in effect. Except as herein Jrovided, no provision of this Agreement may be waived, altered, modified or Imended unless the same is in writing and signed by an authorized official of SB, ~, Without limiting the generality of the foregoing, I hereby authorize SB to Jutomatically liquidate any money market funds available in my account(s) from ime to time to cover any of my indebtedness or obligations to SB including non- 'lade related debts, You are further authorized to liquidate any other property held n my account(s) to satisfy any such indebtedness or obligations whenever in your liscretion you consider it necessary for your protection, If sufficient cash or money llarket funds are not available in the account to satisfy purchase commitments or )ther obligations to you, I will promptly deposit such funds to the account(s), I lckhowledge that such deposits will constitute contributions to my IRA or if lpplicable, will constitute contributions to the Plan for such year, subject to the lpplicable contribution limits imposed by law, The acceptance of such a ;ontribution is not a representation by you as to the deductibility of such amount, lOr a representation by you that such amount does not exceed the maximum ;on!ribution a/lowed by law, 'Property" as used anywhere in this Agreement shall include, but not be limited to, iecurities of all kinds, money, certificates of deposit,. bankers' acceptances, ;ommercial paper, options, commodities, and contracts for the future delivery of :ommodities or relating to commodities or securities, and the distributions, Jroceeds, products and accessions of any of the above, ) In case of the sale of any security, commodity, or other properiy at my direction md the inability of SB to deliver the same to the purchaser by reason of my failure' o supply them to SB, I authorize SB to borrow any security, commodity, or other Jroperty necessary to make delivery thereof, and I hereby agree to be responsible or any loss which SB may sustain thereby and any premiums, interest or other ;osts which 5B may be required to pay as a result of such borrowing, and forany, ass or cost which SB may sustain by reason of its inability to borrow the security, :ommodity, or other property sold, (ou may charge my account(s)with such usual and customary charges as you may Jetermine 10 cover your services and facilities, including, but not limited to, 3143 (12/95) 52.430012951 custody and transaction fees, I will prompily pay SB any deficiency that might arise in myaccount(s), I understand and agree that a finance charge may be charged on any debit balance in any cash account I have with SB in accordance with the SB policy described in the accompanying literature regarding new accounts, If any transactions are effected on an exchange in which a foreign currency is used, any profit or loss as a result of a fluctuation in the exchange rate will be charged or credited to myaccount(s), You have the right to prohibit theiransfer of this account or the making of any type of distributions or transfers from the account, to the extent permitted by law, until such time as all obligations to you are satisfied, 4, Communications may be sent to the mailing address on file with you, or at such other address as I may hereafter give in writing, and all communications so sent, whether by mail, telegraph, messenger or otherwise, shall be deemed given to me personally, whether actually received or not. Transactions entered into for my account(s) shall be confirmed in writing to me where required by applicable law or regulation, In addition, SB shall provide me with periodic statements reflecting activity in such account(s), I agree that transactions reflected on such confirma- tions and statements shall be conclusively deemed accurate as stated unless I notify SB in writing within three (3) days and ten (10) days of receipt, respectively, that the information contained in such confirmation or statement is inaccurate, Such notice must be sent by me to SB by telegram or letter directed to the attention of the Branch Office Manager of the office servicing the account. Failure to so notify SB shall also preclude me from asserti ng at any later date that such transaction was unauthorized, I authorize you at your discretion to obtain reports and to provide information to others concerning my credit standing and my business conduct. You may ask credit reporting agencies for consumer reports of my credit history. Upon my request you will inform me whether you have obtained any such consumer reports and if you have, you will inform me of the name and address of the consumer reporting agency that furnished the reports to you, 5,1 represent that, if the account is for an IRA. I am of the age of majority according to the laws of my place of residence or if applicable, that I am the legal representative of your cl ient with full authority to contract on such client's behalf. I further represent that I am not an employee of any exchange or of a member firm of any exchange or of a member of the National Association of Securities Dealers, Inc, ("NASD"), unless I have notified you to that effect. If I become so employed, I agree to notify you promptly, I also represent that only the IRA owner signing this agreement has an interest in the IRA, If the account is for a Plan, I represent that the Plan is an employee benefit Plan which satisfies the applicable provisions of the Internal Revenue Code with authority to enter into these transactions, I further represent that I am authorized to act on behalf of and to bind the Plan and that I am of the age of majority according to the laws of my place of residence I further represent that I am not an employee . of any exchange or of a member firm of any exchange or of a member of the National ,Association of Securities Dealers, Inc: ("NASD"), and that neither the sponsoring employer(s) of the Plan nor the employer(s) participating in the Plan are a member firm of any exchange or a member of the NASD, unless I have notified you to that effect. I agree to notify you promptly in the event the Plan appoints someone else to act.on its behalf. . if my account has been introduced to you and is carried by you only as a clearing broker, I agree that you are not responsible for the conduct of the introducing broker and your only responsibilities to me relate to the execution, clearing and bookkeep- ing of transactions in my accounts, 2 ~ 6. Arbitration · Arbitration is final and binding on the parties. · The parties are waiving their right to seek remedies in court, including the right to jury trial. · Pre-arbitration discovery is generally more limited than and differ- ent from court proceedings. · The arbitrators' award is not required to include factual findings or legal reasoning, and any party's right to appeal orto seek modification of rulings by the arbitrators is strictly limited. · The panel of arbitrators will typically include a minority of arbitra- tors who were or are affiliated with the securities industry. I agree that all claims or controversies, whether such claims or controversies arose prior, on or subsequent to the date hereof, between me and SB and/or any of its present or former officers, directors, or employees concerning or arising from (i) any account maintained by me with SB individually or jointly with others in any capacity; (ii) any transaction involving SB or any predecessor firms by merger, acquisition or other business combination and me, whether or not such transaction occurred in such account or accounts; or (iii) the construction, performance or breach of this or any other agree- ment between us, any duty arising from the business of SB or otherwise, shall be determined by arbitration before, and only before, any selt-regulatory organization or exchange of which SB is a mem- ber. I may elect which of these arbitration forums shall hear the matter by sending a registered letter or telegram addressed to Smith Barney Inc. at 388 Greenwich Street, New York, N.Y. 10013, Attn: Law Department. It I fail to make such election before the expiration of five (5) days atter receipt of a written request from SB to make such election, S8 shall have the right to choose the forum. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any pinson who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iji) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 7, The provisions 01 this Agreement shall be continuous, shall cover individually and collectively all accounts which I may open or reopen with SB, arid shall inure to the benelit 01 SB's present organization, and any successor organization or assigns, Should any term or provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect, Except for statutes of limitation applicable to claims, this Agreement and all the terms herein shall be governed and construed in accordance with the laws 01 the State 01 New York without giving ellect to principles of conflict 01 laws, The statute 01 limitations applicable to any claim shall be that which would be applied by the courts of the staie in which I reside, 8. I understand that you may in your sole discretion prohibit or restrict trading 01 securities or substitution of securities in any of my accounts, You have the right to terminate any of my accounts (including multiple owner accounts) at any time by notice to me, The provisions of this agreement shall survive the termination of any account. 9 Your failure to insist at any time upon strict compliance with any term of this Agreement. or any delay or failure on your part to exercise any power or right given to you in this Agreement. or a continued course 01 such conduct on your part shall at no time operate as a waiver 01 such power or right, nor shall any single or partial exercise preclude any other further exercise, All rights and remedies given to you in this Agreement are cumulative and not exclusive of any other rights or remedies which you otherwise have, 10. I understand that SB shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension 01 trading, war, strikes or other conditions, commonly known as "acts 01 God," beyond SB's control, 11, If this account is an IRA, no joint authority is permitted, If the account is for a Plan and more than one person is authorized to act on behall of the Plan with respect to this account, it is agreed that the instructions of anyone authorized person shall be binding upon the Plan and all other persons authorized to act on its behalf. SB, in its sole discretion, may require the joint action 01 any two or more persons authorized to act on behall 01 the Plan with regard to any instructions given in relation to this account and SB may require written confirmation of said instructions, Any person authorized to act on behalf 01 the Plan is authorized to a) buy, sell or otherwise deal in, through you as brokers, securities, or other property; b) to receive for this account confirmations, statements and communications of every kind; c) to receive and dispose of for this account money, securities and other property; d) to make, modily and terminate for this account any agreements; e) to receive notices on behalf of this account and generally to deal with you as if such person were the sole owner of this account. Each person authorized to act on behalf of the Plan represents and warrants that all instructions given with respect to this account are within the authorities given by the Plan and agrees to jointly and severally indemnify and hold you harmless from any and all liabilities that may be incurred by virtue of your acting on said instructions, You shall be under no obligation to inquire into the purpose 01 any instruction given including but not limited to the delivery of securities or other property orthe payment of money either to an authorized representative of the Plan or any third party and you shall not be bound to see to the application or disposition of said securities, other property or money, In the event of the death or removal of an authorized representative, the remaining authorized representatives shall immediately give you written notice thereof and you may, before or after receiving such notice: take such proceedings, require such documents, retain such portion of this account and/or restrict transactions in this account as you may deem advisable to protect yourself against any real or perceived liabilities, Hle Plan shall remain liable to you for any debt or loss in this account resulting from transactions initiated prior to your receipt of written notice of such death or removal including but not limited to losses or debts resulting from the liquidation 01 such transactions, Nothing in this Agreement shall be construed to grant SB any discretionary authority or control regarding the Plan I acknowledge that SB is not a fiduciary with regard to the Plan, unless such liduciary status is conferred by some other agreement. After you have reviewed the information in the accompanying literature regarding new accounts, please sign the appropriate sections on page 1 of this Agreement, Return the completed Agreement in the enclosed postage-paid envelope and retain the accompanying literature regarding new accounts for your records, Member NASD, SIPe, 5143 (12/95) 3 51430012951 A Member of TravelersGrouPt Qualified Retirement Plan and IRA Client Agreement , CP'51431 SMITkIBARNEY -. 417 5 3 324 FC Please read carefully, sign and return to Smith Barney Inc. Client Documentation Services 388 Greenwich Street New York, NY 10013-2396 Account j~umDer Branc!' Account 355 Before you sign this Agreement, thoroughly review the information here and in the accompanying literature. Please return this completed and signed Agreement in the enclosed postage-paid envelope. Name of IRA Account or Plan Richmond County Pension Plan Name 01 Authorized Plan Representative Mayor Larry E. Sconyers Name of Additional AuthorizedA Plan Representative . B. McKie, Comptroller Name of Additional Authorized Plan Representative Street Address 530 Greene Street City Augusta ZIP Code 30911 1. Client Agreement. In consideration of Smith Barney Inc.'s opening an account for me, or where applicable the Plan, I hereby acknowledge that I have read, understand and agree to the terms of this Agreement, and attest to the accuracy of the certification in Part (4,) below, I (We) acknowledge that I (we ave received a copy of the Agreement which contains a pre-dispute arbitration clause in Paragraph 6. 2. Name Disclosure. Please indicate your choice as to the release or withholding of your name, address and securities positions to issuing corporations, I]l NO, I do not want} my name, address and securities positions disclosed to any companies, upon their request, in o YES, Ida want which I own securities that are being held for me at Smith Barney Inc, 3. Money Market Fund Agreement. Available cash in your account will automatically be invested or "swept" into the money market fund of your choice, as explained in the . accompanying literature regarding new accounts, If you do NOT elect to have the automatic money market funds sweep, please check Ihe "NO" box below, If you wish to change your choice of money market funds, please contact your Financial Consultant, (Note to Wisconsin residents: You must indicate on this form specifically whelher or nol you wish to have a money market sweep for your account.) o NO. I do not want cash balances in my account to be automatically swept into a money market fund, [jJ YES. I would like the cash balances in my account to be automatically swept into the fund of my choice, 4. Tax Certification. Under penalties of perjury, I certify that the number shown below is my correct taxpayer identification number or if not, then the number I have entered below is my correct tax identification number, and that I am not subject to backup withholding because: (a) I have notbeen notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (h) the IRS has notified me that I am no longer subject to backup withholding (see below), or (c) I am exempt from backup withholding (see below). Note: You must cross out (b) above it you are currentty subject to backup withholding because ot underreporting interest or dividends on your tax return. For those exempt from backup withholding, write the word 'EXEMPr' here: The Social Security Number or Tax Taxpayer Identilication Numb" Identification Number on Smith Barney's records is: The Social Security Number or Tax Identification Number shown to the left is incorrect. The CORRECT number is 5143 (12/95) .... . QUal'ifie"a Retirement, Plan and IRA Cli~nt ~greemen~ (Cash Accounts Only) ,n consideration of Smith Barney Inc, opening an Individual Retirement account "'IRA") for me and acting as custodian therefor or for opening a tax-qualified 'etirement plan ("Plan") on behalf of the Plan as owner and acting as broker/dealer n the purchase or sale of securities and other property, I agree to the following erm's and conditions for this account and all IRA or Plan accounts which I now lave or may at any future time have with you, your successors or assigns ihroughout this agreement, "Plan", "I", "me", "my", "mine", "we", "us" and "our" 'efer to the client and if a Plan, also to its authorized representatives and all others Nho are legally obligated on this account. "You", "your" or "SB" refer to Smith 1arney Inc, its subsidiaries, divisions or other entities, i, All transactions entered into under this Agreement shall be subject to any ipplicable constitution, rules, regulations, customs and usages of the exchange or narket and its clearinghouse, if any, where such transactions are executed by SB Jr its agents and to all applicable laws, rules and regulations of governmental iuihorities and self-regulatory agencies, Such reference to the "constitution, ules, regulations, customs and usages of the exchange" shall in no way be ;onstrued to create a cause of action arising from any violation of such constitu- ion, rules, regulations, customs and usages, If any provision is enacted thatwould je inconsistent with any of the provisions of this Agreement, the provision so Iffected shall be deemed modified or superseded by the enactment, but the emaining provisions of this Agreement shall remain in effect. Except as herein Jrovided, no provision of this Agreement may be waived, altered, modified or !mended unless the same is in writing and signed by an authorized official of SB, " Without limiting the .generality of the foregoing, I hereby authorize SB to lutomatically liquidate any money market funds available in my account(s) from ime to time to cover any of my indebtedness or obligations to 5B including non- :ade related debts, You are further authorized to liquidate any other property held ,1 my account(s) to satisfy any such indebtedness or obligations whenever in your :iscretion you consider it necessary for your protection, If sufficient cash or money larket funds are not available in the account to satisfy purchase commitments or ther obligations to you, I will promptly deposit such funds to the account(s), I cknowledge that such deposits will constitute contributions to my IRA or if pplicable, will constitute contributions to the Plan for such year, subject to the pplicable contribution limits imposed by law, The acceptance of such a Dntribution is not a representation by you as to the deductibility of such amount, or a representation by you that such amount does not exceed the maximum ontribution allowed by law, :Jroperty" as used anywhere in this Agreement shall include, but not be limited to, ecurities of .allkinds, money, certificates of deposit, bankers' acceptances, ommercial paper, options, commodities, and contracts for the future delivery of ommodities or relating to commodities or securities, and the distributions, roceeds, products and accessions of any of the above, , In case of the sale of any security, commodity, or other property atmy direction 1d the inability of SB to deliver the same to the purchaser by reason of my failure ) supply them to SB, I authorize SB to borrow any security, commodity, or other, roperty necessary to make delivery thereof, and I hereby agree to be responsible Ir any loss which SB may sustain thereby and any premiums, interest or'other Jsts whicll SB may be required to pay as a result of such borrowing, and for any ISS or cost which SB may sustain by reason of its inability to borrow the security, Jmmodity, or other property sold au may charge my account(s) with such usual and customary charges as you may ,~termine to cover your services and facilities, including, but not limited to, 143 (12/95) 51430012951 custody and transaction fees I will promplly pay 5B any deficiency that might arise in myaccount(s), I understand and agree that a finance charge may be charged on any debit balance in any cash account I have with SB in accordance with the 5B policy described in the accompanying literature regarding new accounts, If any transactions are effected on an exchange in which a foreign currencyJs used, any profit or loss as a result of a fluctuation in the exchange rate will be charged or credited to my account(s), You have the right toprohibit the transfer of this account or the making of any type of distributions or transfers from the account, to the extent permitted by law, until such time as all obligations to you are satisfie,d. 4. Communications may be sent to the mailing address on file with you, or at such other address as I may hereafter give in writing, and all communications so sent, whether by mail, telegraph, messenger or otherwise, shall be deemed given to me personally, whether actually received or not. Transactions entered into for my account(s) shall be confirmed in writing to me where required by applicable law or regulation, In addition, SB shall provide me with periodic statements reflecting activity in such account(s), I agree that transactions reflected on such confirma- tions and statements shall be conclusively deemed accurate as stated unless I notify 5B in writing within three (3) days and ten (10) days of receipt, respectively, that the information contained in such confirmation or statement is inaccurate, Such notice must be sent by me to SB by telegram or letter directed to the attention of the Branch Office Manager ofthe office servicing the account. Failure to so notify SB shall also precl ude me from asserting at any later date that such transaction was unauthorized, I authorize you at your discretion to obtain reports and to provide information to others concerning my credit standing and my business conduct. You may ask credit reporting agencies for consumer reports of my credit history, Upon my request you will inform me whether you have obtained any such consumer reports and if you have, you will inform me of the name and address of the consumer reporting agency that furnished the reports to you, 5,1 represent that, if the account is for an IRA, I am of the age of majority according to the laws of my place of residence or if applicable, that I am the legal representative of your cl ient with full authority to contract on such client's behalf. I further represent that I am not an employee of any exchange or of a member firm of any exchange or of a member of the National Association of Securities Dealers, Inc, (UNASDU), unless I have notified you to that effect. If I become so employed, I agree to notify you promptly, I also represent that only the IRA owner signing this agreement has an interest in the IRA, II the account is lor a Plan, I represent that the Plan is an employee benefit Plan which satisfies the applicable provisions of the Internal Revenue Code with authority to enter into these transactions, I further represent that I am authorized to act on behalf of and to bind the Plan and that I am of the age of majority according to the laws of my place of residence, I further represent that I am notan employee of any exchange or of a member firm of any exchange or of a member of the National Association of Securities Dealers, Inc, ("NASDU), and that neither the sponsoring employer(s) of the Plan nor the employer(s) participating in the Plan are a member firm of any exchange or a member of Ihe NASD, unless I have notified you 10 that effect. I agree to notify you promptly in the event the Plan appOints someone else to act o,n its behalf" If my account has been introduced to you and is carried by you only as a clearing broker, I agree thai you are not responsible for the conduct of the introducing broker and your only responsibilities to me relate to the execution, clearing and bookkeep- ing of transactions in my accounts, 2 ;ff!- ...- ;. ..... 6. ArbitratiDn · ArbitratiDn is final and binding Dn the parties. · The parties are waiving their right tD seek remedies in CDurt, including the right tD jury trial. · Pre-arbitratiDn discDvery is generally mDre limited than and differ- ent frDm CDurt prDceedings. ' · The arbitratDrs' award is nDt required tD include factual findings Dr legal reasDning, and any party's right tD appeal DrtD seek mDdificatiDn Df rulings by the arbitratDrs is strictly limited. · The panel Df arbitratDrs will typically include a minDrity Df arbitra- tDrs who were or are affiliated with the securities industry. I agree that all claims Dr cDntrDversies, whether such claims Dr controversies arDse priDr, Dn Dr subsequent tD the date hereDf, between me and SB and/Dr any Df its present Dr fDrmer Dfficers, directors, Dr employees cDncerning Dr arising frDm (i) any aCCDunt maintained by me .with SB individually Dr jointly with others in any capacity; (ii) any transaction involving SB or any predecessDr firms by merger, acquisition or Dther business cDmbinatiDn and me, whether or not such transactiDn occurred in such aCCDunt or accDunts; Dr (iii) the construction, performance Dr breach of this Dr any other agree- ment between us, any duty arising from the business Df SB Dr otherwise, shall be determined by arbitration befDre, and Dnly before, any selt-regulatDry DrganizatiDn Dr exchange Df which SB is a mem- ber. I may elect which Df these arbitration forums shall hearthe matter by sending a registered letter Dr telegram addressed to Smith Barney Inc. at 388 Greenwich Street, New YDrk, N.Y. 10013, Attn: Law Department. If I fail to make such election befDre the expiratiDn Df five (5) days after receipt of a written request frDm SB tD make such election, SB shall have the.right tD chDDse the fDrUm. ND persDn shall bring a putative Dr certified class actiDn tD arbitratiDn, nor seek tD enforce any pre-dispute arbitration agreement against any perSDn WhD has initiated in court a putative class actiDn; Dr WhD is a member Df a putative cla_ss WhD has nDt Dpted out Df the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded Jrom the class by the court. Such fDrbearance tD enfDrce an agreement tD arbitrate shall nDt constitute a waiver Df any rightsunder this agreement except tD the extent stated herein. ' 7: The provisions of this Agreement shall be continuous, shall cover individually and collectively all accounts which I may open or reopen with SB, and shall inure to the benefit of SB's'present organization, and any successor organization or assigns, Should any term or provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect. Except for statutes of limitation applicable to claims, this Agreement and all the terms herein shall be governed and construed in accordance with the laws of the State of New York without giving effect to principles of conflict of laws, The statute of limitations applicable to any claim shall.be that which would be applied by tt1e courts of the state in which I reside, 8 I understand that you may in your sole discretion prohibit or restrict trading of securities or substitution of securities in any of my accounts, You have the right to terminate any of my accounts (including multiple owner accounts) at any time by notice to me, The provisions of this agreement shall survive the termination of any account. 9, Your failure to insist at any time upon strict compliance with any term of this Agreement. or any delay or failure on your part to exercise any power or right given to you in this Agreement. or a continued course of such conduct on your part shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other further exercise, All rights and remedies given to you in this Agreement are cumulative and not exclusive of any other rights or remedies which you otherwise have, 10, I understand that SB shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes or other conditions, commonly known as "acts of God," beyond SB's control. 11, If this account is an IRA, no joint authority is permitted. If the account is for a Plan and more than one person is authorized to act on behalf of the Plan with respect to this account, it is agreed that the instructions of anyone authorized person shall be binding upon the Plan and all other persons authorized to act on its behalf. SB, in its sole discretion, may require the joint action of any two or more persons authorized to act on behalf of the Plan with regard to any instructions given in relation to this account and SB may require written confirmation of said instructions, Any person authorized to act on behalf of the Plan is authorized to a) buy, sell or otherwise deal in, through you as brokers, securities, or other property; b) to receive for this account confirmations, statements and communications of every kind: c) to receive and dispose of for this account money, securities and other property; d) to make, modify and terminate for this account any agreements; e) to receive notices on behalf of this account and generally to deal with you as if such person were the sole owner of this account. Each person authorized to act on behalf of the Plan represents and warrants that all instructions given with respect to this account are within the authorities given by the Plan and agrees to jointly and severally indemnify and hold you harmless from any and all liabilities that may be incurred by virtue of your acting on said instructions, You shall be under no obligation to inquire into the purpose of any instruction given including but not limited to the delivery of securities or other property or the payment of money either to an authorized representative of the Plan or any third party and you shall not be bound to see to the application or disposition of said securities, other property or money, In the event of the death or removal of an authorized representative, the remaining authorized representatives shall immediately give you written notice thereof and you may, before or after receiving such notice, take such proceedings, require such documents, retain such portion of this account and/or restrict transactions in this account as you may deem advisable to protect yourself against any real or perceived liabilities, The Plan shall remain liable to you for any debt or loss in this account resulting from transactions initiated prior to your receipt of written notice of such death or removal including but not limited to losses or debts resulting from the liquidation of such transactions, Nothing in this Agreement shall be construed to grant SB any discretionary authority or control regarding the Plan, I acknowiedge that SB is not a fiduciary with regard to the Plan, unless such fiduciary status is conferred by some other agreement. After you have reviewed the information in the accompanying literature regarding new accounts, please sign the appropriate sections on page 1 of this Agreement. Return the completed Agreement in the enclosed postage-paid envelope and retain the accompanying literature regarding new accounts for your records, Member NASD, SIPC, 5143 (12/95) 3 51430012951 S}ArtBBARNEY A Member of TravelersGrou;t Qualified Retirement Plan and IRA Client Agreement I CP/5143! 417 533 2 5 FC 355 Please read carefully, sign and return to Smith Barney Inc. Client Documentation Services 388 Greenwich Street New York, NY 10013-2396 Account i~umDer Brancll Account Before you sign this Agreement, thoroughly review the information here and in the accompanying literature, Please return this completed and signed Agreement in the enclosed postage-paid envelope, Name of IRA Account or Plan Richmond County Pension Plan Name of Authorized Plan Representative Mayor Larry E. Sconyers Name of Additional Authorized . Plan Representative A. B. McKie, Comptroller Name of Additional Authorized Plan Representative Street City ZIP Code Address 530 Greene Street Augusta 30911 1. Client Agreement. In consideration of Smith Barney Inc,'s opening an account for me, or where applicable the Plan, I hereby acknowledge that I have read, understand and agree to the terms of this Agreement, and attest to the accuracy of the certification in Part (4,) below, _ I (We) acknowledge that I (we) have received a copy of the Agreement which contains a pre-dispute arbitration clause in Paragraph 6. : 2. Name Disclosure. Please indicate your choice as to the release or withholding of your name, address and securities positions to issuing corporations, Q(J NO, I do not want} my name, address andsecurities positions disclosed to any companies, upon their request, in o YES, I do want which I own securities that are being held for me at Smith Barney Inc, ; 3. Money Market Fund Agreement. Available cash in your account will automatically be invested or "swept" into the money market fund of your choice, as explained in the : accompanying literature regarding new accounts, If you do NOT elect to have the automatic money market funds sweep, please check the "NO" box below. If you wish to change your , choice of money market funds, please contact your Financial Consultant, (Note to Wisconsin residents: You must indicate on this form specifically whelher or not you wish to have a money market sweep for your account.) o NO, I do not want cash balances in my account to be automatically swept into a money market fund, XJ YES, I would like the cash balances in my account to be automatically swept into the fund of my choice, , 4. Tax Certification. Under penalties of perjury, I certify that the number shown below is my correct taxpayer identification number or if not, then the number I have entered below is my correct tax identification number, and that I am not subject to backup withholding because: (a) I have not been notified bV the Internal Revenue Service (IRS) that I am sutijectto backup withholding as a result of failure to report all interest or dividends, or (b) the IRS has notified me that I am no longer subject to backup withholding (see below), or (c) I am exempt from backup withholding (see below). Note: You must cross out (b) above if you are currently subject to backup withholding because of underreporting interest or dividends on your. tax return, For those exempt from backup withholding, write the word 'EXEMPr' here: The Social Security Number or Tax Identification Number on Smith Barney's records is: / The Social Security Number or Tax Identification Number shown to the left is incorrect. The CORRECT number is 5143 (12/95) /~ ~ Qualified Retirement Plan and IRA Client Agreement (Cash Accounts Only) in consideration of Smith Barney Inc, opening an Individual Retirement account I"IRA") for me and acting as custodian therefor or for opening a tax-qualified 'etirement plan ("Plan") on behalf of the Plan as owner and acting as broker/dealer n the purchase or sale of securities and other property, I agree to the following erm's and conditions for this account and all IRA or Plan accounts which I now lave or may at any future time have with you, your successors or assigns, ihroughout this agreement, "Plan", "I", "me", "my", "mine", "we", "us" and "our" 'eler to the client and if a Plan, also to its authorized representatives and all others vho are legally obligated on this account. "You", "your" or "SB" refer to Smith 3arney Inc, its subsidiaries, divisions or other entities, 1, All transactions entered into under this Agreement shall be subject to any lpplicable constitution, rules, regulations, customs and usages of the exchange or narket and its clearinghouse, if any, where such transactions are executed by SB lr its agents and to all applicable laws, rules and regulations of governmental luthorities and self-regulatory agencies, Such reference to the "constitution, 'ules, regulations, customs and usages of the exchange" shall in no way be :onstrued to create a cause of action arising from any violation of such constitu- ion, rules, regulations, customs and usages, If any provision is enacted that would le inconsistent with any of the provisions of this Agreement, the provision so flfected shall be deemed modified or superseded by the enactment, but the emaining provisions of this Agreement shall remain in effect. Except as herein Jrovided, no provision of this Agreement may be waived, altered, modified or !mendedunless the same is in writing and signed by an authorized official of SB, " Without limiting the generality of the foregoing, I hereby authorize SB to 'utomatically liquidate any money market funds available in my account(s) from ime to time to cover any of my indebtedness or obligations tei SB including non- fade related debts, You are further authorized to liquidate any other property held :l my account(s) to satisfy any such indebtedness or obligations whenever in your liscretion you consider it necessary for your protection, If sufficient cash or money larket funds are not available in the account to satisfy purchase commitments or ther obligations to you, I will promptly deposit such funds to the account(s), I ckriowledge that such deposits will constitute contributions to my IRA or if ppl'icable, will constitute contributions to the Plan for such year, subject to the pplicable contribution limits imposed by law. The acceptance of such a ontribution is not a representation by you as to the deductibility of such amount, or a representation by you that such amount does not exceed the maximum ontribution allowed by law, :Jroperty" as used anywhere in this Agreement shall include, but not be limited to, 3curities of all kinds, money, certificates of deposit, bankers' acceptances, :Jmmercial paper, options, commodities, and contracts for the future delivery of Jmmodities or relating to commodities or securities, and the distributions, roceeds, products and accessions of any of the above, , In case of the sale of any security, commodity, or other property at my direction ld the inability of 5B to deliver the same to the purchaser by reason of my failure ) supply them to 5B, I authorize SB to borrow any security, commodity, or other ~operty necessary to make delivery thereof, and I hereby agree to be respon~ible ir any loss whicrl 5B may sustain thereby and any premiums, interest or other Jsts which SB may be required to pay as a result of such borrowing, and for any )SS or cost which 5B may sustain by reason of its inability to borrow the security, - Jmmodity, or other property sold, DU may charge my account(s) with such usual and customary charges as you may 3termine to cover your services and facilities, including, but not limited to, 143(12/95) 51430012951 custody and transaction fees, I will promptly pay SB any deficiency that might arise in myaccount(s), I understand and agree that a finance charge may be charged on any debit balance in any cash account I have with SB in accordance with the SB policy described in the accompanying literature regarding new accounts, If any transactions are effected on an exchange in which a foreign currency is used, any profit or loss as a result of a fluctuation in the exchange rate will be charged or credited to my account(s), You have the right to prohibit the transfer of this account or the making of any type of distributions or transfers from the account, to the extent permitted by law, until such time as all obligations to you are satisfied, 4, Communications may be sent to the mailing address on file with you, or at such other address as I may hereafter give in writing, and all communications so sent, whether by mail, telegraph, messenger or otherwise, shall be deemed given to me personally, whether actually received or not. Transactions entered into for my account(s) shall be confirmed in writing to me where required by applicable law or regulation In addition, SB shall provide me with periodic statements reflecting activity in such account(s), I agree that transactions reflected on such confirma- tions and statements shall be conclusively deemed accurate as stated unless I notify SB in writing within three (3) days and ten (10) days of receipt, respectively, that the information contained in such confirmation or statement is inaccurate, Such notice must be sent by me to SB by telegram or letter directed to the attention of the Branch Office Manager of the office servicing the account. Failure to so notify SB shall also preclude me from asserting at any later date that such transaction was unauthorized, I authorize you at your discretion to obtain reports and to provide information to others concerning my credit standing and my business conduct. You may ask credit reporting agencies for consumer reports of my credit history, Upon my request you will inform me whether you have obtained any such consumer reports and if you have, you will inform me of the name and address of the consumer reporting agency that furnished the reports to you, 5,1 represent that, if the account is for an IRA, I am of the age of majority according , to the laws of my place of residence or if applicable, that I am the legal representative of your client with full authority to contract on such client's behalf, I further represent that I am not an employee of any exchange or of a member firm of any exchange or of a member of the National Association of Securities Dealers, Inc, ("NASD"), unless I have notified you to that effect. If I become so employed, I agree to notify you promptly. I also represent that only the IRA owner signing this agreement has an interest in the IRA. If the account is for a Plan, I represent that the Plan is an employee benefit Plan which satisfies the applicable provisions of the Internal Revenue Code with authority to enter into these transactions, I further represent that I am authorized to act on behalf of and to bind the Plan and that I am of the age of majority according to the laws of my place of residence, I further represent that I am not an employee of any exchange or of a member firm of any exchange or of a member of the National Association of Securities Dealers, Inc, ("NASD"), and that neither the sponsoring employer(s) of the Plan nor the employer(s) participating in the Plan are a member firm of any exchange or a member of the NASD, unless I have notified you to that effect. I agree to notify you promptly in the event thePlan appoints someone else to act on its behalf. If my account has been introduced to you and is carried by you only as a clearing broker, I agree that you are not responsible for the conduct of the introducing broker and your only responsibilities to me relate to the execution, clearing and bookkeep- ing of transactions in my accounts, 2 ".;; .. 6. Arbitration · Arbitration is final and binding on the parties. · The parties are waiving their right to seek remedies in court. including the right to jury trial. · Pre-arbitration discovery is generally more limited than and differ- ent from court proceedings. · The arbitrators' award is not required to include factual findings or legal reasoning, and any party's right to appeal orto seek modification of rulings by the arbitrators is strictly limited. · The panel of arbitrators will typically include a minority of arbitra- tors who were or are affiliated with the securities industry. I agree that all claims or controversies, whether such claims or controversies arose prior, on or subsequent to the. date hereof. between me and S8 and/or any of its present or former officers. directors, or employees concerning or arising from (i) any account maintained by me with S8 individually or jointly with others in any capaCity; (ii) any transaction involving S8 or any predecessor firms by merger, acquisition or other business combination and me, whether or not such transaction occurred in such account or accounts; or (iii) the construction. performance or breach of this or any other agree- ment between us, any duty arising from the business of S8 or otherwise, shall be determined by arbitration before, and only before, any self-regulatory organization or exchange .of which SB is a mem- ber. I may elect which of these arbitration forums shall hearthe matter by sending a registered letter or telegram addressed to Smith Barney Inc. at 388 Greenwich Street, New York, N.Y. 10013, Attn: law Department. If i fail to make such election before the expiration offive (5) days after receipt of a written request from S8 to make such election, S8 shall have the right to choose the forum. N!) person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 7, The provisions of this Agreement shall be continuous, shall cover individually and collectively all accounts which I mayopen or reopen with S8, and shall inure to the benefit of S8's present organization, and any successor organization or assigns, Should any term or provision of this Agreement be deemed orheld to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect. Except for statutes of limitation applicable to claims, this Agreement and all the terms herein shall be governed and construed in accordance with the laws of the State of New York without giving effect to principles of conflict of laws, The statute of limitations applicable to any claim shall be that which would be applied by the courts of the state in which I reside, 8, I understand that you may in your sole discretion prohibit or restrict trading of securities or substitution of securities in any of my accounts, You have the right to terminate any of my accounts (including multiple owner accounts) at any time by notice to me, The provisions of this agreement shall survive the termination of any account. 9, Your failure to insist at any time upon strict compliance with any term of this Agreement. or any delay or failure on your part to exercise any power or right given to you in this Agreement, or a continued course of such conduct on your part shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other further exercise, All rights and remedies given to you in this Agreement are cumulative and not exclusive of any other rights or remedies which you otherwise have. 10, I understand that S8 shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes or other conditions, commonly known as "acts of God," beyond S8's control, 11, If this account is an IRA, no joint authority is permitted. If the account is for a Plan and more than one person is authorized to act on behalf of the Plan with respect to this account, it is agreed that the instructions of anyone authorized person shall be binding upon the Plan and all other persons authorized to act on its behalf, S8, in its sole discretion, may require the joint action of any two or more persons authorized to act on behalf of the Plan with regard to any instructions given in relation to this account and S8 may require written confirmation of said instructions, Any person authorized to act on behalf of the Plan is authorized to a) buy, sell or otherwise deal in, through you as brokers, securities, or other property; b) to receive for this account confirmations, statements and communications of every kind; c) to receive and dispose of for this account money, securities and other property; d) to make, modify and terminate for this account any agreements; e) to receive notices on behalf of this account and generally to deal with you as if such person were the sole owner of this account. Each person authorized to act on behalf of the Plan represents and warrants that all instructions given with respect to this account are within the authorities given by the Plan and agrees to jointly and severally indemnify and hold you harmless from any and all liabilities that may be incurred by virtue of your acting on said instructions, You shall be under no obligation to inquire into the purpose of any instruction given including but not I imited to the del ivery of securities or other property or the payment of money either to an authorized representative of the Plan or any third party and you shall not be bound to see to the application or disposition of said securities, other property or money, In the event of the death orremoval of an authorized representative, the remaining authorized representatives shall immediately give you written notice thereof and you may, before or after receiving such notice, take such proceedings, require such documents, retain such portion of this account and/or restrict transactions in this account as you may deem advisable to protect yourself against any real or perceived liabilities, The Plan shall remain liable to you for any debt or loss in this account resulting from transactions initiated prior to your receipt of written notice of such death or removal including but not limited to losses or debts resulting from the liquidation of such transactions, Nothing in this Agreement shall be construed to grant S8 any discretionary authority or control regarding the Plan, I acknowledge that S8 is not a fiduciary with regard to the Plan, unless such fiduciary status is conferred by some other agreement. After you have reviewed the information in the accompanying literature regarding new accounts, please sign the appropriate sections on page 1 of this Agreement. Return the completed Agreement in the enclosed postage-paid envelope and retain the accompanying literature regarding new accounts for your records, Member NASD, SIPe, 5143 (12/95) 3 51430012951 5MlTHBARNEY A Member ofTravelersGroupj Qualified Retirement Plan and IRA eli.en! Agreement I CPI 51431 41713108 Fe 355 Please read carefully, sign and return to Smith Barney Inc. Client Documentation Services 388 Greenwich Street New York, NY 10013-2396 Account l~umbp. Branch Account Before you sign this Agreement, thoroughly review the information here and in the accompanying literature. Please return this completed and signed Agreement in the enclosed postage-paid envelope. Name of IRA Account . or Plan : Name of Authorized Plan Representative Retirement Plan for Employees of Richmond County tvl.ayor Larry E. Sconyers Name at Additional Authorized Plan Representative A. B. McKie, Comptroller Name of Additional Authoriied Plan Representative Street Address 530 Greene Street City Augusta ZIP Code 30911 1. Client Agreement. In consideration of Smith Barney Inc,'s opening an account for me, or where applicable the Plan, I hereby acknowledge that I have read, understand and agree : to the terms of this Agreement, and allestto the accuracy of the certification in Part (4,) below, , I (We) acknowledge that I (wave received a copy of the Agreement which contains a pre-dispute arbitration clause in Paragraph 6. 2. Name Disclosure. Please indicate your choice as to the release or withholding of your name, address and securities positions to issuing corporations. KJ NO, I do not want} my name, address and securities positions disclosed to any companies, upon their request, in o YES, I do want which lawn securities that are being held for me at Smith Barney Inc, 3. Money Market Fund Agreement. Available cash in your account will automatically be invested or "swept" into the money market fund of your choice, as explained in the ! accompanying literature regarding new accounts, If you do NOT elect to have the automatic money market funds sweep, please check the "NO" box below. If you wish to change your , choice of money market funds, please contact your Financial Consultant, (Note to Wisconsin residents: You must indicate on this form specifically whether or not you wish to have a money market sweep for your account.) o NO,I do not want cash balances in my account to be automatically swept into a money market fund. XJ YES, I would like the cash balances in my account to be automatically swept into the fund of my choice, 4. Tax Certification. Under penalties of perjury, I certily that the number shown below is my correct taxpayer identilication number or if not, then the number I have entered below is my correct tax identification number. and that I am n~t subject to backup withholding because: (a) I have not been notified by the Internal Revenue . Service (IRS) that I am subject to backup withholding a,s a result of failure to report all interest or dividends. or (b) theiRS has notified me that I am no longer subject to backup withholding (see below), or (c) I am exempt from backup withholding (see below). Note: You must cross out (b) above if you a;e currently subject to backup , withholding because of underreporting interest or dividends on your tax return. For those exempt from backup withholding, write the word 'EXEMPT' here: The Social Security Number or Tax Taxpayer laentitication Number Identification Number on Smith Barney's records is: .518' The Social Security Number or Tax Identification Number shown to the left is incorrect. The CORRECT number is: 5143 (12/95) \: .""'~ Qualified Retiremen~ Plan and IRA Cli.ent Agreeme~t (Cash AccolDnts Only) in consideration of Smith Barney Inc, opening an Individual Retirement account "'IRA") for me and acting as custodian therefor or for opening a tax-qualified 'etirement plan ("Plan") on behalf of the Plan as owner and acting as broker/dealer n the purchase or sale of securities and other property, I agree to the following erm's and conditions for this account and all IRA or Plan accounts which I now lave or may at any future time have with you, your successors or assigns. rhroughout this agreement, "Plan", "I", "me", "my", "mine", "we", "us" and "our" 'efer to the client and if a Plan, also to its authorized representatives and all others vho are legally obligated on this account. "You", "your" or "SB" refer to Smith ~arney Inc, its subsidiaries, divisions or other entities, I, All transactions entered into under this Agreement shall be subject to any lpplicable constitution, rules, regulations, customs and usages of the exchange or narket and its clearinghouse, if any, where such transactions are executed by SB Jr its agents and to all applicable laws, rules and regulations of governmental luthorities and self-regulatory agencies, Such reference to the "constitution, ules, regulations, customs and usages of the exchange" shall in no way be ~onstrued to create a cause of action arising from any violation of such constitu- ion, rules, regulations, customs and usages, If any provision is enacted thatwould le inconsistent with any of the provisions of this Agreement, the provision so jffected shall be deemed modified or superseded by the enactment, but the 'emaining provisions of this Agreement shall remain in effect. Except as herein lroilided, no provision of this Agreement may be waived, altered, modified or lmended unless the same is in writing and signed by an authorized official of SB, ~, Without limiting the generality of the foregoing, I hereby authorize SB to !utomatically liquidate any money market funds available in my account(s) from ime to time to cover any of my indebtedness or obligations to SB including non- iade related debts, You are further authorized to liquidate any other property held il my account(s) to satisfy any such indebtedness or obligations whenever in your ; iscretion you consider it necessary for your protection. If sufficient cash or money 'larket funds are not available in the account to satisfy purchase commitments or ,ther obligations to you, I will promptly deposit such funds to the account(s), I ,cknowledge that such deposits will constitute contributions to my IRA or if pplicable, will constitute contributions to the Plan for such year, subject to the pplicable contribution limits imposed by law, The acceptance of such a 'ontribution is not a representation by you as to the deductibility of such amount, or a representation by you that such amount does not exceed the maximum ontribution allowed by law, Property" as used anywhere in this Agreement shall include, but not be limited to, ecurities of all kinds, money, certificates of deposit, bankers' acceptances, I . ,', - _ om mercia I paper, options, commodities, and contracts for the future delivery of ommodities or relating to commodities or securities, and the distributions, roceeds, products and accessions of any of the above, , In case of the sale of any security, commodity, or other property at my direction nd the inability of SB to deliver the same to the purchaser by reason of my failure ) supply them to SB,I authorize SB to borrow any security, commodity, or other roperly necessary to make delivery thereof, and I hereby agree to be responsible )i any loss which SB may sustain thereby and any premiums, interest or other osts which S8 may be required to pay as a result of such borrowing, and for any JSS or cost which SB may sustain by reason of its inability to borrow the security, Jmmodity, or other property sold, ' au may charge my account(s)with such usual and customary charges as you may etermine to cover your services and facilities, including, but not limited 10, 143 (12/95) S14300~2951 custody and transaclion fees, I will promptly pay SB any deficiency that might arise in myaccounl(s), I understand and agree that a finance charge may be charged on any debit balance in any cash account I have with SB in accordance with the SB policy described in the accompanying literature regarding new accounts, If any transactions are effected on an exchange in which a foreign currency is used, any profit or loss as a result of a fluctuation in the exchange rate will be charged or credited to my account(s), You have the right to prohibit the transfer of this account or the making of any type of distributions ortransfers from the account, to the extent permitted by law, until such time as all obligations to you are satisfied, 4, Communications may be sent to the mailing address on file with you, or at such other address as I may hereafter give in writing, and all communications so sent, whether by mail, telegraph, messenger or otherwise, shall be deemed given to me personally, whether actually received or not. Transactions entered into for my account(s) shall be confirmed in writing to me where required by applicable law or regulation, In addition, S8 shall provide me with periodic statements reflecting activity in such account(s), I agree that transactions reflected on such confirma- tions and statements shall be conclusively deemed accurate as stated unless I notify SB in writing within three (3) days and ten (10) days of receipt, respectively, that the information contained in such confirmation or statement is inaccurate, Such notice must be sent by me to SB by telegram or letter directed to the attention of the Branch Office Manager of the office servicing the account. Failure to so notify S8 shall also preclude me from asserting at any later date that such transaction was unauthorized, I authorize you at your discretion to obtain reports and to provide information to others concerning my credit standing and my business conduct. You may ask credit reporting agencies for consumer reports of my credit history, Upon my request you will inform me whether you have obtained any such consumer reports and if you have, you will inform me of the name and address of the consumer reporting agency that furnished the reports to you, 5, I represent that, if the account is for an IRA, I am of the age of majority according to the laws of my place of residence or if applicable, that I am the legal representative of your client with full authority to contract on such client's behalf. I further represent that I am not an employee of any exchange or of a member firm of any exchange or of a member of the National Association of Securities Dealers, Inc, ("NASD"), unless I have notified you to that effect. If I become so employed, I agree to notify you promptly, I also represent that only the IRA owner signing this agreement has an interest in the IRA, If the account is for a Plan, I represent that the Plan is an employee benefit Plan which satisfies the applicable provisions of the Internal Revenue Code with authority to enter into these transactions, I further represenlthat I am authorized to act on behalf of and to bind the Plan and that I am of the age of majority according to the laws of my place of residence, I further represent that I am not an employee of any exchangeor of a member firm of any exchange or ola member of the National Association of Securities Deaiers, Inc, ("NASD"), and that neither the sponsoring employer(s) of the Plan nor the employer(s) participating in the Plan are a member firm of any exchange or a member of the NASD, unless I have notified you to that effect. i agree to notify you promptly in the event the Plan appoints someone else to act on its behalf. If my account has been introduced to you and is carried by you only as a clearing broker, I agree that you are not responsible forthe conduct olthe introducing broker and your only responsibilities to me relate to the execution, clearing and bookkeep- ing of transactions in my accounts, 2 :- . "'.. 6. Arbitration · Arbitration is final and binding on the parties. · The parties are waiving their right to seek remedies in court, including the right to jury trial. · Pre-arbitration discovery is generally more limited than and differ- ent from court proceedings. · The arbitrators' award is not required to include factual findings or legal reasoning, and any party's right to appeal orto seek modification of rulings bV the arbitrators is strictly limited. · The panel of arbitrators will typically include a minority of arbitra- tors who were or are affiliated with the securities industry. I agree that all claims or controversies, whether such claims or controversies arose prior, on or subsequent to the date hereof, between me and S8 and/or any of its present or former officers, directors, or employees concerning or arising from (i) any account maintained by me with S8 individually or jointly with others in any capacity; (ii) any transaction involving S8 or any predecessor firms by merger, acquiSition or other business combination and me, whether or not such transaction occurredin such account or accounts; or (iii) the construction, performance or breach of this or any other agree- ment between us, any duty arising from the business of S8 or utherwise, shall be determined by arbitration before, and only before, any selt-regulatory organization or exchange of which S8 is a mem- ber. I may elect which otthese arbitration forums shall hearthe matter by sending a registered letter or telegram addressed to Smith 8arney Inc. at 388 Greenwich Street, New York, N.Y. 10013, Attn: law Department. It I fail to make such election before the expiration of five (5) days after receipt of a written request from S8 to make such election, S8 shall have the right to choose the forum. . No person shall bring a putative orcertitied class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with rllspect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the e#ent stated herein. 7,The provisions of this Agreement shall be continuous, shall cover individually and collectively all accounts which I may open or reopen with S8, and shall inure to the benefit of S8's present organization, and any successor organization or assigns, Should any term or provision 01 this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect. Except for statutes 01 limitation applicable to claims, this Agreement and all, the terms herei n shall be governed and construed in accordance with the laws oi the State of New York without giving effect to principles of conflict of laws, The statute of limitations applicable to any claim shall be that which would be applied by the courts of the state in which I reside, 8, I understand that you may in your sole discretion prohibit or restrict trading of securities or substitution of securities in any of my accounts, You have the right to terminate any of my accounts (including multiple owner accounts) at any time by notice to me, The provisions of this agreement shall survive the termination of any account. 9, Your failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on your part to exercise any power or right given to you in this Agreement, or a continued course of such conduct on your part shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other further exercise, All rights and remedies given to you in this Agreement are cumulative and not exclusive of any other rights or remedies which you otherwise have, 10, I understand that S8 shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes or other conditions, commonly known as "acts of God," beyond S8's control. 11, If this account is an IRA, no joint authority is permitted, If the account is for a Plan and more than one person is authorized to act on behalf of the Plan with respect to this account, it is agreed that the instructions of anyone authorized person shall be binding upon the Plan and all other persons authorized to act on its behalf. S8, in its sole discretion, may require the joint action of any two or more persons authorized to act on behalf of the Plan with regard to any instructions given in relation to this account and S8 may require written confirmation of said instructions, Any person authorized to act on behalf of the Plan is authorized to a) buy, sell or otherwise deal in, through you as brokers, securities, or other property; b) to receive for this account confirmations, statements and communications of every kind; c) to receive and dispose of for this account money, securities and other property; d) to make, modify and terminate for this account any agreements; e) to receive notices on behalf of this account and generally to deal with you as if such person were the sole owner of this account. Each person authorized to act on behalf of the Plan represents and warrants that all instructions given with respect to this account are within the authorities given by the Plan and agrees to jointly and severally indemnify and hold you harmless from any and all liabilities that may be incurred by virtue of your acting on said instructions, You shall be under no obligation to inquire into the purpose of any instruction given including but not limited to the delivery of securities or other property or the payment of money either to an authorized representative of the Plan or any third party and you shall not be bound to see to the application or disposition of said securities, other property or money, In the event of the death or removal of an authorized representative, the remaining authorized representatives shall immediately give you written notice thereof and you may, before or after receiving such notice, take such proceedings, require such documents, retain such portion of this account and/or restrict transactions in this account as you may deem advisable to protect yourself against any real or perceived liabilities, The Plan shall remain liable to you for any debt or loss in this account resulting from transactions initiated prior to your receipt of written notice of such death or removal including but not limited to losses or debts resulting from the liquidation of such transactions, Nothing in this Agreement shall be construed to grant S8 any discretionary authority or control regarding the Plan, I acknowledge that S8 is not a fiduciary with regard to the Plan, unless such fiduciary status is conferred by some other agreement. Afteryou have reviewed the information in the accompanying literature regarding new accounts, please sign the appropriate sections on page 1 of this Agreement. Return the completed Agreement in the enclosed postage-paid envelope and retain the accompanying literature regarding new accounts for your records, Member NASD, SIPe, 5143 (12/95) 3 51430012951 ~- -~ '" A MemberofTravelersGroupJ Qualified Retirement Plan and IRA Client Agreement ICP15143! SMITHBARNEY 41753 322 FC Please read carefully, sign and return to Smith Barney Inc. Client Documentation Services 388 Greenwich Street New York, NY 10013-2396 Account i~umoer Branch Account 355 Before you sign this Agreement, thoroughly review the information here and in the accompanying literature. Please return this completed and signed Agreement in the enclosed postage-paid envelope. ' Name 01 IRA Account or Plan Retirement Plan for Employees of Richrrond COW1ty Name of Authorized Plan Representative Mayor l.a.rry E. Sconyers Name of Additional Authorized Plan Representative A. B. McKie, Comptroller Name of Additional Authorized Plan Representative Street Address 530 Greene Street 1. Client Agreement. In consideration of Smith Barney Inc.'s opening an account for me, or where applicable the Plan, I hereby acknowledge that I have read, understand and agree to the terms of this Agreement, and attest to the accuracy of the certification in Part (4,) below, I (We) acknowledge that I (w have received a copy of the Agreement which contains a pre-dispute arbitration clause in Paragraph 6. City Augusta 2. Name Disclosure. Please indicate your choice as to the release or withholding of your name. address and securities positions to issuing corporations, CXl NO, I do not want} my name. address and securities positions disclosed to any companies. upon their request. in o YES. I do want which I own securities that are being held for me at Smith Barney Inc, 3. Money Market Fund Agreement. Available cash in your account will automatically be invested or "swept" into the money markei fund of your choice, as explained in the accompanying literature regarding new accounts. If you do NOT elect to have the automatic money market funds sweep, please check the "NO" box below, If you wish to change your choice of money market funds, please contact your Financial Consultant, (Note to Wisconsin residents: You must indicate on this form specifically whelher or not you wish to have a money market sweep for your account.) o NO. I do not want cash balances in my account to be automatically swept into a money market fund, al YES, I would like the cash balances in my account to be automatically swept into the fund of my choice. 4. Tax Certification. Under penalties of perjury, I certify that the number shown below is my correct taxpayer identification number or if not, then the number I have entered below is my correct tax identification number, andthatl am not subject to backup withholding because: (a) I have not been notified by the Internal Revenue Service (IRS) thall am subject to backup withholding as a result of failure to report all interest or dividends. or (b)the IRS has notified me that I am no longer subject to backup withholding (see below), or (c) I am exempt from backup withholding (see below). Note: You must cross out (b) above if you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. . For those exempt from backup withholding, write the word 'EXEMPr' here: The Social Security Number or Tax Identification Number on Smith Barney's records is: The Social Security Number or Tax Identification Number shown to the left is incorrect. The CORRECT number is: 5143 (12/95) .. ...... . .. Qualified Retirement Plan and IRA Client Agreemellt (Cash Accounts Only) n consideration of Smith Barney Inc, opening an Individual Retirement account "'IRA") for me and acting as custodian therefor or for opening a tax-qualified -etirement plan ("Plan") on behalf of the Plan as owner and acting as braker/dealer n the purchase or sale of securities and other property, I agree to the following erm's and conditions for this account and all IRA or Plan accounts which I now lave or may at any future time have with you, your successors or assigns, fhroughout this agreement, "Plan", "I", "me", "my", "mine", "we", "us" and "our" 'efer to the clienland if a Plan, also t6 its authorized representatives and all others vho are legally obligated on this account. "You", "your" or "SB" refer to Smith 3arney Inc, its subsidiaries, divisions or, other entities, :, All transactions entered into under this Agreement shall be subject to any lpp!icable constitution, rules, regulations, customs and usages of the exchange or narkei and its clearinghouse, if any, where such transactions are executed by SB .H iis agents and to all applicable laws, rules and regulations of governmental iuihorities' and self-regulatory agencies, Such reference to the "constitution, ules, regulations, customs and usages of the exchange" shall in no way be :onstrued to create a cause of action arising from any violation of such constitu- ion, rules, regulations, customs and usages, "any provision is enacted that would 1e inconsistent with any of the provisions of this Agreement, the provision so [ffected shall be deemed modified or superseded by the enactment, but the emaining provisions of this Agreement shall remain in effect. Except as herein Hovided, no provision of this Agreement may be waived, altered, modified or :mended unless the same is in writing and signed by an authorized official of SB, ~, Without limiting the generality of the foregoing, I hereby authorize S8 to :utomatically liquidate any money market funds available in my account(s) from :me to time to covefany of my indebtedness or obligations to SB including non- -ade related debts, You are further authorized to liquidate any other property held 1 my account(s) to satisfy any such indebtedness or obligations whenever inyour ;iscretion you consider it necessary for your protection, "sufficient cash or money larket funds are not available in the account to satisfy purchase commitments or ,ther obligations to you, , will promptly deposit such funds to the account(s), I cknowledge that such deposits will constitute contributions to my IRA or if pplicable, will constitute contributions to the Plan for such year, subject to the pplicable contribution limits imposed by law, The acceptance of such a ontribution is not a representation by you as to the deductibility of such amount, or a representation by you that such amount does not exceed the maximum ontribution allowed by law, Property" as used anywhere in this Agreement shall include, but not be limited to, ecurities of all kinds, money, certificates of deposit, bankers' acceptances, ommercial paper,-options, commodities, and contracts for the future delivery of ommodities or relating to commodities or securities, and the distributions, roceeds, producis and ,!ccessions of any of the above, , In case of the sale of any security, commodity, or other property at my direction nd the inability of SB to deliver the same to the purchaser by reason of my failure 1supply them to SB, I authorize SBto borrow any security, commodity, or other roperty necessary to make delivery thereof, and I hereby agree to be responsible Jr any loss which SB may sustain thereby and any premiums, interest or other, ')sis which SB may be required to pay as a result of such borrowing, and for any - )SS or cost whichSB may sustain by reason of its inability to borrow the security, Jmmodiiy, or other property sold, ou may charge my account(s) with such usual and customary charges as you may ~iermine to cover your services and facilities, including, but not limited to, 143 (12/95) 51430012951 custody and transaction fees I will promptly pay SB any defiCiency that might arise in myaccount(s), I understand and agree that a finance charge may be charged on any debit balance in any cash account I have with S8 in accordance with the S8 policy described in the accompanying literature regarding new accounts, If any transactions are effected on an exchange in which a foreign currency is used, any profit or loss as a result of a fluctuation in the exchange rate will be charged or credited to my account(s), You have the right to prohibit the transfer ofthisaccount or the making of any type of distributions or transfers from the account, to the extent permitted by law, until such time as all obligations to you are satisfied, 4, Communications may be sent to the mailing address on file with you, or at such other address as I may hereafter give in writing, and all communications so sent, whether by mail, telegraph, messenger or otherwise, shall be deemed given to me personally, whether actually received or not. Transactions entered into for my account(s) shall be confirmed in writing to me where required by applicable law or regulation, In addition, SB shall provide me with periOdic statements reflecting activity in such account(s), I agree that transactions reflected on such confirma- tions and statements shall be conclusively deemed accurate as stated unless I notify SB in writing within three (3) days and ten (10) days of receipt, respectively, that the information contained in such confirmation or statement is inaccurate, Such notice must be sent by me to SB by telegram or letter directed to the attention of the Branch Office Manager of the office servicing the account. Failure to so notify SB shall also preclude me from asserting at any Jater date that such transaction was unauthorized, I authorize you at your discretion to obtain reports and to provide information to others concerning my credit standing and my business conduct. You may ask credit reporting agencies for consumer reports of my credit history. Upon my request you will inform me whether you have obtained any such consumer reports and if you have, you will inform me of the name and address of the consumer reporting agency that furnished the reports to you, 5,1 represent that, if the account is for an IRA, I am of the age of majority according to the laws of my place of residence or if applicable, that I am the legal representative of your client with full authority to contract on such client's behalf, I further represent that I am not an employee of any exchange or of a member firm of any exchange or of a member of the National Association of Securities Dealers, Inc, ("NASD"), unless I have notified you to that effect. If I become so employed, I agree to notify you promptly, I also represent that only the IRA owner signing this agreement has an interest in the IRA, If the account is for a Plan, I represent that the Plan is an employee benefit Plan which satisfies the applicable provisions of the Internal Revenue Code with authority to enter into these transactions, I further represent that I am authorized _ to act on behalf of and to bind the Plan and that I am of the age of majority according to the laws of my place of residence, I further represent that I am not an employee of any exchange or of a member firm of any exchange or of a member ofthe National Association of Securities Dealer?, Inc, ("NASD")! and that neither the sponsoring employer(s) of the Plan nor the employer(s) participating in the Plan are a member firm of any exchange or a member of the NASD, unless I have notified you to that effect. I agree to notify you p'romplly in the event the Plan appoints someone else to act on its behalf. If my account has been introduced to you and is carried by you only as a clearing broker, I agree that you are not responsible for the conduct of the introducing broker and your only responsibilities to me relate to the execution, clearing and bookkeep- ing of transactions in my accounts, 2 :F '. ......... 6. Arbitration · Arbitration is final and binding on the parties. · The parties are waiving their right to seek remedies in court, including the right to jury trial. · Pre-arbitration discovery is generally more limited than and differ- ent from court proceedings. · The arbitrators' award is not required to include factual findings or legal reasoning, and any party's rightto appeal orto seek modification of rulings by the arbitrators is strictly limited. · The panel of arbitrators will typically include a minority of arbitra- t!)rs who were or are affiliated with the securities industry. I agree that all claims or controversies, whether such claims or controversies arose prior, on or subsequent to the date hereof, between me and SB and/or any of its present or former officers, directors, or employees concerning or arising from (i) any account maintained by me with SB individually or jointly with others in any capacity; (ii).any transaction involving SB or any predecessor firms by merger, acquisition or other business combination and me, whether or not such transaction occurred in such account or a'ccounts; or (iii) the construction, performance or breach of this or any other agree- ment between us, any duty arising from the business of sa or otherwise, shall be determined by arbitration before, and only before, any self-regulatory organization or exchange of which SB is a mem- ber. I may elect which of these arbitration forums shall hearthe matter by sending a registered letter or telegram addressed to Smith Barney Inc. at 388 Greenwich Street, New York, N.Y. 10013, Attn: Law Department. If I fail to make such election before the expiration of five (5) days after receipt of a written request from SB to make such election, SB shall have the right to choose the forum. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. ' Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 7., The provisions of this Agreement shall be continuous, shall cover individually and collectively all accounts which I may open or reopen with SB, and shall inure to the benefit of SB's present organization, and any successor organization or assigns, Should any term or provision of this Agreement be deemed or heldto be invalid or unenforceable, the remaining terms and provisions shall continue in full force and eflect. Except for staiutes of limiiation applicable to ~Iaims, this Agreement and all the terms herein shall be governed and construed in accordance with the laws of the State of New York without giving eflect to principles of conflict . of laws, The statute of limitations applicable to any claim shall be that which would be applied by the courts of the state in which I reside, 8 I understand that you may in your sole discretion prohibit or restrict trading of securities or substitution of securities in any of my accounts, You have the right to terminate any of my accounts (including multiple owner accounts) at any time by notice to me, The provisions of this agreement shall survive the termination of any account. 9, Your failure to insist at any time upon strict compliance with any term of this Agreement. or any delay or failure on your part to exercise any power or right given to you in this Agreement, or a continued course of such conduct on your part shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other further exercise, All rights and remedies given to you in this Agreement are cumulative and not exclusive of any other rights or remedies which you otherwise have, 10. I understand that SB shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes or other conditions, commonly known as "acts of God," beyond SB's control, 11, If this account is an IRA. no joint authority is permitted, If the account is for a Plan and more than one person is authorized to act on behalf of the Plan with respect to this account, it is agreed that the instructions of anyone authorized person shall be binding upon the Plan and all other persons authorized to act on its behalf, SB, in its sole discretion, may require the joint action of any two or more persons authorized to act on behalf of the Plan with regard to any instructions given in relation to this account and SB may require written confirmation of said instructions, Any person authorized to act on behalf of the Plan is authorized to a) buy, sell or otherwise deal in, through you as brokers, securities, or other property; b) to receive for this account confirmations, statements and communications of every kind; c) to receive and dispose offor this account money, securities and other property; d) to make, modify and terminate for this account any agreements; e) to receive notices on behalf of this account and generally to deal with you as if such person were the sole owner of this account. Each person authorized to act on behalf of the Plan represents and warrants that all instructions given with respect to this account are within the authorities given by the Plan and agrees to jointly and severally indemnify and hold you harmless from any and all liabilities that may be incurred by virtue of your acting on said instructions, You shall be under no obligation to inquire into the purpose of any instruction given including but not limited to the del ivery of securities or other property or the payment of money either to an authorized representative of the Plan or any third party and you shall not be bound to see to the application or disposition of said securities, other property or money, In the event of the death or removal of an authorized representative, the remaining authorized representatives shall immediately give you written notice thereof and you may, before or after receiving such notice, take such proceedings, require such documents, retain such portion of this account and/or restrict transactions in this account as you may deem advisable to protect yourself against any real or perceived liabilities, The Plan shall remain liable to you for any debt or loss in this account resulting from transactions initiated prior to your receipt of written notice of such death or removalincluding but not limited to losses or debts resulting from the liquidation of such transactions, Nothing in this Agreement shall be construed to grant SB any discretionary authority or control regarding the Plan, I acknowledge that SB is not a fiduciary with regard to the Plan, unless such fiduciary status is conferred by some other agreement. After you have reviewed the information in the accompanying I iterature regarding new accounts, please sign the appropriate sections on page 1 of this Agreement. Return the completed Agreement in the enclosed postage-paid envelope and retain the accompanying literature regarding new accounts for your records, Member NASD, SIPe, 5143 (12/95) 3 51430012951 '\ SMrTI-IBARNEY A Member of TravelersGroupJ Qualified Retir~ment Plan and IRA Client Agreement I CPI 51431 323 FC Please read carefully, sign and return to Smith Barney Inc. Client Documentation Services 388 Greenwich Street New York, NY 10013-2396 ' 355 Before you sign this Agreement, thoroughly review the information here and in the accompanying literature. Please return this completed and signed Agreement in the enclosed postage-paid envelope. Name of IRA Account or Plan Retirement Plan for Employees of Richrrond County Name of Authorized Plan Representative Mayor Larry E. Sconyers Name of Additional Authorized Plan Representative A. B. McKie, Comptroller Name of Additional Authorized Plan Representative Street ,Address 530 Greene Street City Augusta ltP Code 30911 1. Client Agreement. In consideration of Smith Barney Inc.'s opening an account for me, or where applicable the Plan, I hereby acknowledge that I have read, understand and agree to the terms of this Agreement, and attest to the accuracy of the certification in Part (4) below, I (We) acknowledge that I (we) have received a copy of the Agreement which contains a pre-dispute arbitration clause in Paragraph 6. 2. Name Disclosure. Please indicate your choice as to the release or withholding of your name, address and securities positions to issuing corporations, ;X1 NO, I do not want} myname, address ~nd securities positions disclosed to any companies, upon their request, in DYES, I do want which I own securities that are being held for me at Smith Barney Inc, 3. Money Market Fund Agreement. Available cash in your account will automatically be invested or "swept" into the money market fund of your choice, as explained in the accompanying literature regarding new accounts, If you do NOT elect to have the automatic money market funds sweep, please check the "NO" box below, If you wish to change your choice of money market funds, please contact your Financial Consultant, (Note to Wisconsin residents: You must indicate on this form specifically whether or not you wish to have a money market sweep for your account.) o NO, I do not want cash balances in my account to be automatically swept into a money market fund, :xl YES, I would lik~ the cash balances in my account to be 'automatically swept into the fund of my choice, 4. Tax Certification. Under penalties of perjury. I certify that the number shown below is my correct taxpayer identification number or if not. then the number I have entered below is my correct tax identification number, and that I am not subject to backup withholding because: (a) I have not been notified by the Internal Revenue Service (IRS) that I am'subject to backup withholding as a result ollailure to report all interest or dividends, or (b) the IRS has notified me that I am no longer subject to backup withholding (see below), or (c) I am exemptfrom backup withholding (see below). Note: You must cross out (b) above if you are currentfysubjectto backup withholding because of underreporting interest or dividends on your tax return. For those exempt from backup withholding, write the word 'EXEMPr' here: The Social Security Number or Tax Identification Number on Smith Barney's records is: The Social Security Number or Tax Identification Number shown to the left is Taxpayer Idenlilicalion Number incorrect. The CORRECT number is; 5143 (12/95) .~.' ~' . Qualified Retirement Plan and IRA Client Agreeme~t , (Cash Accounts Only) :n consideration of Smith Barney Inc, opening an Individual Retirement account :"IRA") for me and acting as custodian therefor or for opening a tax-qualified retirement plan ("Plan") on behall of the Plan as owner and acting as broker/dealer n the purchase or sale of securities and other property, I agree to the following 'erm's and conditions for this account and all IRA or Plan accounts which I now lave or may at any future. time have with you, your successors or assigns, fhroughout this agreement, "Plan", "I", "me", "my", "mine", "we", "us" and "our" efer to the client and if a Plan, also to its authorized representatives andall others vho are legally obligated on this account. "You", "your" or "SB" referlo Smith 3arney Inc, its subsidiaries, divisions or other entities, :. All transactions entered into under this Agreement shall be subject to any lpplicable constitution, rules, regulations, customs and usages of the exchange or narket and its clearinghouse, if any, where such transactions are executed by SB Jr its agents and to all applicable laws, rules and regulations of governmental luthorities and sell-regulatory agencies, Such reference to the "constitution, ules, regulations, customs and usages of the exchange" shall in no way be ;onstrued to create a cause of action arising from any violation of such constitu- ion, rules, regulations, customs and usages, Il any provision is enacted that would le irconsistent with any of the provisions of this Agreement, the provision so lffeCted shall be deemed modified or superseded by the enactment, but the emaining provisions of this Agreement shall remain in effect. Except as herein Jrovided, no provision of this Agreement may be waived, altered, modified or ,mended unless the same is in writing and signed by an authorized official of SB, " Without limiting the generality of the foregoing, I hereby authorize SB to :utomatically liquidate any money market funds available in my account(s) from !me to time to cover any of my indebtedness or obligations to SB including non- :ade related debts, You are further authorized to liquidate any other property held 1 my account(s) to satisfy any such indebtedness or obligations whenever in your 'iscretion you consider it necessary for your protection, If sufficient cash or money larket funds are not available in the account to satisfy purchase commitments or ,ther obligations to you, I will promptly deposit such funds to the account(s), I cknowledge that such deposits will constitute contributions to my IRA or if oplicable, will constitute contributions to the Plan for such year, subject to the pplicable contribution limits imposed by law, The acceptance of such a oniribution is not a representation by you as to the deductibility of such amount, or a representation by you that such amount does not exceed the maximum ontribution allowed by law, Property" as used anywhere in this Agreement shall include, but not be limited to, 3curities of all kinds, money, certificates of deposit, bankers' acceptances, Dmmercial paper, options, commodities, and contracts for the future delivery of ommodities or relating to commodities or securities, and the distributions, roceeds, products and accessions of any of the above, . In case of the sale of any_security, commodity, or other property at my direction ld the inability of SB to deliver the same to the purchaser by reason of my failur~ 1 supply them to SB, I authorize SB to borrow any security, commodity, or other roperty necessary to make delivery thereof, and I hereby agree to be responsible Ir any loss which SB may sustain thereby and any premiums, interest or other )sts which SB may be required to pay as a result of such borrowing, and forany )SS or cost which SB may sustain by reason of its inability to borrow the security, )mmodity, or other property sold, au may charge my account( s) with such usual and customary charges as you may ~termine to cover your services and facilities, including, but not limited to, 143 (12/95) 51430012951 custOdy and transaction fees I will promptly pay SB any deficiency that might arise in myaccount(s), I understand and agree that a finance charge may be charged on any debit balance in any cash account I have with SB in accordance with the SB policy described in the accompanying literature regarding new accounts, If any transactions are effected on an exchange in which a foreign currency is used, any profit or loss as a result of a fluctuation in the exchange rate will be charged or credited to my account(s), You have the right to prohibit the transfer of this account or the making of any type of distributions or transfers from the account, to the extent permitted by law, until such time as all obligations to you are satisfied, 4. Communications may be sent to the mailing address on file with you, or at such other address as I may hereafter give in writing, and all communications so sent, whether by mail, telegraph, messenger or otherwise, shall be deemed given to me personally, whether actually received or not. Transactions entered into for my account(s) shall be confirmed in writing to me where required by applicable law or regulation, In addition, SB shall provide me with periodic statements reflecting activity in such account(s), I agree that transactions reflected on such confirma- tions and statements shall be conclusively deemed accurate as stated unless I notify SB in writing within three (3) days and ten (10) days of receipt, respectively, that the information contained in such confirmation or statement is inaccurate, Such notice must be sent by me to SB by telegram or letter directed to the attention of the Branch Office Manager of the office servicing the account. Failureto so notify SB shall also preclude me from asserting at any later date that such transaction was unauthorized, . I authorize you at your discretion to obtain reports and to provide information to others concerning my credit standing and my business conduct. You may ask credit reporting agencies for consumer reports of my credit history, Upon my request you will inform me whether you have obtained any such consumer reports and if you have, you will inform me of the name and address of the consumer reporting agency that furnished the reports to you. 5, I represent that, if the account is for an IRA, I am of the age of majority according to the laws of my place of residence or if applicable, that I am the legal representative of your client with full authority to contract on such client's behalf, I further represent that I am not an employee of any exchange or of a member firm of any exchange or of a member of the National Association of Securities Dealers, Inc, ("NASO"), unless I have notified you to that effect. If I become so employed, I agree to notify you promptly, I also represent that only the IRA owner signing this agreement has an interest in the IRA, If the account is for a Plan, I represent that the Plan is an employee benefit Plan which satisfies the applicable provisions of the Internal Revenue Code with authority to enter into these transactions, I further represent that I am authorized to act on behalf of and to bind the Plan and that I am of the age of majority according , to the laws of my place of residence, I further represent that I am not an employee of any exchange or of a member firm of any exchange or of a member of the National Association of Securities Dealers, Inc, ("NASD"), and that neither the sponsoring employer(s) of the Plan nor the employer(s) participating in the Plan are a member firm of any exchange or a member of the NASD, unless I have notified you to that effect. I agree to notify you promptly in the event the Plan appoints someone else to act on its behalf. If my account has been introduced to you and is carried by you only as a clearing broker, I agree that you are not responsible tor the conduct of the introducing broker and your only responsibilities to me relate to the execution, clearing and bookkeep- ing of transactions in my accounts, 2 '-" ;~ 6. Arbitration · Arbitration is final and binding on the parties. · The parties are waiving their right to seek remedies in court, including the right to jury trial. · Pre-arbitration discovery is generally more limited than and differ- ent from c'ourt proceedings. · The arbitrators' award is not required to include factual findings or legal reasoning, and any party's rightto appeal orto seek modification of rulings by the arbitrators is strictly limited. · The panel of arbitrators will typically include a minority of arbitra- tors who were or are affiliated with the securities industry. I agree that all claims or controversies, whether such claims or controversies arose prior, on or subsequent to the date hereof, between me and S8 and/or any of its present or former officers, directors, or employees concerning or arising from (i) any account maintained by me with SB individually or jointly with others in any capacity; (ii) any transaction involving SB or any predecessor firms by merger, acquisition or other business combination and me, whether or not such transaction occurred in such account or accounts; or (iii) the construction, performance or breach of this or any other agree- ment between us, any duty arising from the business of SB or otherwise, shall be determined by arbitration before, and only before, any self-regulatory organization or exchange of which SB is a mem- ber. I may elect which ofthese arbitration forums shall hearthe matter by sending a registered letter or telegram addressed to Smith Barney Inc. at 388 Greenwich Street, New York, N.Y. 10013, Attn: Law Department. If I fail to make such election before the expiration of five (5) days after receipt of a written request from SB to make such , election, SB shall have the right to choose the forum. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any p~rson who has initiated in court a putative class action; orwho is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 7, The provisions of this Agreement shali be continuous. shall cover individually and collectively all accounts which I may open or reopen with SB. and shall inure to the benefit of SB's present organization, and any successor organization' or assigns, Should any term or provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect. Except for statutes of limitation applicable to claims. -this Agreement and all the terms herein shall be governed and construed in accordance with the laws of the State of New York without giving effect to principles of conflict of laws, The statute of limitations applicable to any claim shall be that which would be applied by the courts of the state in which I reside, 8, I understand that you may in your sole discretion prohibit or restrict trading of securities or substitution of securities in any of my accounts, You have the right to terminate any of my accounts (including multiple owner accounts) at any time by notice to me, Tile provisions of this agreement shall survive the termination of any accou nt. 9 Your failure to insist at any time upon strict compliance with any term of this .'~greement. or any delay or failure on your part to exercise any power or right given to you in this Agreement. or a continued course of such conduct on your part shall at no time operate as a waiver of such power or right. nor shall any single or partial exercise preclude any other further exercise, All rights and remedies given to you in this Agreement are cumulative and not exclusive of any other rights or remedies which you otherwise have, 10, I understand that SB shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes or other conditions. commonly known as "acts of God." beyond SB's control, ' 11, If this account is an IRA. no joint authority is permitted, If the account is for a Plan and more than one person is authorized to act on behalf of the Plan with respect to this account. it is agreed that the instructions of anyone authorized person shall be binding upon the Plan and all other persons authorized to act on its behalf. SB. in its sole discretion. may require the joint action of any two or more persons authorized to act on behalf of the Plan with regard to any instructions given in relation to this account and SB may require written confirmation of said instructions, Any person authorized to act on behalf of the Plan is authorized to a) buy, sell or otherwise deal in. through you as brokers. securities, or other property; b) to receive for this account confirmations. statements and communications of every kind; c) to receive and dispose of for this account money. securities and other property; d) to make. modify and terminate for this account any agreements; e) to receive notices on behalf of this account and generally to deal with you as if such person were the sole owner of this account. Each person authorized to act on behalf of the Plan represents and warrants that all instructions given with respect to this account are within the authorities given by the Plan and agrees to jointly and severally indemnify and hold you harmless from any and all liabilities that may be incurred by virtue of your acting on said instructions, You shall be under no obligation to inquire into the purpose of any instruction given including but not I im ited to the del ivery of securities or other property or the payment of money either to an authorized representative of the Plan or any third party and you shall not be bound to see to the application or disposition of said securities. other property or money, In the event of the death or removal of an authorized representative, the remaining authorized representatives shall immediately give you written notice thereof and you may. before or after receiving such notice. take such proceedings. require such documents. retain such portion of this account and/or restrict transactions in this account as you may deem advisable to protect yourself against any real or perceived liabilities, The Plan shall remain liable to you for any debt or loss in this account resulting from transactions initiated prior to your receipt of written notice of such death or removal including but not limited to losses or debts resulting from the liquidation of such transactions, Nothing in this Agreement shall be construed to grant SB any discretionary authority or control regarding the Plan, I acknowledge that SB is not a fiduciary with regard to the Plan. unless such fiduciary status is conferred by some other agreement. . Afteryou have reviewed the information in the accompanying literature regarding new accounts. please sign the appropriate sections on page 1 of this Agreement. Return the completed Agreement in the enclosed postage-paid envelope and retain the accompanying literature regarding new accounts for your records, Member NASD, SIPe, 5143 (12/95) 3 51430012951 ERISA ACCOUNTS TRUSTEE CERTIFICATION AND AGREEMENT SMITH BARNEY Account Number Branch ,\:count 4 1 713 I I I o 5 - A Member of TravelersGroupJ NOTICE: o This form is for ERISA Trustees who wish to establish CASH accounts or:ly. ERISA Trustees who wish-to establish any other type of account must meet certain special legal criteria. Please zsk your Financial Consultant for further details. INSTRUCTIONS - CASH ACCOUNTS: . All plan trustees must execute this form (submission af trust agreemei74' and other plan documents NOT Required). To Smith Barney Inc, In consideration of your opening and/or maintaining one or more accounts for the ERISA plan trust named below, we, the undersigned trustees'" certify, represent and warrant that the trust agreement to which this certification and agreement applies is in - full force ana effect, and 1, The name ot the sponsoring corporation is Augusta-Richmond County Commission-Council 2. The title of the ERISA plan trust is 3, a. The date 01 the trust agreement is (Month, Day, Year) January 1, 1977, as amended Janu~l 1, 1993 b, The adoption date of the plan is (Month, Day, Year) 1976 4, a, The names ot all trustees are Mayor Larry E. Sconyers, Commissioner Freddie L. Handy, COlTlTIllSSlOner Lee Beard, Commissioner Robert Zetterberg, Commissioner Moses Todd, Commissioner Henry H. Brighan Commissioner J. B. Powell, Commissioner Jerrv Brigham, Commissioner Ulmer Bridges, )?~~~e~~Pan~uc~~~toMu11~esI1r'e MClY:J, Commi:Joioncr Wllli.::un B. Kur,lJcc 1. 2, 3. 5, We, the trustees, have the power under the plan, trust agreement and applicable law to enter into cash transactions, both purchases and sales, of the type(s) indicated here (CROSS OUT TYPES THAT DO NOT APPLY) Corporate Equity Securities U.S, Government Securities Municipal Securities U.S, Agency Securities Limited Partnerships Mutual Funds Corporate Debt Insurance and Annuities We, the trustees, dlso have the power under the plan, trust agreement and applicab!e law to engage in the following additional activities (CROSS OUT IF INAPPLICABLE) Employment of investment advisors - Delegation of investment discretion to third parties Compensating third parties for investment advisory services (Note: if !!?/estmen! discretion is to be delegated to Smith Barney tne, or any of iis affiliaies, a con;p/eie copy of I/;e trust agreement must be provided.) 5502 6. We, the undersianed trustees, represent and warrant: herein delineated shall be ineffective as to such transfer agent or third party T - h d d' tI IT d nder unless and until actual notice or knowledge of such modification, revocation or a. . i hat the plan has c;een duly 3dopte an IS presen y qua 1,le . u I ~erminatiOn shall have been received by such transfer agent or third party, and applicable 13W. we iAsivisl:Jally aAB OA beRalf Elf the trust will indemnify and hold harmless any b. That we have the power under the plan, trust agreement and 2pplic3ble law such transfer agent or third party from and against any and all claims that may to give you valid orders and other instructions relative to the trust account and arise against such transfer agent or other third party by reason 01 such third all such orders and instructions s~all be binding on the trust. party having relied on Ihis instrument. c. Ttlat if a Financial Management Account"" ("F~;'A@") is requested, ~he plan 0 "Ne, the trustees, warrant that we will not engage in margin, option or futures ~and trust agreement permit us to open an FMA and 3pply for and utilize the transactions on behalf of the trust unless we are fully empowered to do so. Upon related checkwriting, C8311 Cars, automatic funds transfer and other priVileges request, we will provide Smith Barney Inc. with a complete copy of the trust pursuant to the terms and conditions ot the applicable agreements. agreement evidencing said powers. d. That the trust 2uthorizes us to make distributions/transfers from the trust 10. We, the trustees, agree to promptly inform you, in writing, of any amendment ~ by check, automatic funds transfer, G , u .. r otherwise to to the trust, any change in the composition of the trustees or any other event ours91':es, the beneficiaries and others 3S the we may direct. which could alter the certifications made herein. You may rely on this certification e. T.hat. unl9Ss '::9 advise ~'8Y in '::riling 18 the C9r:ltraf)', aR~' 9r:le tnoste9 ~ay until you receive written notice of such events signed by all of the trustees. ~ iA88~endeRtly exereise ,Jnj' cf tAe pe'::ers C8Ftifiei3 to RereiR aAG FAa)' iRSivi8l:Jally act OR 8eh31f of and bind :he trust as \'/311 as execute any socl:JFAents 8A beRalf elf the trust whic_h you require i:1::luding 2:1 agreement to arbilra:e all disputes CQR8erRir:l~ the tryst accour;lt. It is agreed that Smith Barney Inc. retains the right to require the joint action of all trustees with respect to any activity relating to the trust accounts whenever ~ such joint action may be deemed necessary or appropriate in its sole discretion. - 7. We, Il1e trustees, individually and on behalf orThe plan and trust, hereby agree to indemnify and hold harmless Smith Barney Inc. from any and all liabilities and exoenses, including attorneys' fees, for claims, judgments, surcharges or settlement amounts for effecting transactions of the types specified herein or, where applicable, arising out 01 or in connection with the improper use of the FMA by any trustee including the related checkwriting, Cash Card, automatic funds transfer and other privileges or otherwise relying on this certification and agreement. ~ tach t;ustee shall be jointly anEJ se':8raI11 liable for p3r~orffliflg the otlligations stated herein. S:Jch oblig:1tions and this indemnific2t:on sh:;!1 s:Jrvive ~::minzti8n 0f tRB trust ()f the account and shall bo ~inding upon 311 h9irs, successors or ~. 8. To induce any transfer agent or other third party to act tlereunder, we, the trustees, hereby agree that any transfer agent or other third party receiving a duly executed copy Q[ facsimile 01 this instrument may act in reliance thereon, and that any modification, revocation or termination of the powers and authorities ~~uh~'~ The undersigned represent and warrant that they have the authority to open this account, to place assets in this account, and to execute this certification. day of 't1\Oj ,199lD ~~ ~mx ERISA ACCOUNTS TRUSTEE CERTIFICATION AND AGREEMENT SMITH BARNEY Account Number Branch kcounl 4 T C Fe 1 14 13 5 5 I . - A Member of TravelcrsGroupJ NOTICE: #I This farm is far ERISA Trustees who wish to establish CASH accounts only. ERISA Trustees who wish to establish any ather type of account must meet certain special legal criteria. Please ask your Financial Consultant for further details. INSTRUCTIONS - CASH ACCOUNTS: o All plan trustees must execute this form (submission of trust agreement and other plan documents NOT Required). To Smith Bamey Inc. In consideration of your opening and/or maintaining one or more accounts for the ERISA plan trust named below, we, the undersigned trustees'" certify, represent and warrant that the trust agreement to which this certification and agreement applies is in full force and effect, and 1. The name of the sponsoring corporation is Augusta-Richmond County Commission-Council 2. The title of the ERISA plan trust is 3. a. The date of the trust agreement is (Month, Day, Year) January 1, 1977, as amended January 1, 1993 b. The adoption date of the plan is (Month, Day, Year) 1976 4. a. The names at alf trustees are Mayor Larry L. Sconyers, Comrrussloner t'reddle L. Handy, Comrrussloner Lee . Beard, Commissioner Robert Zetterberg, Commissioner Moses Todd, Commissioner Henry H. Brigham, 1 Commissioner J. B. Powell, Commissioner Jerry Brigham, Commissloner Ulmer Bridges, Commissioner William H. Mavs, Commissioner William B. Kuhlke b. The names of all successor trustees are 1. 2. 3. 5. We, the trustees, have Jhe power under the plan, trust agreement and applicable law to enter into cash transactions, both purchases and sales, of the type(s) indicated here (CROSS OUT rYPES THAT DO NOT APPLY) Corporate Equity Securities U.S. Government Securities Municipal Securities U.S. Agency Securities Limited Partnerships Mutual Funds Corporate Debt Insurance and Annuities We, the trustees, also have the power.under the plan, trust agreement and applicable law to engage in the following additional activities (CROSS OUT IF INAPPLICABLE) Employment of investment advisors Delegation of investment discretion to third parties Compensating third parties for investment advisory services (Note: If investment discretion is to be delegated to Smiih Barney Inc. or any of its ai/iliates, a comp/cie copy of the trust agreement must be provifJed.) 5502 6. We, the undersigned trustees, represenland warrant: herein delineated shall be inelfective as to such transfer agent or third party ~ Th~t the 12n has been dul' 200 ted ~lndis oresentlv qualified unde~un!e~s a~d u~til actual notice or ~nowledge of such modification, :evocation or u. I' "I I P Y P .' ermlnat!on snail have been received by such transfer agent or third party, and app Icab e aw. wc individ!:Jally aREJ SA behalf gf the trust will indemnify and hold harmless any b. That we have the power under the plan, trust agreement and applicable law such transfer agent or third party from and against any and all claims that may to give you valid orders and other instructions relative to the trust account 2nd (]rise against such transfer agent or other third party by reason of such third all such orders and instructions shall be lJinding on the trust. party having relied on this instrument. c. That if a Financial Management Account,m ("FMA'Ei") is requested, the plan 9. We, the trustees, warrant that we will not engage in margin, option or futures f\wand trust 3greement permit us to open ~m FMA and apply lor and uti.iize the transactions on behalf 01 the trust unless we are fully empowered to do so. Upon If related checkwriting, Cash CJrd, automatic funds transfer and other privileges requesl. we will provide Smith Barney Inc. with a complete copy of the trust pursuant to the terms and conditions of the applicable agreements. agreement evidencing said powers. ~ d. That the trust authorizes us to make distributions/tr;msfers from the trust 10. We, the trustees, agree to promptly inform you, in writing, of any amendment by check, automatic funds transfer, 'f:, r iherwise to to the trust. any change in the composition of the trustees or any other event obHsel':8s. the beneficiaries and others 2S the we may direct. 'Nhich could alter the certifications made herein. You may rely on this certification e. That, unlcss 'm advise YOLl iF! '..:riting ~g tt18 ~Qntrar,', anj' Qf,1Q trl:s'g15 m;lY until you receive written notice of.such events signed by all of the trustees. ~ imje~en8eRtly c)(ercise aRY of the pEl'::ers seFtiliee to herein anE! [flay' iA8i'::.8LJally act on bchall 01 and bind the trust as '.','ell as execLJte aA~' 83C1:J[fleRts OR beRalf of lAC trust 'shich you rcquir~ including 3~ agreer.lent ~'J arbitrate all dispbltes cElF!cerniFlg the trust aCGOblnt. It is agreed that Smith Barney Inc. retains ttle right to require the joint action of all trustees with respect to any activity relating 10 the trust accounts whenever ~ such joint action may be deemed necessary or appropriate in its sole discretion. 7. VIe, the lrusle:s, if.sivisually ami SR saRaH oTIhe plan and trust, hereby agree to indemnify and hold harmless Smith Barney Inc. from any and all liabilities and expenses, including attorneys' fees, for claims, judgments, surcharges or settlement amounts for effecting transactions of the types specified herein or, where applicable, arising out of or in connection with the improper use of the FMA by any trustee including the related checkwriting, Cash Card, 3utomatic funds transfer and other privileges or otherNise relying on this certification and agreement. ~ Each trustee shall be join~ly ans seve;ally liable ~or per:or[flinQ tAc 8sli~ati8As , stated herein. Such obligations and this indemnification shall survive tcrmination of the trust or the 2CCOURl ans sAal1 be binding upon all Rcirs, S1:Jccessors or ~ 8. To induce any transfer agent or other third party to act hereunder, we, the trustees, hereby agree that any transfer agent or other third party receiving a duly executed copy or facsimile 01 this instrument may act in reliance thereon, and that any modilication, revocation or termination of the powers and authorities The undersigned represent and warrant that they have the authority to open this account, to place assets in this account, and to execute this certification. ~{!~ 4/1Pk day of ~~ ,199~ ~ i~~ ERISA ACCOUNTS TRUSTEE CERTIFICATION AND AGREEMENT SMITH BARNEY Account Number Branch Account 4 it - A Member of TravelersGroupJ NOTICE: · This farm is fDr ERISA Trustees WhD wish tD establish CASH aCCDunts Dnly. EfUSA Trustees who wish tD'establish any Dther type Df aCCDunt must meet certain special legal criteria. Please ask your Financial Consultant for further details. INSTRUCTIONS - CASH ACCOUNTS: · All plan trustees must execute this fDrm (submission of trust agreement and Dther plan dDcuments NOT Required). To Smith Barney Inc. In consideration of your opening and/or maintaining one or more accounts for the ERISA plan trust named below, we, the undersigned trustees* certify, represent and warrant that the trust agreement to which this certification and agreement applies is in full force ana effect, and 1. The name 01 the sponsoring corporation is Augusta-Richmond County Commission-Council 2. The title at the ERISA plan trust is 3. a. The date olthe tru.st agreement is (Month, Day, Year) January 1, 1977, as am~nded January 1, 1993 b. The adoption date of the plan is (Month, Day, Year) 1976 4. a. The names of jllllr~stees are l'1ayor Larry L. :::;conyers ~ C?mrrussloner treddle L.. tial!dY, Commissioner. Lee Bear?, ~omrrussloner Robert Zett~rb~rg, Comrrusslo~er Moses T9dd~ Comrrussloner.Henry H. Brlgbam, COmmlSS10ner-J. B. Powell, COmmlSS10ner JerrY Brlgham, Comrrussloner Ulmer Brldges, Commissioner William H. Mays, Commissioner \~llliam B. Kuhlke b. The names of all successor trustees are 1. 2. 3. 5. We, the trustees, have the power under the plan, trust agreement and applicable law to enter into cash transactions, both purchases and sales, of the type(s) indicated here (CROSS OUT riPES THAT DO NOT APPLY) Corporate Equity Securities U.S. Government Securities Municipal Securities U.S. Agency Securities Limited Partnerships Mutual Funds Corporate Debt Insurance and Annuities We, the trustees, also have the power under the plan, trust agreement and applicable law to engage in the following additional activities (CROSS OUT IF INAPPLICABLE) Employment of investment advisors Delegation of investment discretion to third parties Compensating third parties for investment advisory services (No/e: If im'estment discretion is 10 be delegated to Smith Barney Inc. or any 01 its affilia/es, a complete copy of the trust agreement must be provided.) 5502 6. We, the undersigned trustees, represent and warrant: herein delineated shall be ineffective as to such transfer agent or third party [ t d .' tl '''I.t'ed IndPr~ unless and until actual notice or knowledge of such modification, revocation or a That the plan has bepn du y adoD e ana IS presen 'I quu I I U v .. . . . . v I . termination shall have been received by such transfer agent or third party, and applicable law. . we iRdil'ietJslly aAe SA oeRalf sf the trust will indemnify and hold harmless any b. That we have the power under the pl3n, trust agreement 3nd applicable law such transfer agent or third party from and against any and all claims that may to give you valid orcers and other instructions relative to the trust 2ccount and 3rise against such transfer agent or other third party by reason of such third all such orders and instructions shall be binding on Ihe trust. party having relied on this instrument. (c. That if a Financial Management Accounrm ("F!vW~") is requested, the pl3n 9. We, the trustees, warrant that we will not engage in margin, option or futures and trust agreement permit us to open an FMA and apply for and uti.lize the Ir3nsactians on beh31f of the trust unless we are fully empowered to do so. Upon related checkwriting, CasA Card, automatic funds transfer and other privileges request, we will provide Smith Barney Inc. with a complete copy of the trust pursuant to the terms and conditions of the applicable agreements. agreement evidencing said powers. J d. That the trust authorizes us to make distributi~ns/transfers Irom ttlC trust 10. \^le, Ule trustees, agree to promptly inform you, in writing, of any amendment by check, automatic funds transfer, or therwlse to to the lrust, any change in the composition of the trustees or any other event 8l:Jrselves, the beneficiaries and others as the we may direct. which could alter the certifications made herein. You may rely on this certification e. ThJt, uAlcss we advise you in "',TitinG to :he contrary, anyone trtlst8e may until you receive writlen notice of such events signed by all of the trustees. ~ iFldependeAtly exercise aAY of the powors certified to herein and may individually act on behalf of aAIl biRd the trust as '}Jell as execute any 8Dcurnsnts en behalf o~ ~he trl:Jst whica YOl:1 require includiAg aR agreeffleAt to arbitrate all Bisputos €8A€SrAiRg tRe trust acce\:Jnt. It is agreed that Smith Barney Inc. retains the right to require the joint action of all trustees with respect to any activity relating 10 the trust accounts whenever such joint action may be deemed necessary or appropriate in its sole discretion. - f\atJ7. We, the trtJstees, individually and on Jehclf ofU1e plan and trust, hereby r agree to indemnify and hold harmless Smith Barney Inc. from any and all liabilities and expenses, including attorneys' fees, for claims, judgments, surcharges or settlement amounts for eflecting transactions of the types specified herein or, where applicable, arising out of or in connection with the improper use of the FMA by any trustee including the related checkwriting, Cash Card, automatic funds transfer and other privileges or otherwise relying on this certification and agreement. f tach trustee shall be join:l)' and sC'l~rally liab'.eIorp3rforming the oblig2:i~r.s stat88 i:ler8:R. ~uch obligatiGAs 2nd thiS inOernnlflcatloA si:lall SI:H'.'I'.'S tsrm'Aatlen of tRe tryst or the aW~\:JRt ana shall 88 biRding UpOA all heirs, SI:JCe8SS0rs or ~. 8. To induce any transfer agent or other third party to act hereunder, we, the trustees, hereby agree that any transler agent or other third party receiving a duly executed copy or facsimile of this instrument may act in reliance thereon, and that any modification, revocation or termination of the powers and authorities 0#~A~ I;hlllam B. Kuhlk The undersigned represent and warrant that they have the authority to open this account, to place assets in this account, and to execute this certification. Certified to this a. \ ~ By (all trustees m n) ~ day of ~ ,199lQ ~~ s ERISA ACCOUNTS TRUSTEE CERTIFICATION AND AGREEMENT SMITH BARNEY Account Number Branch kcounl 4 71 1 it - A Member ofTravelersGroupJ 5 NOTICE: o This form is for ERISA Trustees who wish to establish CASH accounts only. ERISA Trustees who wish to-establish any other type of account must meet certain special legal criteria. Please ask your Financial Consultant for further details. INSTRUCTIONS - CASH ACCOUNTS: oAII plan trustees must execute this form (submission of trust agreement and other plan documents NOT Requiredr, _ To Smith Barney Inc. In consideration of your opening and/or maintaining one or more accounts for the ERISA plan trust named below, we, the undersigned trusteesk certify, represent and warrant that the trust agreement to which this certification and agreement applies is in full force and effect, and 1. The name of the sponsoring corporation is Augusta-Richmond County Commission-Council 2. The title of the ERISA plan trust is ." .-( 3. a. The date 01 the trust agreement is (Month, Day, Year) 1945 Ga. Laws, p. 748, as amended b. The adoption date of the plan is (Month, Day, Year) 2/23/45 4. a. The names of all trustees are Mayor Larry E. Sconyers, Commissioner Freddie L. Handy, Commissioner Lee Beard, Commissioner Robert Zetterberg, Commissioner Moses Todd{ C~mmissioner He~r .H. Brig~am{ Commissioner J. B. POwell b. The names of all successor lrusle are Ma C' . . k ommJ. S S J. oner Will i am ys, ommJ.ssJ.oner William B. Kuhl e: 1. 2. 3. 5. We, the trustees, have the power under t~e plan, trust agreement and applicable law to enter into cash transactions, both purchases and sales, of the type(s) indicated here (CROSS OUT TYPES THAT DO NOT APPLY) Corporate Equity Securities U.S. Government Securities Municipal Securities U.S. Agency Securities Limited Partnershios Mutual Funds ' Corporate Debt Insurance and Annuities We, the trustees, also have the power under the plan, trust aQreement and appiicable law to engage in the following additional activities (CROSS OUT IF INAPPLICABLE) Employment of investment advisors . Delegation at investment discretion to third parties Compensating third parties for investment advisory services (Note: If investment discretion is to be dc/ega/ed /0 Smith Bamcylnc. or any of its affiliates, a comple/e copy of the trust agreement must be provided.) 5502 6. We, the undersigned trustees, represent and warranl: herein delineated shall be ineffective as to such transfer agent or third party 'rl . 'I' unless and until actual notice or knowledge of such modification, revocation or a. That the plan has been Guly a~opted 2nd IS presently quall.led undew termination shall have been received by such transfer agent or third party, and applicable law. "'Q iQdi"idu:illly :ilQd QQ bll~AII lIS the trust will indemnify and hold harmless any b. That we have the pmver under the plan, trust agreement and ilpp!icable law such transfer agent or third party from and against any and all claims that may to give you valid orders 2nd other instructions relative to the trust 3ccount and crise against such transfer agent or other third party by reason of such third all such orders and instructions shall be binding on the trust. party having relied on this instrument. c. That if a Financial Management Accountsm ("Fiv1A~") is requested, the plan 9. We, the trustees, warrant that we will not engage in margin, option or futures ~ and trust agreement permit us to open an FMA and apply for and utilize the transactions on behalf of the trust unless we are fully empowered to do so. Upon 't related checkwriting, Ca&R CarEl, automatic funds transfer and other privileges request, we will provide Smilh Barney Inc. with a complete copy of the trust pursuant to the terms and conditions of the applicable agreements. agreement evidencing said powers. d. That the trust authorizes us to make distributions/transfers from the trust 10. We, the trustees, agree to promptly inform you, in writing, of any amendment lJ~ by check, automatic funds transfer, . ~ . .. . therwise to to the trust, any change in the composition of the trustees or any other even! ~ oidr!>shlh, the beneficiaries 2nd others as the we may direct. '.'Ihi.ch could al.ter the certifica.tions made herein. ~ou may rely on this certification e. That, kJnlSES 'xs ;lGi"iEQ ~'QId ii=l "'r;lii=lg tg tile eQl"itr:ilrj', :ill"ij' Qi=le trbJli1ee rr;lY unlll you receive written notice of such events Signed by all of the trustees. ~ icdependNl!l\' evercise lln;' of the pc""erli certilieQ to hereii=l ;mg f+]~}' ingi'.'igblally 2~ QQ 9sRalf gf anEl Bind tR8 trl:Jst as 'I.'ell as mCl:lte aAY docl:Jments OR behalf at the trblEt 'AlhieR ~'Qid re~blirQ ir1e!blgin@ ar:l a@rSQf+]8r1t to arbitratQ :ill I gisputss e8ReefAin~ tRe trus~ aC(;()l:lRt. It is agreed that Smith Barney Inc. retains the right to require the joint action of all trustees with respect to any activity relating to the trust accounts whenever ~SUCh joint action may be deemed necessary or appropriate in its sole discretion. 7. Vie, tl1c trtJ~tees, mdi":'" r'l~' ~~" OR 8e~a!f s11fie plan and trust. hereby agree to indemnify and hold harmless Smith Barney Inc. from any and all liabilities and expenses, including attorneys' fees, for claims, judgments, surcharges or settlement amounts for effecting transactions of the types specified herein or, where applicable, arising out of or in connection with the improper use of the FMA by any trustee including the related checkwriting, Cash Card, automatic funds transfer and other privileges or otherNise relying on this certification and agreement. ~ EacQ trw'itee 'iQiJ.11 be jgiQ'i;' iJ.Rd se"mll;' liable for ~eriQrQ:ling the ghlig<ltignli stated RereiR. Sl:Jch osli@aticfl3 ens tRis :p.ceftlflifieatiofl 3~1l.11 3tH, i. E t~rffii'l~ti(jn 01 tQe tPI'it or tQe iJ.CCQbJi=lt ang shJII be bir:tgiQg b1PQQ all heirs, SLJCCQSS9rC 9r ~sigr:t'iA 8. To induce any transfer agent or other third party to act hereunder, we, the trustees, hereby agree thai any transler agent or other 1I1ird party receiving a duly executed copy or facsimile 01 this instrument may act in reliance thereon, and that any modification, revocation or termination of the powers and authorities ~K~k~ The undersigned represent and warrant that they have the authority to open this account, to place assets in this account, and to execute this certification. day of ~ ,199~ ~ .,i~ r. ERISA ACCOUNTS TRUSTEE CERTIFICATION AND AGREEMENT SMITH BARNEY Account Number Branch kwunt 4 c - A Member of TravelersGroupJ 5 NOTICE: o This farm is far ERISA Trustees who wish to establish CASH accounts Dnly. ERISA Trustees who wish to establish any ather type of account must meet certain special legal criteria. Please ask your Financial Consultant far further details. . INSTRUCTIONS - CASH ACCOUNTS: ,. All plan trustees must execute this farm (submission of trust agreement and other plan documents NOT Requiredl: To Smith Barney Inc. In consideration of your opening and/or maintaining one or more accounts for the ERISA plan trust named below, we, the undersigned trustees" certify, represent and warrant that the trust agreement to which this certification and agreement applies is in full force and eHect, and 1. The name of the sponsoring corporation is Augusta-Richmond County Commission-Council 2. The title 01 the ERISA plan trust is 3. a: The date 01 the trust agreement is (Month, Day, Year) 1945 Ga. .Laws, p. 748, as amended b. The adoption date of the plan is (Month, Day, Year) 2/23/45 I 4. a. The names 01 all truslees are Mayor ~ E. ~conyers,. COJTIT1USS10ner t rec1c11e L. ljanc;ly, Commissloner J,.ee : Beare, COITUlUSSloner Ropert Ze terberg, ColTlThlssloner Moses Todd, COlTUlUssloner Henry H. Brlgbam~ : Commissioner J. B. Powell, Commissioner Jerry Brigham, Commissioner Ulmer Bridges, , Commissioner William H. Mays, Commissioner William B. Kuhlke b. The names of all successor trustees are 1. 2. 3. : 5. We, the trustees, have the power under the plan,. trust agreement and applicable law to enter into cash transactions, both , purchases and sales, of the type(s) indicated here (CROSS OUTTfPES THAT DO NOT APPLY) Corporate Equity Securities U.S. Government Securities Municipal Securities U.S. Agency Securities Limited Partnerships Mutual Funds Corporate Debt Insurance and Annuities We, the trustees, also have the power under the plan, trust agreement and applicable law to engage in the following additional activities (CROSS OUT IF INAPPLICABLE) Employment of investment advisors . Delegation of investment discretion.to third parties Compensating third parties for investment advisory services (Note: If ir:'1estment discretion is to be delegated to Smilh Barney Inc. or any of its affi/iales, a complete copy of the Irust agreement must be provided.) 5502 6. We, the undersigned trustees, represent and warrant: herein delineated shall be ineffective as to such transfer agent or third party Th t th I h b d I did d' e II q al'f'ed und"r unless and until actual notice or knowledge of such modification, revocation or a a p p ~n as een u y d ople an IS pres nl y u I I t; f . . . . . I' bl I ~ a termination shall have been received by such transfer agent or third party, and app Ica e aw. \I,'S iAsi':isl:Jally aAS SA beRalf sf the trust will indemnify and hold harmless any b. That we have the power under the plan, trust agreement and applicable law such transfer agent or third party from and against any and all claims that may to give you valid orders and other instructions relative to the trust account and arise against such transfer agent or other third party by reason of such third all such orders and instructions shall be binding on the trust. party having relied on this instrument. # c. That if a Financial Management Accounpm ("FMA~") is requested, the plan 9. We, the trustees, 'Narrant that we will not engage in margin, option or futures and trust agreement permit us to open a.n FMA and apply for and uti.li~e the transactions on behalf of the trust unless we are fully empowered to do so. Upon related checkwriting, ~ab~ (arg, automatic funds transfer and other priVileges request, we will provide Smith Barney Inc. with a complete copy of the trust pursuant to the terms and conditions of the applicable agreements. agreement evidencing said powers. d. That the trust authorizes us to make distributions/transfers from the trust 10. We, the trustees, agree to promptly inform you, in writing, of any amendment ~ by check, automatic funds transfer, ,'" therwise to to the trust, any change in the composition of the trustees or any other event ~. 8l:Hselvss, the beneficiaries and others as the we may direct. which could al.ter the certifica.tions made herein. ~ou may rely on this certification e. That, uAless 'Ne ad':ise YOI:J in writing t9 IRS GontrarJ, an", QrlQ trustQQ may until you receive written notice of such events Signed by all of the trustees. ~ lf1eepeAsently exercise any of the powers certifies t8 FiereiA aAs FAa:,' iASi':isl:Jslly act OA beRalf of and binG tRe trus: as 'Nell as eXe8\:1te any dOCuffleAts on beRalf of the trl:Jst wAieh '[8rl re~l:JiFe includin~ aA agreeffl8nt to arbitrate all dis~HtQS eOFlcemiAg the trl:1st aI>1>9b1~t. It is agreed that Smith Barney Inc. retains the right to require the joint action of all trustees with respect to any activity relating to the trust accounts whenever ~SUCh joint action may be deemed necessary or appropriate in its sole discretion. - 7. We, the trustees, inei...idually ana on behalf orftle plan and trust, hereby agree to indemnify and hold harmless Smith Barney Inc. from any and all liabilities and expenses, including attorneys' fees, for claims, judgments, surcharges or settlement amounts for effecting transactions of the types specified herein or, where applicable, arising out of or in connection with the improper use of the FMA by any trustee including the related checkwriting, Cash Card, automatic funds transfer and other privileges or otherwise relying on this certification and agreement. ~ Each trustee shall b~ jElintly 8f1d sC'icrally liable for pforming the ob~igatioRs states hereiA. Such obligations and this indemnification shall scr':i'/8 tsrmination Elf tAe tFrlSt Elr tAe aCC8rlAt afls shall be biAsiA~ u~8n all heirs. successsrs 8r ~. 8. To induce any transfer agent or other third party to act hereunder, we, the trustees, hereby agree that any transfer agent or other third party receiving a duly executed copy or facsimile of this instrument may act in reliance thereon, and that any modification, revocation or termination of the powers and authorities ~12~ Wllllam B. Kuhl , The undersigned represent and warrant that they have the authority to open this account, to place assets in this account, and to execute this certification. ~~ day of ~ ,199l. .,i~ r. ERISA ACCOUNTS TRUSTEE CERTIFICATION AND AGREEMENT SMITH BARNEY Account Number Branch t'.:alunl T C it 4,1,715,3,32,511111355 - A Member of TravelersGroupJ NOTICE: · This form is for ERISA Trustees who wish to establish CASH accounts only. ERISA Trustees who wish to establish any ather type of acc,ount must meet certain special legal criteria. Please ask your Financial Consultant for further details. INSTRUCTIONS - CASH ACCOUNTS: '-' All plan trustees must execute this form (submission of trust agreement and ather plan documents NOT Required). To Smith Barney Inc. In consideration of your opening and/or maintaining one or more accounts for the ERISA plan trust named below, we, the undersigned trustees. certify, represent and warrant that the trust agreement to which this certification and agreement applies is in full force and effect, and . 1. The name of the sponsoring corporation is Augusta-Richmond County Commission-Councii 2. The title or the ERISA plan trust is 3. a. The date 01 the trust agreement is (Month, Day, Year) 1945 Ga. Laws, p. 748, as amended b. The adoption date of the plan is (Month, Day, Year) 2/23/45 ,4. a. The names of all trustees are Mayor Larry L. ::>conyers ( Cornrrussloner t'reddle L. Handy, Cornrrussloner Lee . BearQ, Commissioner Robert Zett~rb~rg, CornrrussioDer Mos~s TQdd, Co~ssioner.Henry H. Brigham. Cornrrussloner J. B. Powell, Cornrrussloner Jerry Brlgham, Cornrrussloner Ulmer Brldges, Commissioner William H. Mays, Commissioner William B. Kuhlke b. The names of all successor trustees are 1. 2. . 3. 5. We, the trustees, have the power under the plan, trust agreement and applicable law to enter into cash transactions, both purchases and sales, of the type(s) indicated here (CROSS OUT TYPES THAT DO NOT APPLY) Corporate Equity Securities U.S. Government Securities Municipal Securities U.S. Agency Securities Limited Partnerships Mutual Funds Corporate Debt Insurance and Annuities We, the trustees, also have the power under the pian, trust agreement and applicable law to engage in the following additional activities (CROSS OUT IF INAPPLICABLE) Employment of investment advisors Delegation of investment discretion to third parties Compensating third parties for investment advisory services (Note: If investment discretion is to be delegated to Smith Barney Inc. or any of its affiliales, a complele copy of/he lrust agreement must be provided.) 5502 6 We, the undersigned trustees, represent and warrant: herein delineated shall be ineffective as to such transfer agent or third party Th h I h b d I' ~ i I d d'o p nth ! al;l:pd under unless and until actual notice or knowledge of such modification, revocation or a. .' a,t t e p an as een u y "oop e an 10 PUL'f qu 'lie , ~erminatiOn shall have been received by such transfer agent or third party, and applicable law. 'I'll ir1dHg~J!li' aRg SA beRall of the trust will indemnify and hold harmless any b. That we have the power under the plan, trust agreement and applicable law such transfer agent or third party from and against any and all claims that may to give you valid orders and other instructions relative to the trust account and arise against such transfer agent or other third party by reason of such third all such orders and instructions shall be binding on the trust. party having relied on this instrument. c. That if a Financial Management Account"" ("FMW') is requested, the plan 9. We, the trustees, warrant that we will not engage in margin, option or futures (and trust agreement permit us to open an FMA and apply for and utilize the transactions on behalf of the trust unless we are fully empowered to do so. Upon related checkwriting, CasR Card, automatic funds transfer and other privileges request, we will provide Smith Barney Inc. with a complete copy of the trust pursuant to the terms and conditions of the applicable agreements. agreement evidencing said powers. d. That the trust authorizes us to make distributions/translers from the trust 10. We, the trustees, agree to promptly inform you, in writing, of any amendment f by check, automatic funds transfer, . . r therwise to to the trust, any change in the composition of the trustees or any other event Bl:Jrselves, the beneficiaries and others as the Vie may direct. which could alter the certifications made herein. You may rely on this certification e. That, uAless '.Ve ad. iOB yeti in '.'.'ritir:1Q tg tRQ ser.1tmy, ;;lIlY enQ If' Istlle m~y until you receive written notice of such events signed by all of the trustees. ~ in8e~eAseRtly exer8ise al1~' of tRe ~o',V8rs 8eFlifieB t8 RereiA aRB FAa." in~i'.'idually act DR QQRJIf gf ar:19 bing tR8 trldst as well as 8xesldte aR." GS8\:JFA8AtS SA 8eRalf sf the trl:Jst which YOH reQl:Jire incll:Jsing an agreeJf1ent te arbitrate all dis~l:Jtes GQr:18emiR~ tRQ tryst acsotlnt. It is agreed that Smith Barney Inc. retains the rigl1t to require the joint action of all trustees with respect to any activity relating to the trust accounts whenever such joint action may be deemed necessary or appropriate in its sole discretion. \\~ 7. We, thc trLJstec3, 'ineividUally aAe OR behalf oTItie plan and trust. hereby '\ agree to indemnify and hold harmless Smith Barney Inc. from any and all liabilities and expenses, including attorneys' fees, for claims, Judgments, surcharges or settlement amounts for effecting transactions of the types specified herein or, where applicable, arising out of or in connection with the improper use of the FMA by any trustee including the related checkwriting, Cash Card, automatic funds transfer and other privileges or otherwise relying on this certification and agreement. ~ ta8R trustee shall be joir:1t1)' and s8':erally liaJI.eforper~(m+lin~ the obli~atig~s states herein. Such obligations and thiS InGemnlllcatlon shall SU;'.'I'.'e terr:Rlnatl9n of the trl:Jst or the aCC8I:JAt aAd shall be biRdiAg upon all heirs, Sl:Jccessors er ~. 8. To induce any transfer agent or other third party to act hereunder, we, the trustees, hereby agree that any transfer agent or other third party receiving a duly executed copy or facsimile 01 this instrument may act in reliance thereon, and that any modification, revocation or termination of the powers and authorities ivff!~ /.J. Wil lam B. K~~~ The undersigned represent and warrant that they have the authority to open this account, to place assets in this account, and to execute this certification. day of '-t"'r\~ ,199 ~ ~ .,i~ ~s Portfolio Management Group Smith Barney Inc. 222 Delaware Avenue - 9th Floor Wilmington, DE 19B01 Portfolio Management Group Investment Agreement. Acc~n1 ~~~3324-12-355 Name 01 PMG Portfolio Manager fheunderslgned ("Clieni") hereby retains Smith Barney Portfolio Managemenl Group (HAG") a unrl 01 Srmth Barney Inc. 1..'56"). .10 acl as investmenl adviser am! 10 manage Ihe assets 01 Clienr's accoul1l ('AccouIJl'.) in accordance with the loltowing lerms and conditions ('Agreement'): 1. Investment Management PMG mav invest and reinveslthe securities, cash andior other inveslments held in the Accounr in accoroance v:ilh Clieni's inveslmenl Objectives as slaled in the Ciient investment Obiective Oueslionnane aliached hereto and incofDoraled herein by relerence. tnvestmenls may be made in securilies 01 any kind. including, bul nOI limiled to common and preierred stocks. options. warrants. rig his, and corporate. municiDal or govemment bonds. notes or bilis ("Securities") AIi or a ponion ollhe Accounr may be hetd in cash or cash equivalents including Securilies issued by money market mutuallunds Ctient understands that money marketlunds allilia/ed with SB may be used as temporary inveslment vehictes lor the ;\,ccounllo the extent permilled by law and consents 10 Ihe use 01 such aliilialed lunds in connection wilh Ihe Account. Clienl tun her underslands that SB and its alliliates serve in various capacities with respeclto such allilialedmoney marketlunds and receive lees for the services provided as setlorlh in the prospecluses lor each ot these hmds. In connection with the advisory services being provided 10 Client, PMG is entitled 10 rely on the investment inlormalion contained in Ihe Conlidenlial Clienllnveslmentlnlormalion lorm allached hereto. Client agrees 10 inlorm PMG in writing of any material change in Client's circumstances which mlghtallect the manner in which Client's assets should be invested and 10 provide PMG with any such inlormalion as il shall reasonably request. Client understands Ihat decisions to purchase or sell Securities shall be made by SB or PMG and not by the Client. The PMG Portlolio Manager named above wili be primarily responsible lor making investmenl management decisions lor the Account within guidelines setlorth by PMG.lllor any reason, and in the sole discretion 01 PMG, Ihe Portfolio Manager is unable to render such investment services 10 the Account temporarily or permanently, or terminales his employment with SB, PMG shall continue to render such services and shail promplly assign a new portlolio manager 10 the accounl on a temporary or permanent basis. 2. Olher Services 10 be Provided Client (or a properly authorized agent designated by Client) will be lurnished with conlirmations 01 Accounl transactions, periodic Account statemenls, and a quarterly monitor 01 the Account delailing Account positions and activity. SB will, unless directed otherwise, mainlain custody 01 the assets heid in Ihe Accounl. in which case SB will, al no addilional charge, credit the Account with dividends and inlerest paid on Secunties held in Ihe Account and with principal paid on called or malured Securities. 3. Fees Client will compensate PMG and SB lor their services hereunder on a quarterly basis in advance 111 accordance with Ihe lollowing tee schedule. . Equity and Balanced Accounts Asset Value ................... Quarterly Fee ....... Annualized Fee N/ A On the First $500,000 ....... ....... .75% ....,.3% On the Nexl $500.000............................... .625% .............................. 2.5% Assets over $1,000,000 ............... ..... .5% ............ 2% Fixed Income Accounts Asset Value ................... Quarterly Fee ....... Annualize Fee 20 On Ihe Firsl $500,000. ....................3125% ................ 25% . On Ihe Next $500,000 ....... .25% ..... .1% . . 20 On Ihe Next $1,000.000... ...................... .2125% .................. 20 Assets over $2,000,000 ........................:. .1875% . Minimum Account Size $25,000 Fees charged by PMG may be negotialed. Such lees may diller based upon a number 01 laclors, including, bul not limited 10, the type 01 Account. Ihe size ollhe Accounl. the historical or proiecled nature otlrading for the Account and the number and range 01 supplemental advisory and clienHelated services to be provided. by the PMG Porrtolio Manager or other SB linancial consullant to the Account. Client understands that PMG shall be entilied to the lee chargeable on an Account 01 the applicable minimum size should Ihe inception value 01 the Accounl be less Ihan said minimum or should a withdrawal resutt in the value 01 the Accounllalling below the applicable minimum. PMG shall have the righlto lerminate any Account tailing below the minimum size The inilialtee will be due in full on the date the Account is accepted by PMG ("opening date"), and will be based on the Account assel vaiue on Inal dale. The periOd which such paymenl covers will run Irom the opening date Ihrougn Ihe lasl business day 01 the nexllull calendar quarler. and the lee will be pro-rated accordingly. Thereaner. me quanerly renewal lees will be based on the ;\,ccounl asset value on the lasl business day ollhe orevious ouaner. and will become due the lollowing busllless day. II addilional cash. Securities or other investmenisare accepted lor mana-gement in Ihe Account during a fee period exceeding $20,000, Iheapplicable lee proraled lorthe number 01 davs remarning in the lee Derioa and covering the lolal value 01 the accepted assets. '.'1111 be chargeo and will become oue on the date 01 sucn acceptance. The lee scheoule specilied herem may be modilieo or changed by PMG, only upon notice 10 Client. II this agieem~nt is lerm/nateo by either PMG or Client. a pro-rata relund trom the date ollermlnation through Ihe end of the billing period will be made. No leeadjuslment will bemade during any lee period lor apprecialion or depreciauon 111 Accounl assel value during Ihat peflod. nor shall any adiuslmenl or reiund be made with respect 10 Dartial wilhdrawals by Clienl during any lee periOlI. The lees described above include bolh account manaoemenl and execurlon services. [he level 01 the ali- inclusive lee is unallected bv Ihe number 01 transaction~) eliected lor the Account. Those lees do not include mark-uosimark-downs in DrlnclDalliansactions, custodial lees (ii SB is nol cuslodian). prolotype/cuslodial lees in connection wiih SB's Trusl Services Department. ceria in odd-lot dillerentlals. auction lees, exchange lees, eleClfonic iund transler fees, FMA~ lees.transler taxes mandated by law. and certallllees in connection with Ihe 4826-111/96) establishment or administration or termination 01 retirement or proiil sharing plans or Irusl accounting. All lees and charges, including the above. may be charged to the Account. In addition, brokerage commiSSions incurren because an Adviser chooses 10 ellect Securities Iransactions lor Ihe Accountwith or through a broker-dealer other than SB wili be separately charged 10 the Account. Cllenl understands that SB !inancial consullants recei':e compensallon lor providing advisory and clienHelated services in connection with Ihe PMG program 4. Trading Authorization Client hereby grants PMG complete and unlimited discretionary trading authorizalion and appoints PMG asagent and aliorney-in-iacl with respect to Ihe Account. Pursuant to such authorizalion. PMG may, in its solediscrelion and al Client's risk, purchase. sell. exchange, conven and olherwise trade Ihe Securilies and olher inveslments in the Account. as well as arrange lor delivery and paymenl in connection with the above. and act on behall oi the Client in all olher maliers necessary or incidental to the handling ollhe Account. Should Client apPolnl a cuslodian other than SB in conneclion with the Account. Client grants PMG lull authorizalion to issue sucn mstructions to. and engage in such Iransactions wilh, the cuslodian as may be appropriate in connection with the management 01 the Account. PMG will nol be responsible lor any ioss or liabilily incurred by reason 01 any wiiilul or negligenl action or lailure 10 act on Ihe part 01 an unallilialed custodian. The trading aulhorization is a continuing one and shall remain in luil force and ellect untillerminated by Client or PMG pursuanllo Ihe provisions 01 paragraph 10 of Ihis Agreement. The lermination of Ihis authorization will conslilule a terminalion 01 this Agreement. This power 01 aiiorney shall nol be allecled by subsequent disability or incapacity 01 Client. ii, in the event 01 Ciienl's dealh, SB acts in good laith pursuanllo this trading aulhorization without aclual knowledge 01 Clienl's death, any action so laken. unless otherwise invalid or unenlorceable shail be binding on Clienl's successors in interest. In the event 01 Client's death, SB is authorized to liquidate any or all property in the Accounl whenever in SB's discretion SB considers il necessary 10 do so lor SB's protection or lor Ihe protection ollhe assels in Ihe Account. Client underslands Ihat PMG and ItS alliliates perform, among other Ihings, research, brokerage and investment advisory services lor clients olher than those participating in the PMG program. Client recognizes Ihat PMG and ils alliliates may give advice and lake aclion in Ihe perlormance 01 its dulies to such clienls (including those who may also be participanls in Ihe PMG program) which may dilter trom advice given, or in Ihe timing and nalure at action taken, with respect 10 Client. Nothing in this Agreemenl shall be deemed 10 impose on PMG any obligation 10 purChase or seil, or recommend lor purchase or sale, lor Client any Securities or other investments which PMG or ils alliliates may purchase or seil, or recommend lor purchase 01 sale, for its or Iheir own account. or lor Ihe account of any other client. By reason 01 investment banking or olher activilies, PMG and its alliliales may Irom lime to lime acquire conlldenlial inlormation. Client acknowledges and agrees that PMG wiil not be Iree 10 divulge, or 10 acl upon, such inlormation wilh respecllo its advisory activities, including its activities as investmenl adviser to Client. 5. Execution Services Pursuant to the Irading authorization conlained in paragraph 4 above, SB may ellecl, in Ihe absence 01 written instruclions 10 the contrary Irom Clienl, transaclions lor the purchase and/or sale 01 Securities and olher investmenls in the Accounllhrough or wilh brokers or dealers, including SB and its alliliales, as SB in ils sole discretion deems appropriate. Where such Iransaclions are ellected through SB, SB and its alliliates may act. 111 Ihe absence 01 inslructions 10 the conlrary from Client, on an agency or principal basis, to Ihe extent permitted by law and subiect 10 applicable restriclions. SB shall ellect such Iransactions Ihrough a broker or dealer olher Ihan SB or its alliliates only when SB reasonably believes in good lailh thai such other broker or dealer will provide belier execution than would be the case Hlhe Iransaction were execuled through SB.ln evaluating which broker 01 dealer will provide the best execution, SB wili consider the full range and quality 01 a brokers or deaier's services including, among olher Ihings, Ihe value 01 research provided as well as execulion capability, commission rate, financial responsibility, and responsive- ness 10 S8. S8 may select such broker-dealers which provide ilwith research or othertransaction-retated services and may cause Client to pay such broker-dealers commissions lor eflecting Iransactions In excess ollhe commissions olher broker-dealers may have charged. Such research and olher services may be used lor SB's own or olher c1ienl accounts 10 the extent permiited by law. Pursuant 10 the provisions of Seclion 11(a) 01 the Securilles Exchange Act 011934, certain transactions ellecled by SB lor certain clients on a national or regional securities exchange must be executed through a 11001 broker unallil iated with SB. Client specilically consents, in the absence 01 contrary inslluctions, 10 SB acting as broker lor the Account and in connection therewilh 10 retain compensalion payable hereunder when permilied by applicable law. Client hereby grants PMGand SB the authorization to ellect "agency cross" transactions (i.e., transactions in which SB. or any person controlling, controlled by or under common conlroi with SB, acls as broker lor the party or parties on bolh sides ollhe Iransaction) with respecl to Ihe Account 10 Ihe extent permilied by law Clienl acknowledges that SB may receive compensation Irom Ihe olher parlyto such transactions (the amount 01 wnich mayvary)and that. as such. SB will havea potentially conllicling division 01 loyallies and responsibilities Client understands Ihat his consenllo "agency cross" Iransactions, contallled herein, can be revoked at any time by written notice to SB. In conneclion wilh transactions ellected lor the Accounl. Clienl authorizes SB and ils alliliates 10 establish and Irade in accounts in its name wilh members 01 national or regional securities exchanges and the National Association 01 Securities Dealers Inc. IIIcluding .omnibus" accounts eSlablished for the purpose 01 combining orders lor more Ihan one ciien/' In no evenl will PMG, SB or ils alliliates be obligated to ellect any Iransaclion lor Clienl which it believes would be violative 01 any applicable state or federal law, rule or regulation, or of the regulations 01 any regulalory or sell- regulalory body. 6. Valuation IncompUling the market vatue 01 any Securities or other investmenls in IheAccount, Securities listed on a national securities exchange shall be valued. as 01 the valuation dale, at the closing price on Ihe principal exchange on which they are !raded. Any olher Securities or inveslments in the Accounl shall be valued in a manner determined in good lailh by PMG to rellect lair markel vatue. Any such valuation should not be considered a guarantee 01 any kind whatsoever with respect 10 the value 01 the assets in Ihe Account. 7. Client Authority Ii Ihis ft.greement is entered mto by a trustee or other liduciarv. such trustee or Ilduciar, reoresents that the PMG program is within the scope oi the inveslments authoflzed pursuant to any aopllcaole olan. truSI anolor 3pplicaole law and that he is duly aUlhorlzed 10 negotiale the terms 01 this Agreemelll. incluolllg lees. and 10 enter into (and renew) this Agreement and agrees 10 provide such supponlllg documentarion as may be requued by PMG. II Clienl is a coroorallOn. the signatory on behall 01 such Client reo resents thai the execution ollhls ."greement has been duly authomed by appropriate coroorate action. Client tmdenakes 10 advise PMG 01 any even! which might allectthis authOrity or the propriety 01 this Agreement. Client warrants that any Securities delivered to PMG are Iree oi any encumbrances. Includlllg constructive liens. 8. Additions to or Withdrawals from the Account Ii is unoerstood that Client may make aoditions 10 and withdrawals lrom the Account subject 10 the proviSIOns herein. Wilhdrawais oi assets. Includlllg soecilic Secunties or other investments Irom Ihe Account. shall be permilled onty upon live (5) oays' notice in writing 10 PMG. 9. Proxies and other legal Notices ileither PMG nor SB shall render any advice or take any action on behall 01 Clienl wilh respecl to Securities or other investments held III the Account. or rhe issuers thereol, which become the subject oi any legal proceedings. including bankruptcies. Client hereby retains the right and obligation to lake any action relallng to Securilies held In the Account II Client is nol a lax-qualilied plan subiect to ERISA (Employee Retirement Income Security Acl. 1974), neither PMG nor SB shall take any acllon or render any advice with respect to the voling 01 proxies solicited by, or With respect to, the issuers 01 any Secunties held in Ihe Account, except to the extent olnerwise required by law. and Clienl hereby expressly retains the right and obligalion to vote proxies relaling 10 the Securilies held in the Account; provided, however, Client may delegate sold rights and obligations to a properly authorized agent II Client is a tax-qualilied reliremenl plan subiect to ERISA, PMG shall be responsible. exceptio the extent otherwise permitted by law, lor voting proxies solicited by, or wilh respecl to. the issuers 01 any Securilies held in the Account; provided, however, Client may expressly retain the right and obligation to vole any proxies or take action relating to Securities held in the Account provided Client provides prior written notice 10 PMG. 10. Termination of Agreement This Agreement may be terminated at will upon written nolice by eilher party to the oiher and lerminalion will become ellective upon receipt 01 such notice. Clienl should send any such notice 01 termination to Smilh Barney Inc.. PMG Operations. 222 Delaware Ave Ninth Ftoor. Wilmington, Delaware 19801. Such lermmallon will not. however. alleclthe liabililies or obligations ollhe parties under this Agreemem arising Irom Iransoctions initiated prior 10 such termrnalion, including the provisions regarding arbitration which shall survive any expiration or lermination 01 this Agreement. Upon the termination of this Agreement PMG shall not be under any obligation whatsoever to recommend any aclion wilh regard to. or 10 liquidate, Ihe Securities or other investments in Ihe Account PMG retains the right, however. to comolete any Iransoctions open as 01 the termination dale and to retain amounls in the Account sulliciem to ellect such comoletion. Upon termination. it shall be Client'sexclusive responsibility to issue instructions in writing regarding any assets held in the Account Client is responsible lor providrng SB With the name 01 another cuslodian althe time Ihe Agreemenlls terminated II Client chooses not 10 maintain custody ollhe Accounl with SB. 11. Bonding Cllenl agrees to obtain and mainlaln lor the period ollhis Agreementany bond required pursuant to the provisions 01 ERISA or other applicable law and to Include within the coverage oi such bond PMG and any oltheir ailillates. ollicers. direclors and employees whose inclusion IS required by law. Client agrees 10 promplly provide PMG wilh appropriate documents evidencing such coverage upon request. 12. Non-Assignability This Agreemenl shall nol be assignable by PMG wilhout the prior consent 01 Client. 13. ARBITRATION Arbitration Agreement. . Arbitration is final and binding on the parties. . The parties are waiving their right to seek remedies in court, including the right to jury trial. . Pre-arbitration discovery is generally more limited than and different from court proceed- ings. . The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modilication of rulings by the arbitrators is strictly limited. . The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. Client agrees that all claims or controversies, whether such claims or controversies arose prior, 48260101962 I Accoum I I Number 417 -53324-12 -355 I on or subsequent to the date ilereof. between SB and Client and/or any of SB's present or former olficers, directors, or employees concerning or arising from Ii) any account maintained by Client with SB individually or jointly with others in any capacity; (ii) any transaction involving SB or any predecessorlirms by merger, acquisition or other business combination and Client. whether or not such transaction occurred in such account or accounts: or(iii) the construction. pertormance or breach 01 this or any other agreement between Client and SB, or of any duty arising from the business 01 SB or otherwise ,shall be determined by arbitration before, and only before, any self-regulatory organization or exchange of which SB is a member. Client may elect which oflhese arbitration forums shall hearthe maflerby sending a registered leflerortelegram addressed to: Smith Barney Inc., law Department, 388 Greenwich Street, New York, NY 10013- 2396. II Client fails to make such election before the expiration of five (5) days after receipt of a written request from SB to make such election, SB shall have the right to choose the forum. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied: (ii) the class is decertified; or (iiilthe customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any righfs under this Agreement except to the extent stated herein. 14. Governing law The provisions 01 thiS Agreement shall be continuous, shall cover Individually and collectively ali accounts which C lienl may open or reopen with SB. and shall inure to Ihe beneiil 01 SB's present organization. and any successm organization or assigns. Should any term or provision of this Agreement be deemed or held to be invalid or unenlorceable, the remaining terms and provisions shall continue in lull lorce and ellect. Except lor statutes ot limitation applicable to claims, this Agreement and all the terms herein shall be governed and conslrued in accordance wilh the laws olthe State of New York without giving eUecl to principles of conflict 01 laws. The stalule 01 limitations applicable 10 any claim shall be that which wouid beapplied by the courts of Ihe state in which Client resides. 15. Entire Agreement Client has execuled a Clienl Agreemenl wilh SB. This Agreemenl and Ihe Client Agreement represent the entire agreemenl. and supersede all previous agreements and understandings between the parties with regard 10 the services descnbed herein and therelll and may nol be modilied or amended except by a wriling Signed by the parr,' 10 be charged except as otherwise noted herein. Notwithstanding the paragraph relating 10 -Fees and Charges. and the paragraph relating to "No Oral Modification; AIIect on Prior Agreements" 01 the Client Agreemenr, paragraph 3 01 this Agreement shall control wilh respecl to the lees and advisory services described herein 16. Severability II any provision 01 this Agreement shall be held or made invalid by a statute. rule. regulation. deCision 01 a Iribunal or olherwise.lhe remainder 01 this Agreement shall not be alfected thereby and, 10 this extent. the provisions 01 this Agreemenl shall be deemed to be severable. 17. Miscellaneous SB represents that il is registered as an investment adViser under the Investment Advisers Act 011940. as amended. If the Account is an employee benelit plan subject 10 Ihe provisions 01 ERISA. SB represenls Ihat wilh respect to Ihe pertormance 01 lis duties under this Agreement, It is a "Iiduciary" as that lerm is delined Iherem. PMG reserves the right to reluse to accept or renew this Agreement in its sole discrellon lor any reason Client acknowledges thai PMG may wilhhold any tax to the extent required by law, and may remil such taxes to the appropriate governmental authority. For Ihe purpose 01 reterring to this Agreemenl, the date of this Agreement shall be the dale 01 acceptance by PMG as indicated below. As used herein, relerence to persons in the masculine gender shall include persons 01 the leminine gender. References In the singular shall. as and il appropriate, include the plural. All paragraph headings In this Agreement are lor convenience oi reference only, do notlorm part ollnis Agreement and shall not allectln any way the meaning or interprelation 01 this Agreement. All wrillen communication to SB or PMG pursuant to this Agreement shall be sent 10 PMG at the address nOled In paragraph 10 above. All wrillen communication to Client shall be senlto the address 01 Client indicaled 'on the Conlidential Client Information lorm Client acknowledges receipt of a copy 01 this Agreement and a copy of SB's Inveslment Advisory Services Disclosure Documenl or Part II 01 its Form ADV Notwilhstanding anYlhing to the contrary herein. Client shall have the rig hi to terminate Ihis Agreement wilhout penalty within live (5) business days ollhe execution ollhis Agreement. NOTE: THIS AGREEMENT CONTAINS A Pf\E-D1SPUTE ARBITRATION CLAUSE LOCATED ON THIS PAGE AT PARAGRAPH 13. Agreedlathis ~ \ ~ dayal ~ 19q~ (IF MORE THAN ONE, PR CIPALS TO THE ACCOUNT MUST SIGN. IF ANY SIGNATORY IS A FIOUCIARY, THE CAPACITY IN WHICH HE IS ACTING MUST BE INDICATED./ Signature of Cli Capacity of Signatory (V'\. a. ~ 0 ("' Capacity of Signatory C-\~rK. Ace pted: Portfolio Management Group, Smith Barney Inc. By: Date Portfolio Management Group Smith Barney Inc. 222 Delaware Avenue - 9th Floor Wilmington, DE 19801 Portfolio Management Group Investment Agreement IAccounl Number 417-53322-14-355 I ',lame 01 PMG Portlolio Manager The undersigned ("Clien!") hereby retains Smilh Barney Porllolio Managemelll Group I"PMG"), a unll 01 Smith oarney Inc. ('So"), to act as investment adviser and to manage Ille assets 01 Client's account I"~ccounl) in accordance wilh the ioliowing lerms and condilions ("p,greement"l: 1. Investment Management PMG may invesl and reinvesr the securities. cash andlor olher investments held in Ihe .A,CCOUIll In accordance wilh Clienl's investmenl objectives as staled in Ihe Clienllnvestment Obieclive Questionnaire attached herelo and incorporated herein 0'1 relerence. InveSlmenls may be made'in securities oi any kind. including. bUI nOI limited to common and orelerred stocks, oplions. warrants, righls. and coroorale. municipal or government bonds. nOles or bills ("Securities"). Allor a poriion 01 the Account maybe held in cash or cash eouivalenis including Securilies issued by money market mUluai lunds. Client understands Ihat money market lunds aililialed wilh SB may be used as temporary investment vehicles lor Ihe Accounllo the exlent permitted by law and consenis to the use 01 such alliliated lunds in connection with the AccounL Clienllurlher underslands that S8 and ils afliliates serve in various capaCities with respecl to such alliliai/)lj money markellunds and receive lees lor the services provided as sellorth in the prospectuses lor each 01 these iunds. In connection wilh Ihe advisory services bemg provided 10 Client, PMG is entilled 10 rely on the investment inlormation conl<lined in the Coniidential Cliellllnvestment Inlormalion lorm allached hereto. Clienl agrees 10 inform PMG in writing 01 any material change in Client'scircumstances which mightallecl the manner in which Client's assets should be invested and to provide PMG wilh any such inlormation as it shall reasonabiy request. Client underslands thai decisions 10 purchase or sell Securilies shall be made by SB or PMG and nol by the Client. The PMG Portlolio Manager named above will be primallly responsible lor making investment management decisions lor fheAccounl wilhin gUidelines sellorth by PMG.lllor any reason, and in Ihe sole dlscrelion 01 PMG, IIIe Portlo/io Manager is unabie 10 render such investment services 10 the Accounllemporarily or permanently, or lerminales his employmenl wilh SB, PMG shall continue to render such services and shall promplly assign a new partlolio manager to the account on a temporary or permanent basis. 2. Other Services to be Provided Client (or a properly authorized agent designated by Client) will be lurnished wilh conlirmalions 01 Account transactions, periodic Account slatements, and a Quarterly monitor ollhe Account detaiiing Account posilions and aclivity. SB will, unless directed olherwise, maintain custody 01 the assets held in the Accounl, in which case 58 will, at no additional charge, credil the Account with dividends and interest paid 011 Securities held in Ihe Account and with principal paid on called or malured Securilies. 3. Fees Clientwiil compensate PMG and S810r their services hereunder on a Quarterly basis in advance in accordance wilh Ihe lollowing lee schedule. Equify and Balanced Accounts Asset Value ................... Quarterly Fee ....... Annualized Fee On the Firsl $500,000. .......... .75% ....... .................3% On Ihe Nexl $500.000...................... ....... .625% .. .......... 2.5% Assets over $1,000,000................................ .5% .. .... 2% Fixed Income Accounts Assef Value ................... Quarterly Fee ....... Annualized Fee On the First $500,000.. .. .............. .3125% 25% On the Next $500,000 ....~.. ....................25% .... . .1% On the Next $1,000,000. ............... .2125% . ....... . % Assets over $2,000,000 .......................... .1875% .. ............... .75, N/A .20 .20 .zo Minimum Account Size $25,000 Fees charged by PMG may be negoliated. Such lees may diller based upon a number ollactors. including, but not limiled 10, the type of Account. the size 01 the Account. the historical or projected nalure ollrading tor the Accounl and the number and range 01 suppiemenlal advisory and client-relaled services to be provided by Ihe PMG Portfolio Manager or olher SB linancial consultanl to Ihe Account. Client understands Ihat PMG shall be entilled 10 Ihe lee chargeable on an Account ollhe applicable minimum size should the inception value 01 the Account be less than said minimum or should a wilhdrawal result in Ihe value 01 the Account tailing below Ihe applicable minimum. PMG shali have the righllo terminate any Account laliing below the minimum size. The inilial/ee will be due in lull on the dale Ihe Accounl is accepted by PMG("opening date"), and wiil be based on the p,ccount asset value on that date. The period which such paymenl covers will run Irom the opening date through the last business day 01 the next lull calendar quarler. and Ihe lee will be pro-rated accordingly. Thereaiter. the quarterly renewdl iees will be based on the Account asset value an the lasl business day of Ihe orevlOus ouarter, and will become oue tile iollowmg bus mess day. II addilional cash. Securities or olher Investments are acceoted lor managemenl in the Accounl during a lee period exceeding $20.000. the applicable lee ororaled lor the number oi days remaming in the lee period and covering the tolal value of the accepted assels, will be cnaroed and will become nue on the date 01 such acceptance. The lee schedule specified herein may be lI10dliied or-changed by PMG, only upon notice 10 Client. II this agreemont is terminated by either PMG or Client. a pro-rata relllnd Irom the date of termination through ,he ena 01 the billing period will be maoe. No lee adjustment will be made during any lee period lor aoprecialion or deprecialion in Account asset value during that period, nor shall any adiustmenl or relund be made with respect 10 partial withdrawals by Client during any lee period. The lees described above include bath accounl manaoemenl and execution serlices. The levef 01 the all- inciusive lee is unaliected by the number oi transoctions ellected lor the Accounl. Those lees do nol include mark-uos/mark-downs in princlpai transaclions, custodial lees(il S8 is nol custodian i. protoiypelcustodiallees in connection with S8's Trust Services Depariment. ceriain odd-lot dillerentials. auclion lees, exchange iees. electronic lund transler lees. FMA" lees, transler laxes mandated by law, ami ceriain lees in connecrion with the 4826-1 (1/96) f;slabllshmelll or administration or terminalion 01 relirement or prolit sharing plans or frust accounling. All lees and charges, including the above, may be charged to Ihe Account. In addition, brokerage commissions incurred I;ecause an Adviser chooses iO eifect Securities transoclions lor the Accounlwith or through a broker -dealer oillel than S8 will be separately charged 10 the Account. Clienl understands Ihat SB linancial consullants receive comoensation lor providing advisory and client-related services in conneclion with fhe PMG program. 4. Trading Authorization . Client hereby grants PMG complete and uniimiled discretionary Irading authorization and appoints PMG as agent and attorney-in-Iactwilh resoectto Ihe Account. Pursuant to such authorization, PMG may, in its sole discretion and al Clienl's risk, purchJS8. sell. exchange, con veri and olherwise Irade the Securilies and other invesrments in the Account. as well as arrange lor delivery and paymenl in conneclion with the above. and act on behalt oi the Clienl in all olher matters necessary or incidental to the handling 01 the Account. Should Clienl appoint a cusfodian other than S8 in conneclion with the Accounl. Client grants PMG lull authorization to issue sucn inslruclions to. and engage in such transaclionswith, Ihe custodian as may be appropriate in connection with the management 01 the Account. PMG will not be responsible lor any loss or liability incurred by reason 01 any willlul or negligent action or lailure to acl on Ihe part 01 an unalfiliated custodian. The trading authorizalion is a continuing one and shall remain in lull lorce and eltect until terminated by Clienl or PMG pursuanl to the provisions 01 paragraph 10 ollhis Agreement. The termination ollhis authoflzation l'Iill constitute a terminalion ollhis Agreement. This power 01 attorney shall not be alfecled by subsequent disability or incapacity 01 Client. II, in the evenl 01 Client'sdeath, S8acfs in good laith pursuant to this Irading aulhorization withoul actual knowledge 01 Clienl's dealh, any action so laken, unless olherwise invaiid or unenlorceable shail be binding on Clienl's successors in interest. in the evenl 01 Clienl's dealh, S8 is aulhorized 10 liquidate any or all property in the Account whenever in SB's discretion S8 considers il necessory to do so lor S8's proleclion or lor the protection 01 the assels in the Account. Clienlunderstands that PMG and itsalliliates perlorm, among olher things, research, brokerage and investment advisory services lor clients other Ihan Ihose participating in the PMG program. Clienl recognizes that PMG and its alliliates may give advice and lakeaclion in Ihe pertormance 01 ils duties to such clienls (including Ihose who may also be participants in the PMG program) which may diller from advice given, or in Ihe timing and nalure 01 aclion laken, wilh respecllo Client. Nothing in this Agreemenl shall be deemed to impose on PMG any obligation to purchase or sell, or recommend lor purchase or sole, lor CHenl any Securities or other investments which PMG or itsalliliales may purchase or sell, or recommend lor purchase 01 sale, lor ils or their own accounl. or lor Ihe account ot any other client. 8y reason 01 investment banking or olher activities, PMG and its alliliates may Irom time to time acquire conlidential inlormation. Clienl acknowledges and agrees thai PMG will nol be Iree to divulge, or 10 acl upon, such information with respect to ils advisory activilies, including its activities as investment adviser to Ctient. 5. Execution Services Pursuant 10 the Irading authorizalion contained in paragraph 4 above, S8 may ellect, in the absence 01 written instruciions to the contrary trom Client. lransactions lor the purChase and/or sole 01 Securilies and other investments in Ihe Accounllhrough or with brokers or dealers, including S8 and its alliliates, as SB in lis sole discretion deems appropriale. Where such transoclionsare ellected through 58, S8 and i1salliliales may act. in Ihe absence 01 instrucltons to the contrary from Ctient. on an agency or principal basis, to the extent permitted by law and subject to applicable reslrictions. S8 shall ellect such Iransactions through a broker or dealer other Ihan S8 or its alliliates only when SB reasonably believes in good lailh that such other broker or dealer will provide better execution than would be Ihe case ilthe Iransaction were executed Ihrough S8.ln evalualing which broker or dealer will provide the besl execution, SB will consider the lull range and Quality of a broker's ordealer's services including, among other things, Ihevalue 01 research provided as well as execution capability, commission rate, linancial responsibility. and responsive- ness 10 S8. S6 may selecl such broker-dealerswhich provide itwilh research or other Iransoclion-relaled services and may cause Client 10 pay such broker-dealers commissions lor ellecting Iransoclions in excess 01 the commissions other broker-dealers may have charged. Such research and other services may be used lor S6's own or other client accounls to the exlent permilled by law. Pursuanl to the provisions of Seclion 11 (a) ollhe Securilies Exchange Act 0/1934, cerlain transoctions elfecled by S810r cerlain clients on a nalional or regional securilies exchange must be executed through a 1I00r broker unalfilialed with S8. Client specilically consents, in Ihe absence 01 contrary instructions, 10 S8 acting as broker ior Ihe Account and in connection therewith to retain compensation payable hereunder when permitted by applicable law. Client hereby granls PMG and S8 the authorization 10 ellecl "agency cross" Iransaclions (i.e..transactions In which SB, or any person controlling. controlled by or under common con Ira I wilh SB, acls as broker lor the oarty or parties an both sides 01 the Iransoction) with respect to the Account to the extent permitted by law. Client acknowledges Ihat S8 may receive compensotion Irom the olher party to such Iransactions (the amount of which may vary) and that, as such, S8 will havea polentiallyconllicling division olloyalliesand responsibililies. Client understands Ihat his consent to "agency crass' transaclions, contained herein, can be revoked at any lime by written nolice to 5B. tn connection with transoclions eflected lor the Account. Clienl authorizes SB and its alfiliales to establish and trade In accounls in its name with members 01 nationai or regional securities exchanges and the National Associalion 01 Securities Dealers Inc. including .'omnibus" accounts established tor the purpose 01 combining oruers lor more than one client. In no event will PMG. SB or ils alliliales be obligated 10 elfecl any Iransaction lor Ctient which it believes would be violative 01 any applicable slate or lederallaw, rule or regulation, or ollhe regUlations of any regulatory or sell- regulalory body. 6. Valuation In computing Ihe markel value 01 any Securities or other inveslments in Ihe Account. Securilies iisted on a national securities exchange shall be valued, as ollhe valualion date. at the closing price on the principal exchange on which they are traded. Any other Securities or investments in the Account shall be valued in a manner determined in goud lailh by PMG to rellect lair market value. Any such valuation should not be considered a guarantee 01 any kind whatsoever wilh respect to the value 01 the assels in Ihe Account. 7. Client Authority Ii this Agreement is entered into by a truslee or other liduciarv. such trustee or liduciary represents that the PMG program is wilhin the scope 01 the investments authorized pursuant to any applicable plan. trust andlor applicable law and Ihat he is duly authorized to negotiate the terms otlhis Agreement. including lees. and to enter into (and renew) this Agreement and agrees to provide such supporting documentation as may be reouired by PMG. II Client is a corporation. Ihe signatory an behalf of such Client reoresents thallhe execulion oi this Agreement has been duly authorized by appropriate coroorale action. Client undertakes 10 adVise PMG 01 any even! which might alfectthis aulhority or Ihe orooriety 01 this Agreement. Client warrants that any Securities delivered 10 PMG are free 01 any encumbrances. Including conslruclive liens 8. Additions to or Withdrawals from the Account II is underslood that Client may make addilions to and withdrawals Irom the Accounl subject to the provisions herein. Wilhdrawals of assets. including specilic SeCUrities or other InvestmenlS Irom the Account. shall be permitted only upon live (5) days' nolice in writing 10 PMG. 9. Proxies and other legal Notices Neither PMG nor SB shall render any advice or lake any action on behall 01 Client with respect to Securilies or other Investments held in the Account. or Ihe issuers thereoi, which became the sublect 01 any legal proceedings, including bankruptcies. Clienl hereby relalns the right and obligalion 10 take any aclion relaling to Securities held in the Account. II Client is not a tax-Qualilied plan subiect to ERISA (Employee Retiremenllncome Security Acl. 1974), neither PMG nor SB shall take any action or render any advice with respect 10 the voting 01 proxies solicited by. or With respecllo, the issuers of any Securilies held in the Account, except to the extenl otherwise required by law. and Client hereby expressly retains the f1ghl and obligation to vale proxies relating to Ihe Securities held in the Account provided, however, Client may delegate said rights and obligations 10 a properly authorized agent. II Client is a tax-qualified retirement plan subjecllo ERISA. PMG shall be responsible, excepl to the extent otherwise permitted by law. lor voting proxies solicited by, or with respect la, the issuers 01 any Securilies held in Ihe Account: provided, however, Client may expressly retain Ihe right and obligation to vote any proxies or lake action retating to Securities held in the Account provided Client provides prior written notice to Pfv1G. 10. Termination of Agreement This Agreement may be terminated at will upon written nolice by eilher party to the other and termination will become eltective upon receipt 01 such notice. Client shoutd send any such nolice ot termination to Smilh Barney Inc., PMG Operations. 222 Delaware Ave. Ninth Floor. Wilmington. Delaware 19B01. Such termination will not. however, allect the liabilities or obligations olthe parties under this Agreement arising lrom transactions initiated prior to such termination, including Ihe provisions regarding arbitration which shall survive any expiration or lermination 01 thiS Agreement. Upon the termination 01 this Agreement. PMG shall not be under any obligation whatsoever to recommend any action with regard to. or to liquidate, the Securilies or ather investments in the Account. PMG retains the right. however, to complete any transactions open as 01 the termination date and to retain amounts in the Account sulficient to elfect such completion. Upon termination. it shall be Client's exclusive responsibility to issue inslruclions in writing regarding any assets held in the Account. Client is responsible tor providing SB with the name of another custodian at the time the Agreement is terminaled il Client chooses nol to maintain custody of the Accounl with SB. 11. Bonding C lientagrees to obtain and maintain far the period 01 this Agreementany band required pursuant to Ihe provisions 01 ERISA or ather applicable law and to inctude within the coverage 01 such band PMG and any oi their alliliates, ollicers. directors and employees whose inclusion is required by law. Ctient agrees 10 promptly provide PMG wilh appropriate documents evidencing such coverage upon request. 12. Non-Assignability This A.greement shall not be assignable by PMG without the prior consent of Client. 13. ARBITRATION Arbitration Agreement. . Arbitration is final and binding on the parties. . The parties are waiving their right to seek remedies in court, including the right to jury trial. . Pre-arbitration discovery is generally more limited than and different from court proceed- ings. . The arbitrators' award is not required to Include factual findings or legal reasoning and any party's right to appeal orto seek modification of rulings by the arbitrators is strictly limited. . The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. Client agrees that all claims orcontroversies, whether such claims or controversies arose prior, 48260101962 ~.CCOUr1l Number 417-53322 -14-355 on or subsequent to the date hereof, between SB and Client andlor any of SB's present or former officers, directors, or employees concerning or arising from (i) any account maintained by Client with SB individually or jointly with others in any capacity; (ii) any transaction involvlnq SB or any predecessor firms by merger, acquisition or other business combination and Client, whether or not such transaction occurred in such account or accounts; or (Iii) the construction, performance or breach of this or any other agreement between Client and SB, or of any duty arising from the business of SB or otherwise, shall be determined by arbitration before, and only before, any self-regulatory organization or exchange of which SB is a member. Client may elect which oflhese arbitration forums shall hearthe matter by sending a registered letlerortelegram addressed to: Smith Barney Inc., law Department, 388 Greenwich Street, New York, NY 1 0013- 2396. II Client fails to make such election before the expiration of five (5) days after receipt ot a written request from SB to make such election, SB shall have the right to choose the forum. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (Ii) the class is decertified; or (Iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. 14. Governing law The provisions 01 this Agreement shall beconllnuous, shall cover individual Iv and collectively all accounls which Client may open or reopen wilh SB. and shall inure 10 the benelit of SB'spresent organization, and any successor organization or assigns. Should any term or provision of this Agreement be deemed or held to be invalid O! unenforceable. the remaining terms and provisions shall continue in tulllorce and ellect. Except lor slatutes of limitation applicable to claims, this Agreement and alllhe terms herein shall be governed and construed m accordance With the laws ollhe Stale at New York without giving elfect to principles 01 conlllcl of laws. The statute of Iimitalions appl icable 10 any claim shall be that which would beapplied by Ihe courts 01 the slate in which Client resides. 15. Entire Agreement Client has executed a Client Agreement wilh SB. This Agreement and the Client Agreement represent the entire agreement. and supersede all previous agreements and understandings belWeen the parties with regard 10 the services described herein and therein and may not be modified or amended except by a writing signed by the paay to be charged excepl as olherwlse noled herein. NolWithstanding the paragraph relating to "Fees and Charges" and the paragraph relating to "No Oral Modllicalion: Allect on Prior Agreemenls" 01 the Client Agreement, paragraph 3 of this Agreement shall conlrol with respect 10 Ihe fees and advisory services described herein. 16. Severability If any provision ollhisAgreementshall be held or made Invalid bya stalute, rule, regulalion, decision 01 a tribuna! or olherwise, the remainder of this Agreement shall not be allected thereby and.Io this extent, the provisions 01 Ihis Agreement shall be deemed 10 be severable. 17. Miscellaneous SB represents that it is regislered as an inveslment adviser under the Investment Advisers Act ot 1940. as amended II the Account is an employee benelit plan subiect 10 the provisions of ERISA, SB represenls that. wim respect to the pertormance 01 ils duties under this Agreement. il is a "Iiduciary" as that lerm is delined Iherem PMG reserves the right to refuse to accept or renew this Agreement in ils sale discretion lor any reason. Client acknowledges that PMG may withhold any tax to the extent required by law, and may remil such taxes to the appropriate governmental authority. Far the purpose ot reterring to this Agreement, Ihedate 01 this Agreement shall be the date 01 acceptance by PMG as indicated below. As used herein, reference 10 persons In Ihe masculine gender shall include persons of the leminlne gender. Relerences in the singular shall. as and II appropriate, include Ihe plural. All paragraph headings in this Agreemenl are lor convenience of reference only. do not lorm part 01 this Agreement and shall not alfect in any way the meaning or interpretation 01 this Agreement. All written communication to SB or PMG pursuant to this Agreement shall be sent 10 PMG at Ihe address noted in paragraph 10 above. All written communication 10 Client shall be sent to the address of Clienl indicated on the Confidential Client Inlormation lorm. Client acknowledges receipt 01 a copy of this Agreement and a copy 01 SB's Investment AdVISOry Services Disclosure Document or Part II 01 its Farm ADV. NOPllithstanding anything 10 the contrary herein. Client shall have the right to terminate this Agreemenr wltheul penalty within five (5) business days of the execution of this Agreement. NOTE: THIS AGREEMENT CONTAINS A P\!.E-OISPUTE ARBITRATION CLAUSE LOCATED ON THIS PAGE AT PARAGRAPH 13. Agreed ta Ihis d \0_ dayal m~ 19'\'- (IF MORE TH ONE, 'ALL PRINCIPALS TO T E ACCOUNT MUST SIGN. IF ANY SIGNATORY IS A FIDUCIARY, THE CAPACITY IN WHICH HE IS ACTING MUST BE INDICATED.) Signatur Capacity of Signatory I~or I Capacity of Signatory C\~fK Date --.~ ?, I if Account Number 417-53323-13-355 jConsulting Group Agreement Smith Barney Inc. 222 Delaware Avenue - 9th Floor Wilmington, DE 19801 There is a choice oi three different levels of services outlined below and described in the appropriate anachea Exhibit A. Please review the levels carefully to ensure selection 01 the services required and to understand the role that Smith Barney inc. ("Smith Barney") undertakes in each. Must-check one of the following: o Investment Management Services ("IMS") You (or your designated agent) (hereinafter referred to as'you" or "Client") will be furnished with confirmations oftransactions and periodic statements for all transactions effected through Smith Barney, and a Quarterly Review of your account (the "Account") showing historical Account performance, positions and activity. II Smith Barney is not acting as custodian and you desire a Quarterly Review, you shall arrange to have the custodian provide Smith Barney With all information which Smith Barney requests in order to prepare the Ouarterly Review. Such information shall be furnished to Smith Barney at such times, in such manner and in such format as Smith Barney may request from time to time. You will select your investment managers and enter into a separate agreement with said managers. You may request that the investment managers' fee to be deducted from your Account by checking the appropriate box on Exhibit B. Smith Barney will act as custodian ii checked in paragraph 17 below. o Consulting and Evaluation Services ("CES") In addition to providing the confirmations, periodic statements and Quarterly Review described for IMS above, Smith Barney shall assist you in reviewing your investment Objectives and selecting an investment manager from a universe of investment managers that are periodically evaluated by the Consulting Group of Smith Barney (the "Consulting Group") and have received a minimum rating of 4 or 3 by the Consulting Group or from among investment managers affiliated with Smith Barney. You will enter into a separate agreement with the manager that you choose. You may request that the investment managers' fee be deducted irom your Account by checking the appropriate box on Exhibit B.Smith Barney will act as custodian if checked in paragraph 17 below. liiI Fiduciary Services ("FS") In addition to providing the confirmations, periodic statements and Ouarterly Review described for IMS above, Smith Barney shall act as a discretionary investment advisor and assist you in reviewing your investment objectives. Smith Barney shall assist you in selecting one or more investment managers from a universe of managers that are evaluated annually by the Consulting Group and have received a minimum rating of 4 or 3 by the Consulting Group or from among investment managers affiliated with Smith Barney. Smith Barney has entered into an agreement with each of these managers to provide day to day investment management services to you. Smith Barney shall act as custodian for the Account. 1. Other Services to be Provided. For the FS or if checked in paragraph 17 below, Smith Barney wili maintain custOdy oi the assets held in the Account. In such event, Smith Barney will also credit the Account with dividends and interest paid on securities held in the Account and with principal paid on called or matured securities in the Account. In connection with the services being provided to Client under Ihis Agreement, Smith Barney and each investment manager shall be entitled to rely on the financial and other information provided by Client to Smith Barney, in writing from time to time. Client agrees to iniorm Smith Barney in writing of any material change in Client's circumstances which might affect the manner in which Client's assets should be invested or the services provided by Smith Barney to Client under this Agreement. Client will provide Smith Barney with any such iniormalion as Smith Barney shall reasonabiy request. ' 2. Fees. Client ~hall pay Smith Barney for its services hereunder a fee or commissions as set iorth in Exhibit B which is attached to, and made a part oi, this Agreement. FS may only be paid through a iee, not commissions. The fee schedule may be moditied by Smitn Barney upon notice to Client. Smith Barney shall not be compensated on the basis of a share oi capital gains upon or capital appreciation 6f the funds or any portion of the tunds of Client. NotWithstanding the foregoing II sentence, Smith Barney may be compensated based upon the total value oj the Account as Oi detlOite dates. Fees and commissions charged may be negotiated. Such fees and commissions may oiller based uoon a number of factors. including, but not limited to, the type at Account. the size oj the Accouni, the historical or projected nature 01 trading for the Account. and the number and range 01 suoplemental advisory and client-related services to be provided by Smith Barney to the Account. A portion of the fee or commissions in connection with the Account is paid to iinancial consultants and other employees of Smith Barney and its affiliates in connection with the provision of supplemental and client-related services. Such payments are made for the duration of this Agreement. 3. Execution Services. In the absence of written instructions to the contrary from Client, transactions tor the purChase and/or sale of securities and other investments shall be placed by the investment manager(s) for the Account (individually and collectively, the "Manager") with brokers or dealers, including Smith Barney or its affiliates, as the Manager (whiCh may be Smith Barney or its affiliates) in its sole discretion deems appropriate. Where transactions are effected through Smith Barney or its affiliates, Smith Barney and its affiliates may act, in the absence of instructions to the contrary, on an agency or principal basis, to the extent permitted by law and subject to applicable restrictions, and will be entitled to compensation for its or their services. In connection with transactions effected for the Account, Client authorizes the Manager (which may be Smith Barney or its affiliates) to establish and trade Accounts in Client's, Smith Barney's or the Manager's name with members of national or regional securities exchanges and the National Association of Securities Dealers, Inc. including "omnibus" accounts established for the purpose of combining orders for more than one client. . Client hereby grants Smith Barney and its affiliates the authorization to effect "agency cross" transactions (i.e. transactions in which Smith Barney, or any person controlling, controlled by or under common control with Smith Barney, acts as broker for the party 01 parties on both sides of the transacti on) with respectto the Accountto the extent permitted by law. Client acknowledges that Smith Barney or its affiliates may receive compensation from the other party to such transactions (the amount of which may vary) and that, as such, Smith Barney will have a potentially conflicting division of loyalties and responsibilities. Client understands that this consent to "agency cross" transactions, contained herein, can be revoked at any time by wrirten notice to Smith Barney. In no event will Smith Barney or its affiliates be obligated to effect any transaction for Client which they believe would be violative of any applicable state or federal law, rule or regulation, or of the rules or regulations of any regulatory or self-regulatory body. 4. Valuation. . In computing the market value of any securities or other investments in the Account. securities listed on any national securities exchange shall be valued. as of the valuation date, at the ciosing price on the principal exchange on which they are traded. Any other securities or invesrmenls in the Account shall be valued in a manner determined in good faith by Smith Barney, in its sole discretion, to reflect market value. Any such valuation should not be considered a guarantee 01 any kind whatsoever with respect to thevalue of the assets in the Account. 5. Client Authority. If this Agreement is enlered into by a trustee or other fiduciary, such trustee or fiduciary represents that the services provided by Smith Barney are within the scope of the services and invesimentS authorized by the governing instruments of, and/or laws and regulations applicable to, Client. and that said trustee or fiduciary is duly authorized to enter into and renew this Agreement. It Client is a corporation. the signatory on behall 01 Client represents that the execution of rhis Agreement has been duly authorized by all necessary and appropriate corporate action. C11ent undertakes to advise Smith Barney of any event which might affect Client's authority to particioate in, or the propriety ot. this Agreement. Client warrants that any securities delivered to Smlih Barney are free 01 any encumbrances, including constructive liens. 6. Additions to or Withdrawals from the Account. It is understood that Client may make additions to and withdrawals from the Account sutJect to the provisions herein. Withdrawals of assets,jncluding spectilc securities or other Investments tram the Account. shall be permirted only upon five (5) days' notice in wriling to Sn'lith Barney.' 7, Proxies. '!either Smith Barney nor any Manager snail be obllgateo to renoer any aovlce or lake any action ::,n oenall ai Client wilh resoect [0 securities or other investments netd in the Account. or the issuers Ihereoi. which become the sunject 01 any legal oroceedings, including bankruptcies. Client nereby retains ihe right and obligation to lake action relating [0 securities neld in the Accounl. Ii Client is nOI a tax-oualiiieo retirement olan subject to tne Employee Relirement income SecufliY Act of 1974, as amend eo ('ERISA"). neilher Smith Barney nor any Manager shall 12Ke any action or render any advice with resoect to voting at proxies soliciled by. or wllh resoecI iO. ihe issuers of any securities held in Ihe Account, except [0 me extent otherwise reaUlred by 'aw. 2nd Client hereby expreSSly retains the right and obligation to vote any oroxies relating to the securllies held In the Account: provided, however. Client may delegate saio rlghls and obligations to a Manager or any other properly aUlhorized agent. Ii Client IS a lax-qualiiied retirement plan subject to ERISA. the Manager shall be resoonsible exceot to tne extent otherwise permitted by law. tor voting proXIes solicited ny, or with respect to the issuers ot any secuflties helo In the Account; provided, however, Client may expressly retain the right and obligation to vote any proxies relating to securities held in the Account. provloed Client provides orior written notice to the Manager and Smith Barney. 8. Bonding. If Client IS a retirement plan subject to ERISA, Client agrees to obtain and maintain for the oerlod 01 thiS Agreement any bond reauired pursuant to the prOVisions oi ERISA or other applicable law and to include within the coverage of such bond Smith Barney, any Manager and any 01 their oHicers, directors and employees whose inclusion is required by law. Client agrees to provide Smith Barney promptly with appropriate documents evidencing such coverage upon request. 9. Termination of Agreement. This Agreement may be terminated at any time upon written notice by either party to the other and termination will become effective upon receipt of such notice. Such termination Will not, however, aHect the liabilities or obligations of the parties incurred, or arising tram transactions initiated. under this Agreement prior to such termination, including the provisions regarding arbitration, which shall survive any expiration or termination at this Agreement. Upon the termination of this Agreement. Smith Barney shall not be under any obligation whatsoever to recommend any action with regard to, or to liquidate, the securities or other IIlvestments in the Account. Smith Barney retains the right. however, to complete any transactions ODen as of the termination date and to retain amounts in the Account sufficient to effect such completion. Upon termination, it shall be Client's exclusive responsibility to issue instructions in writing regarding any assets held in the Account. Client is responsible for providing Smith Barney with the name of another custodian at the time this Agreement is terminated if Smith Barney is providing custOdy services and Client chooses not to maintain cuslody at the Account with Smith Barney. 10 liability of Smith Barney. Client acknowledges that an investment advisor's past periormance is not necessarily indicative of future periormance. Smith Barney makes no representations or warranty under this Agreement or any Exhibit attached hereto with respect to the present or future level of risk or volatility in the Account, or any investment advisor's future performance or activities. Except as otherwise provided inany Exhibits hereto, Client understands that Smith Barneywill periorm no discretion- ar; trading acts with respect to the Account, that pursuant to this Agreement Smith Barney shall effect only such transactions as it is instructed to by Client or any Manager, and that the Manager is solely responsible for the management oi Client's portfolio. 11. Non-Assignability. This Agreement shall not be assignable by Smith Barney withoullhe prior consent 01 Client. 12. Arbitration Agreement. · Arbitration is final and binding on the parties. . The parties are waiving their right to seek remedies in court, including the right to jury trial. . Pre-arbitration discovery is generally more limited than and different from court proceedings. . The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rutings by the arbitrators is strictly limited. . The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. Client agrees that all claims{)r controversies, whether such claims or controver- sies arose prior, on or subsequent to the date hereof, between Client and Smith Barney and/or any of Smith Barney's present or former officers, directors, or employees concerning or arising from (i) any account maintained by Client with Smith Barney individually or jointly with others in any capacity; (ii) any transaction involving Smith Barney or any predecessor firms by merger, acquisition or other / ...... business combination and Client, whether or not such transaction occurred in such account or accounts: or (iii) the construction, performance or breach of this or any other agreement between Client and Smith Barney, or of any duty arising from the business of Smith Barney or otherwise. shall be determined by arbitration before, and only before, any sell-regulatory organization or exchange of which Smith Barney is a member. Client may elect which of these arbitration forums shall hear the matter by sending a registered letter or telegram addressed to: Smith Barney Inc" law Department. 388 Greenwich Street, New York, NY 10013-2396. If Client fails to make such election before the expiration of five (5) days after receipt of a written request from Smith Barney to make such election, Smith Barney shall have the right to choose the forum. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action: or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. 13. Governing Law. The provisions of this Agreement shall be continuous. shall cover individually and collectively all accounts which I may open or reopen with Smith Barney, and shalllllure to the benelit oi Smith Barney's present organization, and any successor organization or assigns. Should any term or provision of this Agreement be deemed or held to be invaiid or unenforceable, the remaining terms and provisions shall continue in full force and effect. Except for statutes of limitation applicable to claims, this Agreement and ail the terms herein snail be governed and construed In accordance with the laws oi the State of New York without giving effect to principles of confJict of laws. The statute of limitations applicable to any claim shall be that which would be applied by the courts of the state in which Client resides. 14. Entire Agreement. Client has executed a client agreement (the "Client Agreement") with Smith Barney. This Agreement and the Client Agreement represent the entire agreement between the parties with regard to the services described herein and therein, and may not be modified or amended except by a writing signed by the party to be charged except as otherwise noted herein. This Agreement and the Client Agreement supersede all previous agreements and understandings between the parties hereto with respect to the subject matter hereof. Notwithstanding the terms of the Client Agreement, the terms of this Agreement shall govern with respect to the fees and services described herein. 15. Severability. If any provision of this Agreement shall be held or made invalid by a statute. rule, reguiation. decision of a tribunal or otherwise. the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. 16. Miscellaneous. Client understands that Smith Barney, each Manager and their affiliates perform, among other things, investment banking, research, brokerage, and investment advisory services for other clients. Client recognizes that Smith Barney and each Manager may give advice and take action III the performance of their duties to such clients (including those who may also be participants in Consulting Group programs) which may differ from advice given, or in the timing and nature of action taKen. with respect to Client. Nothing in this Agreement shall be deemed to impose on Smilh Barney, any Manager or any of their aftiliates any obligationto recommend any investment advisor or to purchase or sell, or recommend for purchase or sale, for Client any securities or other investments which Smith Barney, any Manager or any of their aftiliates may recommend, purchase or sell. or recommend for purchase or sale, for its or their own account, or for the account of any other client, nor shall anything in this Agreement be deemed to impose upon Smith Barney, any Manager or any of their affiliates any obligation to give Client the same advice as may be given to any other clients Client further understands that any Manager may from time to time and as It deems advisable, consistent with applicable law, effect securities transactions with or through Smith Barney for the accounts ot other clients and that Smith Barney may earn brokerage commissions or other compensation in connection with those transactions. By reason of its investment banking or other activities, Smith Barney and its aliiliates may from time to lime acquire coniidential information and information about corporations or other entities and their securities. Client acknowledges and agrees that Smith Barneywill not be free to divulge, to Client or any Manager. or to act UDon. such information with respect to its or their activities. including its or their activities wllh respect to this Agreement. Smith Barney reserves the right to refuse to accept or renew this Agreement in ItS sole discretion and for any reason. Client acknowledges that Smith Barney may withhold any tax to tne extent required by law. and may remit such taxes to the appropriate governmental authority. For the purpose of referring to this Agreement. the date oi this Agreement shall be date oi 12 -- ~. .~ . '~ acceptance by Smith Barney. Client understands that Smith Barney may choose not t01lccept this Agreement until such time as Client delivers the securities and other investments that will comprise the Account into Smitn Barney's custody. As useo herein. references to oersons in the masculine gender snail inClude persons of the feminine gender. References In the singular shall. as and if aoorooriate. include the plural. All paragraph headings in this Agreement are for convenience of reierence only, do nO[ form pan oi this Agreement and shall nol affect in any way the meaning or interpretation 01 this Agreement. All wrirten communication to Smith Barney pursuant to this Agreement shall be sent to Smith Barney at the above-reierenced address. unless Smith Barney designates otherwise in writing. All wrirten communication to Client shall be sent to the address contained in the Confidential Client Iniormatlon lorm, unless Cliem designates otherwise in writing. ;l,11 information, recommenaations ana advice furnished to Client in connection with this Agreement and the services contemplated hereby shail be treated as coniidential by Client. Notwithstanding anything to the contrary herein. Client shall have the right to terminate this Agreement without penalty within live (5) business days after entering Into, ana upon acceptance by Smith Barney 01. this Agreement. Smith Barney represents that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. 17. Custody/Attachments. Smith Barney Shall act as custodian lor the FS, or ii checked below: Of Smith Barney Custody The following Exhibits(s) are attached to, and made a part of. this Agreement: o Exhibit AIMS 0 Exhibit B Commission Based o Exhibit ACES - ~ Exhibit A FS o Exhibit B Fee Based ~ Exhibit B FS Inclusive Fee .1 HAVE RECEIVED A COPY OF THIS CONSULTING GROUP AGREEMENT. EACH EXHIBIT CHECKED ABOVE AND THE SMITH BARNEY CONSUL TING GROUP WRAP FEE BROCHURE. NOTE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE LOCATED AT PARAGRAPH 12 ON PAGE 12. Agreed to this day of ,19~ ~~~r' ::~I::::' r;(u;~ 9rI~ '" Capacity of Signatory c.... \~ (\( -- Accepted Smith Barney Inc. By Date: 13 7 ... ( "_i- ,I Account Number 417-53325-11-355 Consulting Group Agreement Smith Barney Inc. 222 Delaware Avenue - 9th Floor Wilmington, DE 19801 There is a choice of three different levels of services outlined below ana described in the approoriate attached Exhibit A. Please review the levels careiully to ensure selection of the services required and to understand the role that Smith Barney inc. ("Smith Barney"j unoenakes . in each. Must check one of the following: o Investment Management Services ("IMS") You (or your designated agent) (hereinafter referred to as"you" or "Client") will be furnished with confirmations of transactions and periodic statements for all transactions effected through Smith Barney, and a Quarterly Review of your account (the "Account") showing historical Account performance, positions and activity. II Smith Barney is not acting as custodian and you desire a Quarterly Review, you shall arrange to have the custodian provide Smith Barney with all information which Smith Barney requests in order to prepare the Quarterly Review. Such information shall be furnished to Smith Barney at such times, in such manner and in such format as Smith Barney may request from time to time. You will select your investment managers and enter into a separate agreement with said managers. You may request that the investment managers' fee to be deducted from your Account by checking the appropriate box on Exhibit B. Smith Barney willaci as custodian if checked in paragraph 17 below. o Consulting and Evaluation Services '("CES") In addition to providing the confirmations, periodic statements and Quarterly Review described for IMS above, Smith Barney shall assist you in reviewing your investment objectives and selecting an investment manager from a universe of investment managers that are periodically evaluated by the Consulting Group of Smith Barney (the "Consulting Group") and have received a minimum rating of 4 or 3 by the Consulting Group or from among investment managers affiliated with Smith Barney. You will enter into a separate agreement with the manager that you choose. You may request that the investment managers' iee be deducted from your Account by checking the appropriate box on Exhibit B.Smith Barney will act as custodian if checked in paragraph 17 below. laI Fiduciary Services ("FS") In addition to providing the confirmations, periodic statements and Quarterly Review described for IMS above, Smith Barney shall act as a discretionary investment advisor and assist you in reviewing your investment objectives. Smith Barney shall assist you in selecting one or more investment managers from a universe of managers that are evaluated annually by the Consulling Group and have received a minimum rating of 4 or 3 by the Consulting Group or from among investment managers affiliated with Smith Barney. Smith Barney has entered into an agreement with each of these managers to provide day to day investment management services to you. Smith Barney shall act as custodian tor the Account 1. Other Services to be Provided. Forthe FS or if checked in paragraph 17 below, Smith Barney will maintain custody of the assets held in the Account In such event, Smith Barney will also credit the Account with dividends and interest paid on securities held in the Account and with principal paid on called or matured securities in the Account. In connection with the services being provided to Client under this Agreement. Smith Barney and each investment manager shall be entitled to rely on the financial and other inlormation provided by Client to Smith Barney, in writing from time to lime. Client agrees to inform Smith Barney in writing of any material change in Client's circumstances which might affect the manner in which Client's assets should be invested or the services provided by Smith Barney to Client under this Agreement. Client will provide Smith Barney with any such information as Smith Barney shall reasonably request. 2. Fees. Client shall pay Smith Barney for its services hereunder a fee or commiSSions as set forth in Exhibit B which is attached to, and made a part of. this Agreement. FS may only be paid through a lee, not commissions. The fee schedule may De modified by Smith Barney upon notice to Client Smitn Barney shall not be compensated on the basis oi a share of capital gains upon or capital appreciation of the funds or any portion of the funds of Client. Notwithstanding the foregoing 11 sentence, Smith Barney may.becompensated based upon the total value oi the AccounJ as 01 deiinite dates. Fees and commissions charged may be negotiated. Such fees and commissions may OIiter based upon a numDer oi factors. including, but not limited to, the type of Account. the size of the Account, the historical or projected nature of trading for the Account, and the number and range 01 suoplemental advisory and client-related services to be provided by Smith Barney to the Account. A portion of the fee or commissions in connection with the Account is paid to financial conSUltants and other employees of Smith Barney and its affiliates in connection with tne . provision of supplemental and client-related services. Such payments are made for the duration of this Agreement. 3. Execution Services. In the absence of written instructions to the contrary from Client, transactions for the purchase and/or sale of securities and other investments shall be placed by the investment manager(s) for the Account (individually and collectively, the "Manager") with brokers or dealers, including Smith Barney or its affiliates, as the Manager (which may be Smith Barney or its affiliates) in its sole discretion deems appropriate. Where transactions are effected through Smith Barney or its affiliates, Smith Barney and its affiliates may act, in the absence of instructions to the contrary, on an agency or principal basis, to the extent permitted by law and subject to applicable restrictions, and will be entitled to compensation ior its or their services. In connection with transactions effected for the Account, Client authorizes the Manager (which may be Smith Barney or its affiliates) to establish and trade Accounts in Client's, Smith Barney's or the Manager's name with members of national or regional securities exchanges and the National Association of Securities Dealers, Inc. including "omnibus" accounts established for the purpose of combining orders for more than one client. Client hereby grants Smith Barney and its affiliates the authorization to effect "agency cross. transactions (i.e. transactions in which Smith Barney, or any person controlling, controlled by or under common control with Smith Barney, acts as broker for the party or parties on both sides of the transaction) with respect to the Account to the extent permitted by law. Client acknowledges that Smith Barney or its affiliates may receive compensation from the other party to such transactions (the amount of which may vary) and that, as such, Smith Barney will have a potentially conflicting division of loyalties and responsibilities. Client understands that this consent to "agency cross" transactions, contained herein, can be revoked at any time by written notice to Smith Barney. In no event will Smith Barney or its affiliates be obligated to effect any transaction for Client which they believe would be violative of any applicable state or federal law, rule or regulation, or at the rules or regulations of any regulatory or sell-regulatory body. 4. Valuation. In computing the market value of any securities or other investments in the Account, securities listed on any national securities exchange shall be valued, as ofthe valuation date, at the closing price on the principal exchange on which they are traded. Any other securities or investments in the Account shall be valued ina manner determined in good faith by Smith Barney, in ItS sole discretion, to reflect market value. Any such valuation should not be considered a guarantee oi any kind whatsoever with respect to the value of the assets in the Account. 5. Client Authority. If this Agreement is entered into by a trustee or other fiduciary, such trustee or fiduciary represents that the services provided by Smith Barney are within the scope oi the services and inveslments authorized by the governing instruments of, and/or laws and regulations applicable to, Client, and Ihatsaid trustee or fiduciary is duly authorized to enter into and renew this Agreement. If Client is a corporation, the signatory on behall of Client represents that the execution of this Agreement has been duly authorized by all necessary and appropriate corporate action. Client undertakes to advise Smith Barney oi any event which might affect Client's authority to particio3re in, or the propriety of, this Agreement.. Client warrants that any securities delivered to Smith Barney are free oi any encumbrances, including constructive liens. 6. Additions to or Withdrawals from the Account. It is understood that Client may make additions to and withdrawals from the Account subject to the orOVISlons nerem. Withdrawals oi assets. including sp8CIiic securities or olher investments Irom the Account. snail be oermlttea only uoon five (5) days' notice in writing to Smith Barney 7. Proxies. Neither Smitn Barney nor any Manager shall be obligated to renaer any advice or take any action on behali 01 Client with resoect to securities or other investments held in the Account. or the issuers thereoi. which become the suoject 01 any legal proceedings. Incluaing bankruDlcies Client hereoy relains me right and obligation to take action relatmg to securilies held in the .~ccount. Ii Client IS nDl a lax-aualilied retirement plan subject to the Emoloyee Retirement Income Security Act oi 1974. as amended ("ERISA-), neither Smith Barney nor any Manager snail take anv action Dr render any aavice With resoect to voting of oroxl.es solicited b~1 or with resoect to. the Issuers oi any securities held in the Account. except to Ihe extent otherwise reauired by law. and Client hereby expressly retains the right and obligation to vote any proxies relating to the securities held in the Account: prOVided, however, Client may delegate said rights and obligations to a Manager or any other properly authOrized agent. If Client is a rax-quaiiiled retirement plan subiectta ERISA, the Manager shall be responSible except to the extent otherwise permitted by law, ior voting proxies solicited by, or With respect to the issuers of any securities held in the Account: provided. however, Client may expressly retain the fight and obligation to vote any proxies relating to securities held in the Account, provided Client provides prior written notice to the Manager and Smith Barney. 8. Bonding. Ii Client is a retirement plan subject to ERISA. Client agrees to obtam and maintain for the oerlod 'Ji this Agreement any bond required oursuant to the proVisions 01 ERISA Dr other applicable law and to Include within the coverage of such bond Smith Barney, any Manager and any of their officers, directors and employees whose inclusion is required by law. Client agrees.to provide Smith Barney promptly with appropriate documents evidencing such coverage upon request. 9. Termination of Agreement. This Agreement may be terminated at any time upon written notice by either party to the other and termination will become effective upon receipt of such notice. Such termination will not, however, affect the liabilities or obligalions of the parties incurred, or arising irom transactions initiated, under this Agreement prior to such termination, including the provisions regarding arbitration, which shall survive any expiration or termination of this Agreement. Upon Ihe termination of this Agreement, Smith Barney shall not be under any obligation whatsoever to recommend any action with regard to, or to liquidate, the securities or other investments in the Account. Smith Barney retains the right, however. to complete any transactions open as of the termination date and to retain amounts in the Account sufficient to effect such completion. Upon ierminalion, it shall be Client's exclusive responsibi lity to issue instructions in writing regarding any assets held in the Account. Client is responsible for providing Smith Barney with the name of another custodian atthe time this Agreement is terminated if Smith Barney is providing custody services and Client chooses not to maintain custody of the Account with Smith Barney. 10 liability of Smith Barney. Client acknowledges that an investment advisor's past performance is not necessarily indicative ot future performance. Smith Barney makes no representations or warranty under this Agreement or any Exhibit attached hereto with respect to the present or future level of risk or volatility in the Account. or any investment advisor's future performance or activities. Except as otherwise provided in any Exhibits hereto, Client understands that Smith Barneywill perform no discretion- ary trading acts with respect to the Account, that pursuant to this Agreement Smith Barney shall effect only such transactions as it is instructed to by Client or any Manager. and that the Manager is solely responsible for the management of Client's portfolio. 11. Non-Assignability. This Agreement shall not be assignable by Smith Barney without the orlor consent of Client. 12. Arbitration Agreement. · Arbitration is final and binding on the parties. · The parties are waiving their right to seek remedies in court, including the right to jury trial. · Pre-arbitration discovery is generally more limited than and different from court proceedings. · The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. · The panel of arbitrators will typically include a minority of arbitrators who were or are alliliated with the securities industry. Client agrees that all claims or controversies, whether such claims or controver- sies arose prior, on or subsequent to the date hereof. between Client and Smith Barney and/or any of Smith Barney's present or former officers, directors, or employees concerning or arising from (I) any account maintained by Client with Smith Barney individually or jointtywith others in any capacity; (ii) any transaction involving Smith Barney or any predecessor firms by merger, acquisition or other ~, \ business combination and Client, whether or not such transaction occurred in such account or accounts; or (iii) the construction, performance or breach of this or any other agreement between Client and Smith Barney, or of any duty arising from the business of Smith Barney or otherwise, shall be determined by arbitration before, and only before, any sell-regulatory organization or exchange of which Smith Barney is a member. Client may elect which of these arbitration forums shall hear the matter by sending a registered leller or telegram addressed to: Smith Barney Inc" Law Department, 388 Greenwich Street, New York, NY 10013-2396. If Client fails to make such election before the expiration of five (5) days after receipt of a written requestfrom Smith Barney to make such election. Smith Barney shall have the right to choose the forum. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (I) the class certification is denied: (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. 13. Governing Law. The provisions of this Agreement shall be contmuous. shall cover individually and collectivel,! all accounts which I may open or reopen with Smith Barney, and shallmureto the benefit oi Smith Barney's present organization, and any successor organization or assigns. Should any term Of provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect. Except for statutes ot limitation applicable to claims, this Agreement and all the terms herein shall be governed and construed in accordance with the laws of the State of New York without giving effectto principles at conflict of laws. The statute of limitations applicable to any claim shall be that which would be applied by the courts of the state in which Client resides. 14. Entire Agreement. Client has executed a client agreement (the "Client Agreement") with Smith Barney. This Agreement and the Client Agreement represent the entire agreement between the parties With regard to the services described herein and therein, and may not be modified or amended except by a writing signed by the party to be charged except as otherwise noted herein. This Agreement and the Client Agreement supersede all previous agreements and understandings between the parties hereto with respect to the subject matter hereof. Notwithstanding the terms oi the Client Agreement, the terms of this Agreement shall govern with respect to the fees and services described herein. 15. Severability. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to thiS extent, the provisions of this Agreement shall be deemed to be severable. 16. Miscellaneous. Client understands that Smith Barney, each Manager and their alfillates perform, among other things, investment banking, research, brokerage, and investment advisory services for other clients. Client recognizes that Smith Barney and each Manager may give advice and take action in the performance of their duties to such clients (including those who may also be participams in Consulting Group programs) which may differ from advice given. or in the timing and nature of action taken, with respect to Client. Nothing in this Agreement shall be deemed to impose on Smith Barney, any Manager or any oftheir affiliates any obligation to recommend any investment advisor or to purchase or sell, or recommend for purchase or sale, tor Client any securities or other investments which Smith Barney, any Manager or any of their affiliates may recommend. purchase or sell. or recommend for purchase or sale, for its or their own account, or for the account of any other client. nor shall anything in this Agreement be deemed to impose upon Smith Barney, any Manager or any 01 their affiliates any obligation to give Client the same advice as may be given to any olher clients. Client further understands that any Manager may from time to time and as it deems advisable, consistent wilh applicable law, effect securities transactioils with or through Smith Barney for the accounts of other clients and that Smith Barney may earn brokerage commissions or other compensation in connection with those transactions. By reason of its Investment banking or other activities. Smith Barney and ils affiliates may Irem time to time acauire confidential information and information about corporations or other entiiies and their securities. Client acknowledges and agrees that Smith Barneywiil not be free to divulge. to Client or any Manager, or to act upon. such information with respect to ItS or their activities. Including Its or their activities with respect to this Agreement. Smith Barney reserves the righl to refuse to accept or renew this Agreement in its sole discrellon and for any reason. Client acknowledges thai Smith Barney may wilhhold any tax to the extent required by law, and may rem II such taxes to the appropriate governmental authority. For the purpose oi referring to this Agreement. the date of this Agreement shall be date oi 12 l' " .... acceatance by Smith Barney. Client understands that Smith Barney may choose not to acceot this Agreement until such time as Client delivers the securities and other investments that will como rise the Account into Smith Barney's custody. As used herein, reierences 10 oersons in the masculine gender shall incluae persons of the feminine genaer. Relerences in tne singular shall. as ana If appropriate. include the alural. Ail paragraph headings in this Agreement are for convenience of reierence only, do not lorm pan 01 this Agreement and shall not aiiect in any way the meaning or interpretation of this Agreement. Ail wrirten communication 10 Smith Barney pursuant 10 this Agreement shall be sent to Smith 8arney at the above-referenced address. unless Smith Barney designates otherwise in writing. All written communication to Client shall be sent to the address contained in the Confidential Client Information iorm. unless Client designates otherwise in writing. All information. recommendations and advice iurnisned to Client in connection with this Agreement ana the services contemplated hereby shall be treated as confiDential by Client. Notwithstanding anything to ihe contrary herein, Client shall have the right to terminate this Agreement without penalty within live (5) business days aiter entering into. ana upon acceptance by Smith Barney oi. this Agreement. Smith Barney represents that it is registered as an investment adviser under the Investment Advisers Act 011940, as amended. 17, Custodv/AUachments. Smith Barney shall act as custodian for the FS, or if checked below: ~ Smith Barney Custody The iollowin-g Exhibits(s) are attached to, and made a part oi. this Agreement: o Exhibit AIMS 0 Exhibit B Commission Based o Exhibit ACES Ij) Exhibit A FS o Exhibit B Fee Based ~ Exhibit B FS Inclusive Fee -i HAVE RECEIVED A COpy OF HlIS CONSULTING GROUP AGREEMENT. EACH EXHIBIT CHECKED ABOVE AND THE SMITH BARNEY CONSULTING GROUP WRAP FEE BROCHURE NOTE: THIS AGREEMENT CONTAINS A PRE. DISPUTE ARBITRATION CLAUSE LOCATED AT PARAGRAPH 12 ON PAGE 12. Agreed to this day of l""r'\~ ,19 C\ l." . Caoacity of Signatory '(""(""\,0- ~O r" ::~,::::' c1Ml~j//~ Capacity of Signatory c.. \ e" \<... Accepted Smith Barney Inc, By Date: I \ 13