DATE OF THE VALUATION.
(E)
THE TERMS OF THE COMMON TRUST FUND KNOWN AS "PLAN OF COMMUNITY
BANK AND TRUST, SSB, GROUP TRUST FUNDS" DATED APRIL 14, 2000, AS AMENDED OR
RESTATED FROM TIME TO TIME, INCLUDING EACH OF ITS RETIREMENT COMMON TRUST FUNDS
AS SET FORTH IN EXHIBIT A OF SUCH GROUP TRUST INSTRUMENT, ARE HEREBY
INCORPORATED INTO THIS ARTICLE.
9.3
OTHER POWERS OF THE TRUSTEE
The Trustee, in addition to all powers and authorities under common law,
statutory authority, including the Act, and other provisions of the Plan, shall
have the following powers and authorities, to be exercised in the Trustee's sole
discretion:
(A)
TO PURCHASE, OR SUBSCRIBE FOR, ANY SECURITIES OR OTHER PROPERTY
AND TO RETAIN THE SAME.
IN CONJUNCTION WITH THE PURCHASE OF SECURITIES, MARGIN
ACCOUNTS MAY BE OPENED AND MAINTAINED;
(B)
TO SELL, EXCHANGE, CONVEY, TRANSFER, GRANT OPTIONS TO PURCHASE, OR
OTHERWISE DISPOSE OF ANY SECURITIES OR OTHER PROPERTY HELD BY THE TRUSTEE, BY
PRIVATE CONTRACT OR AT PUBLIC AUCTION.
NO PERSON DEALING WITH THE TRUSTEE SHALL
BE BOUND TO SEE TO THE APPLICATION OF THE PURCHASE MONEY OR TO INQUIRE INTO THE
VALIDITY, EXPEDIENCY, OR PROPRIETY OF ANY SUCH SALE OR OTHER DISPOSITION, WITH
OR WITHOUT ADVERTISEMENT;
(C)
TO VOTE UPON ANY STOCKS, BONDS, OR OTHER SECURITIES; TO GIVE
GENERAL OR SPECIAL PROXIES OR POWERS OF ATTORNEY WITH OR WITHOUT POWER OF
SUBSTITUTION; TO EXERCISE ANY CONVERSION PRIVILEGES, SUBSCRIPTION RIGHTS OR
OTHER OPTIONS, AND TO MAKE ANY PAYMENTS INCIDENTAL THERETO; TO OPPOSE, OR TO
CONSENT TO, OR OTHERWISE PARTICIPATE IN, CORPORATE REORGANIZATIONS OR OTHER
CHANGES AFFECTING CORPORATE SECURITIES, AND TO DELEGATE DISCRETIONARY POWERS,
AND TO PAY ANY ASSESSMENTS OR CHARGES IN CONNECTION THEREWITH; AND GENERALLY TO
EXERCISE ANY OF THE POWERS OF AN OWNER WITH RESPECT TO STOCKS, BONDS,
SECURITIES, OR OTHER PROPERTY. HOWEVER, THE TRUSTEE SHALL NOT VOTE PROXIES
RELATING TO SECURITIES FOR WHICH IT HAS NOT BEEN ASSIGNED FULL INVESTMENT
MANAGEMENT RESPONSIBILITIES.
IN THOSE CASES WHERE
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ANOTHER PARTY HAS SUCH INVESTMENT AUTHORITY OR DISCRETION, THE TRUSTEE WILL
DELIVER ALL PROXIES TO SAID PARTY WHO WILL THEN HAVE FULL RESPONSIBILITY FOR
VOTING THOSE PROXIES;
(D)
TO CAUSE ANY SECURITIES OR OTHER PROPERTY TO BE REGISTERED IN THE
TRUSTEE'S OWN NAME OR IN THE NAME OF ONE OR MORE OF THE TRUSTEE'S NOMINEES, IN A
CLEARING CORPORATION, IN A DEPOSITORY, OR IN ENTRY FORM OR IN BEARER FORM, BUT
THE BOOKS AND RECORDS OF THE TRUSTEE SHALL AT ALL TIMES SHOW THAT ALL SUCH
INVESTMENTS ARE PART OF THE TRUST FUND;
(E)
TO BORROW OR RAISE MONEY FOR THE PURPOSES OF THE PLAN IN SUCH
AMOUNT, AND UPON SUCH TERMS AND CONDITIONS, AS THE TRUSTEE SHALL DEEM ADVISABLE:
AND FOR ANY SUM SO BORROWED, TO ISSUE A PROMISSORY NOTE AS TRUSTEE, AND TO
SECURE THE REPAYMENT THEREOF BY PLEDGING ALL, OR ANY PART, OF THE TRUST FUND;
AND NO PERSON LENDING MONEY TO THE TRUSTEE SHALL BE BOUND TO SEE TO THE
APPLICATION OF THE MONEY LENT OR TO INQUIRE INTO THE