ESCROW AGREEMENT

COUNTY OF CASSSTATE OF MICHIGAN

RELATING TO THEMICHIGAN TRANSPORTATION FUND BONDS, SERIES 2003

THIS ESCROW AGREEMENT (the "Agreement"), dated as of July 31, 2012, made by andbetween the County of Cass, State of Michigan and The Bank of New York Mellon Trust Company,N.A, Detroit, Michigan (the "Escrow Agent").

WITNESSETH:

WHEREAS, the County of Cass, State of Michigan (the "Issuer"), has previously issued anddelivered its Michigan Transportation Fund Bonds, Series 2003, dated May 1, 2003, maturing in theyears 2012 to 2027, inclusive (the "Prior Bonds"); and

WHEREAS, the Issuer desires to refund the Prior Bonds as set forth on Exhibit A (the"Refunded Bonds"); and

WHEREAS, the Issuer has adopted a resolution authorizing the issuance of its MichiganTransportation Fund Refunding Bonds, Series 2012 (the "Refunding Bonds"), for the purpose ofproviding amounts sufficient to provide for the payment of the principal of and interest on the RefundedBonds on the dates and in the amounts shown on Exhibit A attached hereto; and

WHEREAS, the Refunded Bonds mature serially in such years, are subject to optionalredemption, bear interest at such rates and are payable as to interest at the times and in the amounts setforth in Exhibit A attached hereto and made a part hereof; and

WHEREAS, the Issuer desires to provide for the deposit of part of the proceeds of its RefundingBonds with the Escrow Agent, which when taken together with monies from the debt service funds forthe Refunded Bonds, will be sufficient to provide for the payment of the principal of and interest on theRefunded Bonds upon call for redemption on October 1, 2012; and

WHEREAS, the Issuer desires to enter into this Agreement with the Escrow Agent to provide forthe safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon suchterms and conditions herein set forth; and

WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Bonds to thepurchasers thereof, a portion of the proceeds of the Refunding Bonds shall be applied to purchase certaindirect obligations of or obligations, the principal of and interest on which are unconditionally guaranteedby the United States of America, for deposit to the credit of the Escrow Fund created pursuant to theterms of this Agreement and to establish a beginning cash balance in the Escrow Fund; and

WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable atsuch times and in such amounts so as to provide moneys which, together with cash balances from timeto time on deposit in the Escrow Fund, will be sufficient to pay the principal of and interest on theRefunded Bonds as they accrue and become payable on October 1, 2012; and

WHEREAS, by a resolution adopted by the Board of Commissioners of the Issuer onJune 7, 2012 (the "Resolution"), the Issuer duly authorized the negotiation and execution of thisAgreement, certified copies of which resolution has been or will be filed with the Escrow Agent.

NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreementsherein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timelypayment of the principal of, interest and redemption premium on the Refunded Bonds, the Issuer and theEscrow Agent mutually undertake, promise, and agree for themselves and their respectiverepresentatives and successors, as follows:

ARTICLE IDEFINITIONS AND INTERPRETATIONS

Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following termsshall have the meanings assigned to them below when they are used in this Agreement:

"Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulationsthereunder.

"Escrow Fund" means the County of Cass Michigan Transportation Fund Refunding Bonds,Series 2012 Escrow Fund created and described in Section 3,01 of this Agreement.

"Escrowed Securities" means those securities described in Exhibit C attached to this Agreement.

"Refunded Bonds Transfer Agent" means The Bank of New York Mellon Trust Company, N.A.,Detroit, Michigan, as successor to Fifth Third Bank, Michigan, Grand Rapids, Michigan.

"Refunding Bonds" means the Issuer's Michigan Transportation Fund Refunding Bonds, Series2012, dated as of July 31, 2012.

"Refunding Bonds Transfer Agent" means The Bank of New York Mellon Trust Company,N.A., Detroit, Michigan.

Section 1.02. Interpretations. The titles and headings of the articles and sections of thisAgreement have been inserted for convenience and reference only and are not to be considered a parthereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the termsand provisions hereof shall be liberally construed to effectuate the purposes set forth herein and toachieve the intended purpose of providing for the refunding of the Refunded Bonds in accordance withapplicable law.

ARTICLE IIDEPOSIT OF FUNDS ANDESCROWED SECURITIES

Section 2.01. Deposits in the Escrow Fund. The Issuer has deposited, or caused to be deposited,in the Escrow Fund the following funds and Escrowed Securities:

(a) $1.03 as the beginning cash balance for the Escrow Fund; and

(b) the Escrowed Securities described in Exhibit C attached hereto against payment.

ARTICLE IIICREATION AND OPERATION OF ESCROW FUND

Section 3.01. Escrow Fund. The Escrow Agent has created on its books on behalf of the Issuer aspecial and irrevocable escrow fund to be known as the County of Cass Michigan Transportation FundRefunding Bonds, Series 2012 Escrow Fund. The Escrow Agent hereby acknowledges that there hasbeen deposited to the credit of such Escrow Fund the beginning cash balance, the Issuer's contributionand the Escrowed Securities as described in Section 2.01. The Escrowed Securities and all proceedstherefrom shall be the property of the Escrow Fund, and shall be applied only in strict conformity withthe terms and conditions of this Agreement. All of the Escrowed Securities, all proceeds therefrom andall cash balances from time to time on deposit in the Escrow Fund are hereby irrevocably pledged to thepayment of the principal of and interest on the Refunded Bonds, which payment shall be made by timelytransfers to the Refunded Bonds Transfer Agent in such amounts and at such times as are provided for inSection 3.02 hereof. When the final transfers have been made to the Refunded Bonds Transfer Agentfor the payment of the principal of and interest on the Refunded Bonds in accordance with Exhibit B,any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agentshall thereupon be discharged from any further duties hereunder.

Section 3.02. Payment of Principal and Interest. The Escrow Agent is hereby irrevocablyinstructed to transfer to the Refunded Bonds Transfer Agent from the cash balances from time to time ondeposit in the Escrow Fund, the amounts required to pay the principal of and interest on the RefundedBonds in the amounts and at the times shown on Exhibit B attached hereto.

Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the successive receipts ofthe principal of and interest on the Escrowed Securities will assure that the cash balance on deposit fromtime to time in the Escrow Fund will be at all times sufficient to provide moneys for transfer to theRefunded Bonds Transfer Agent at the times and in the amounts required to pay the interest on theRefunded Bonds as such interest comes due and the principal on the Refunded Bonds as the RefundedBonds are redeemed prior to their maturity, all as more fully set forth in Exhibit B, attached hereto. If,for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the EscrowFund shall be insufficient to transfer the amounts required by the Refunded Bonds Transfer Agent tomake the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund,from lawfully available funds, additional funds in the amounts required to make such payments. Noticeof any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall

not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer'sfailure to make additional deposits thereto.

Section 3.04. Escrow Fund as Trust Fund. The Escrow Agent shall hold at all times the EscrowFund, the Escrowed Securities and all other assets of the Escrow Fund, as special trust funds, but neednot segregate such funds and securities except to the extent required by law; and it shall hold anddispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and otherassets of the Escrow Fund shall always be maintained by the Escrow Agent as escrow funds for thebenefit of the holders of the Refunded Bonds; and a special account thereof shall at all times bemaintained on the hooks of the Escrow Agent. The holders of the Refunded Bonds shall be entitled tothe same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof and all otherassets of the Escrow Fund to which they were entitled as holders of the Refunded Bonds. The amountsreceived by the Escrow Agent under this Agreement shall not be considered as a banking deposit by theIssuer, and the Escrow Agent shall have no right to title with respect thereto except in its capacity asEscrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent underthis Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or by the RefundedBonds Transfer Agent.

Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in theEscrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or itssuccessor, be continuously secured by a pledge of direct obligations of or obligations unconditionallyguaranteed by, the United States of America, having a market value at least equal to such cash balances.

ARTICLE IVREDEMPTION AND PAYMENT OF REFUNDED BONDS

Section 4.01. Duties of Escrow Agent in Connection with Redemption and Payment ofRefunded Bonds. The Escrow Agent shall take all steps required by the Refunded Bonds Resolutions(copies of which have been or will be furnished to the Escrow Agent) to call for redemption theRefunded Bonds on October 1, 2012. The Escrow Agent is hereby authorized by the Issuer to take allaction on its behalf legally required to effect the call and payment of the Refunded Bonds on the datedescribed in this section. Attached hereto as Exhibit D is the form of the Notice of Redemption for theRefunded Bonds, to be mailed as hereinafter described in connection with the redemption of theRefunded Bonds. The Escrow Agent, as Refunded Bonds Transfer Agent, hereby agrees to mail theNotices to the Owner or Owners of the Refunded Bonds, at the registered addresses shown on theregistration books of the Refunded Bonds Transfer Agent at least 30 days prior to October 1, 2012.

ARTICLE VLIMITATION ON INVESTMENTS

Section 5.01. General Prohibition. Moneys in the Escrow Fund and the proceeds of theEscrowed Securities, shall not be invested or reinvested except as provided in this Article V.

Section 5.02. Investment or Reinvestment of Moneys. At the written direction of the Issuer, theEscrow Agent shall invest or reinvest the moneys held in the Escrow Fund provided that the Issuerdelivers to the Escrow Agent the following:

(a) an opinion by an independent certified public accountant that after suchinvestment or reinvestment, the principal amount of the securities in the Escrow Fundtogether with the interest thereon and other available moneys will be sufficient to pay, asthe same become due in accordance with Exhibit B, the principal of, the interest andredemption premium on the Refunded Bonds which have not been paid previously; and

(b) an opinion of nationally recognized municipal bond counsel, which may berendered in reliance upon an opinion by an independent certified public accountant withrespect to the yield of the Refunding Bonds and the yield of the securities in the EscrowFund, to the effect that (1) such investment or reinvestment will not cause the RefundingBonds or the Refunded Bonds to be "arbitrage bonds" within the meaning of the Codeand such regulations thereunder in effect on the date of such investment, or otherwisemake the interest on the Refunding Bonds or the Refunded Bonds subject to Federalincome taxation, and (2) such investment or reinvestment complies with the Constitutionand laws of the State of Michigan and with all relevant documents relating to the issuanceof the Refunding Bonds and Refunded Bonds.

Section 5.03. Transfer of Excess Amounts. If at any time through redemption or cancellation ofthe Refunded Bonds or through deposit of additional moneys or noncallable direct obligations of theUnited States of America or by reason of an investment or reinvestment pursuant to Section 5.02 of thisAgreement, or for any other reason there exists or will exist excesses of cash in the Escrow Fundhereunder for the Refunded Bonds, the Escrow Agent may transfer such excess amounts to or on thewritten order of the Issuer provided that the Issuer delivers to the Escrow Agent the following:

(a) an opinion by an independent certified public accountant that after thetransfer of such excess the principal amount of securities in the Escrow Fund, togetherwith the interest thereon and other available moneys, will be sufficient to pay, as thesame become due in accordance with Exhibit B, the principal of, interest and redemptionpremium on the Refunded Bonds which have not been paid previously; and

(b) an opinion of nationally recognized municipal bond counsel, which maybe rendered in reliance upon an opinion by an independent certified public accountantwith respect to the yield of the Refunding Bonds and the yield of the securities in theEscrow Fund, to the effect that (1) such transfer will not cause the Refunding Bonds orthe Refunded Bonds to be "arbitrage bonds" within the meaning of the Code and theregulations thereunder in effect on the date of such transfer, or otherwise make theinterest on the Refunding Bonds or the Refunded Bonds subject to Federal incometaxation, and (2) such transfer complies with the Constitution and laws of the State ofMichigan and with all relevant documents relating to the issuance of the Refunded Bondsand the Refunding Bonds.

Section 5.04. Arbitrage. The Issuer hereby covenants and agrees that it shall never request theEscrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund orproceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any securitiesor obligations if the exercise of such power or the acquisition of such securities or obligations wouldcause the Refunded Bonds or the Refunding Bonds to be "arbitrage bonds" within the meaning of theCode and the regulations thereunder.

ARTICLE VIRECORDS AND REPORTS

Section 6.01. Records. The Escrow Agent will keep books of record and account in whichcomplete and correct entries shall be made of all transactions relating to the receipts, disbursements,allocations and application of the money and the Escrowed Securities deposited in the Escrow Fund andall proceeds thereof, and such books shall be available for inspection at reasonable hours and underreasonable conditions by the Issuer and the holders of the Refunded Bonds.

Section 6.02. Reports. For the period beginning on the date hereof and ending onNovember 1, 2012, the Escrow Agent shall prepare and send to the Issuer within thirty (30) daysfollowing the end of such period a written report summarizing all transactions relating to the EscrowFund during such period, including, without limitation, credits to the Escrow Fund as a result of interestpayments on or maturities of the Escrowed Securities and transfers from the Escrow Fund to theRefunded Bonds Transfer Agent for payments on the Refunded Bonds or otherwise, together with adetailed statement of all Escrowed Securities, and the cash balance on deposit in the Escrow Fund as ofthe end of such period.

ARTICLE VIICONCERNING THE ESCROW AGENT

Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessarypower and authority to enter into this Agreement and undertake the obligations and responsibilitiesimposed upon it herein and that it will carry out all of its obligations hereunder.

Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer funds to theRefunded Bonds Paying Agent for the payment of the principal of and interest on the Refunded Bondsshall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time ondeposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, theEscrow Agent shall not have any liability whatsoever for the insufficiency of funds from time to time inthe Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely paymentthereon, except for the obligation to notify the Issuer promptly of any such occurrence. The recitalsherein and in the proceedings authorizing the Refunding Bonds shall be taken as the statements of theIssuer and shall not be considered as made by, or imposing any obligation or liability upon, the EscrowAgent. The Escrow Agent is not a party to the Ordinances and is not responsible for nor bound by anyof the provisions thereof. In its capacity as Escrow Agent it is agreed that the Escrow Agent need lookonly to the terms and provisions of this Agreement.

The Escrow Agent makes no representations as to the value, conditions or sufficiency of theEscrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security affordedthereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to anyof such matters.

It is the intention of the parties hereto that the Escrow Agent shall never be required to use oradvance its own funds or otherwise incur personal financial liability in the performance of any of itsduties or the exercise of any of its rights and powers hereunder.

The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in goodfaith in any exercise of reasonable care and believed by it to be within the discretion or power conferredupon it by this Agreement, nor shall the Escrow Agent he responsible for the consequences of any errorof judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default,nor for any loss unless the same shall have been through its gross negligence or willful misconduct.

Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine orinquire into the happening or occurrence of any event or contingency or the performance or failure ofperformance of the Issuer with respect to arrangements or contracts with others, with the EscrowAgent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same inaccordance with this Agreement and to take all necessary action to effect the call for redemption of andthe payment of the Refunded Bonds as provided in Article IV of this Agreement. If, however, theEscrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event orcontingency, the Escrow Agent shall be obligated, in making such determination, only to exercisereasonable care and diligence, and in event of error in making such determination the Escrow Agentshall be liable only for its own willful misconduct or its gross negligence. In determining the occurrenceof any such event or contingency the Escrow Agent may request from the Issuer or any other personsuch reasonable additional evidence as the Escrow Agent in its discretion may deem necessary todetermine any fact relating to the occurrence of such event or contingency, and in this connection maymake inquiries of, and consult with, among others, the Issuer at any time.

The Escrow Agent may consult with counsel with respect to any question relating to its duties orresponsibilities hereunder or otherwise in connection herewith. The Escrow Agent may act through itsagents and attorneys appointed with due care. The Escrow Agent may conclusively rely upon and shallbe fully protected in acting and relying upon any notice, order, requisition, request, consent, certificate,order, opinion (including an opinion of counsel), affidavit, letter, telegram or other paper or document ingood faith deemed by it to be genuine and correct and to have been signed or sent by the proper personor persons.

The Escrow Agent shall not be responsible or liable for any failure or delay in the performanceof its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstancesbeyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood;hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic;riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) orcommunications services; accidents; labor disputes; acts of civil or military authority or governmentalaction; it being understood that the Escrow Agent shall use commercially reasonable efforts which areconsistent with accepted practices in the banking industry to resume performance as soon as reasonablypracticable under the circumstances.

Section 7.03. Compensation. The Issuer has caused to be paid to the Escrow Agent, as a fee forperforming all of the services hereunder and for all expenses incurred or to be incurred by the EscrowAgent in the administration of this Agreement, the sum of Seven Hundred Fifty Dollars ($750.00) thereceipt and sufficiency of which are hereby acknowledged by the Escrow Agent. In the event that theEscrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees topay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the EscrowAgent for reasonable expenses incurred in connection therewith, and the Escrow Agent hereby agrees tolook only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow

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Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund forany fees for its services, whether regular or extraordinary, as Escrow Agent or in any other capacity, orfor reimbursement for any of its expenses.

Section 7.04. Successor Escrow Agents. The Escrow Agent may resign at any time upon thirtydays written notice to the Issuer. If at any time the Escrow Agent or its legal successor or successorsshould become unable, through operation of law or otherwise, to act as Escrow Agent hereunder, or if itsproperty and affairs shall be taken under the control of any state or federal court or administrative bodybecause of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the officeof Escrow Agent hereunder. In such event the Issuer, by appropriate resolution, shall promptly appointan Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by theIssuer within 60 days, a successor may be appointed by the holders of a majority in principal amount ofthe Refunded Bonds then outstanding by an instrument or instruments in writing filed with the Issuer,signed by such holders or by their duly authorized attorneys-in-fact. It in a proper case, no appointmentof a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section withinthree months after a vacancy shall have occurred, the holder of any Refunded Bond or the retiringEscrow Agent may apply to any court of competent jurisdiction to appoint a successor Escrow Agent.Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint asuccessor Escrow Agent.

Any successor Escrow Agent shall be a corporation or association organized and doing businessunder the laws of the United States or the State of Michigan, authorized under such laws to exercisecorporate trust powers, having an office and place of business in the State of Michigan, having acombined capital and surplus of at least $50,000,000 and subject to the supervision or examination byfederal or state authority.

Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and theEscrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shallimmediately execute and deliver an instrument transferring to such successor Escrow Agent, subject tothe terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon therequest of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writingfor more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights,powers and duties. If the Escrow Agent resigns or has been removed for cause, the Escrow Agent shallpay over to its successor Escrow Agent a proportional part of the Escrow Agent's fee hereunder.

Any banking association or corporation into which the Agreement may be merged, converted orwith which the Escrow Agent may be consolidated, or any corporation resulting from any merger,conversion or consolidation to which the Escrow Agent shall be a party, or any banking association orcorporation to which all or substantially all of the corporate trust business of the Escrow Agent shall betransferred, shall succeed to all the Escrow Agent's rights, obligations and immunities hereunderwithout the execution or filing of any paper or any further act on the part of any of the partied thereto,anything herein to the contrary notwithstanding.

ARTICLE VIIIMISCELLANEOUS

Section 8.01. Notice. Any notice, authorization, request, or demand required or permitted to begiven hereunder shall be in writing and shall be deemed to have been duly given when mailed byregistered or certified mail, postage prepaid addressed as follows:

To the Issuer:County of Cass120 North BroadwayCassopolis, MI 49031Attn: Treasurer

To the Escrow Agent:The Bank of New York MellonTrust Company, N.A.ATTN: Corporate Trust Services719 Griswold Street, Suite 930Detroit, MI 48226

The United States Post Office registered or certified mail receipt showing delivery of theaforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change theaddress to which notices are to be delivered by giving to the other party not less than ten (10) days priornotice thereof.

Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as describedherein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilitieshereunder to the Issuer, the holders of the Refunded Bonds or any other person or persons in connectionwith this Agreement.

Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer and theEscrow Agent and their respective successors and legal representatives, and shall inure solely to thebenefit of the holders of the Refunded Bonds, the Issuer, the Escrow Agent and their respectivesuccessors and legal representatives.

Section 8.04. Severability. In case any one or more of the provisions contained in thisAgreement shall for any reason be held to be invalid. illegal or unenforceable in any respect, suchinvalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but thisAgreement shall be construed as if such invalid or illegal or unenforceable provision had never beencontained herein.

Section 8.05. Michigan Law Governs. This Agreement shall be governed exclusively by theprovisions hereof and by the applicable laws of the State of Michigan.

Section 8.06. Time of the Essence. Time shall be of the essence in the performance ofobligations from time to time imposed upon the Escrow Agent by this Agreement.

Section 8.07. Execution in Counterparts. This Agreement may be executed in severalcounterparts, each of which shall be an original and all of which shall constitute but one and the sameinstrument.

Section 8.08. Preservation of Bondholders' Rights. This Agreement shall not be terminated noramended in any manner that would adversely affect the rights of the holders of the Refunded Bonds.

Executed as of the date first written above.

COUNTY OF CASS

ByIts Treasurer

THE BANK OF NEW YORK MELLON TRUSTCOMPANY, N.A.as Escrow Agent

ByIts

Section 8.07. Execution in Counterparts. This Agreement may be executed in severalcounterparts, each of which shall be an original and all of which shall constitute but one and the sameinstrument.

Section 8.08. Preservation of Bondholders' Rights. This Agreement shall not be terminated noramended in any manner that would adversely affect the rights of the holders of the Refunded Bonds.

Executed as of the date first written above.

COUNTY OF CASS

ByIts Treasurer

THE BANK OF NEW YORK MELLON TRUSTCOMPANY, N.A.as Escrow Agent

By 11(Attlank. Its V

EXHIBIT A

DESCRIPTION OF THE REFUNDED BONDS

Michigan Transportation Fund Bonds, Series 2003

MATURITY DATE PRINCIPAL AMOUNT INTEREST RATEAugust 1, 2013 $135,000 3.500%August 1, 2014 $140,000 3.500%August 1, 2015 $150,000 3.600%August 1, 2016 $155,000 3.750%August 1, 2017 $160,000 4.000%August 1, 2018 $170,000 4.000%August 1, 2019 $175,000 4.000%August 1, 2020 $185,000 4.125%August 1, 2021 $190,000 4.200%August 1, 2022 $200,000 4.250%August 1, 2023 $210,000 4.300%August 1, 2024 $220,000 4.300%August 1, 2025 $230,000 4.400%August 1, 2026 $245,000 4.500%August 1, 2027 $255,000 4.750%

The bonds are callable on October 1, 2012 at a redemption price of par plusaccrued interest.

EXHIBIT B

ESCROW FUND REQUIREMENTS

Date Principal Interest Total 10/01/2012 $2,820,000 $58,488.13 $2,878,448.13

EXHIBIT C

ESCROWED SECURITIES

Type of Maturity Par Interest TotalSecurity Date Amount Rate CostSLGS 10/1/12 $2,878,056 0.080% $2,878,056

EXHIBIT D

FORM OF NOTICE OF REDEMPTION

COUNTY OF CASSSTATE OF MICHIGAN

MICHIGAN TRANSPORTATION FUND BONDS. SERIES 2003

NOTICE IS HEREBY GIVEN that the County of Cass, State of Michigan. hereby calls forredemption on October 1, 2012, that portion of the outstanding Michigan Transportation Fund Bonds, Series2003, dated May 1, 2003, maturing on October 1 in the years 2013 to 2027, inclusive, aggregating theprincipal sum of Two Million Eight Hundred Twenty Thousand Dollars ($2,820,000) more particularlydescribed as follows:

MATURITY DATE PRINCIPAL AMOUNT INTEREST RATE CUSIPAugust 1, 2013 $135,000 3.500% 147795 JN9August 1, 2014 $140,000 3.500% 147795 JP4August 1, 2015 $150.000 3.600% 147795 JQ2August 1, 2016 $155,000 3.750% 147795 JROAugust 1, 2017 $160,000 4.000% 147795 JS8August 1, 2018 $170,000 4.000% 147795 JT6August I, 2019 $175,000 4.000% 147795 JU3August 1, 2020 $185,000 4.125% 147795 JV1August 1, 2021 $190,000 4.200% 147795 JW9August 1, 2022 $200,000 4.250% 147795 JX7August 1, 2023 $210,000 4.300% 147795 JY5August 1, 2024 $220,000 4.300% 147795 JZ2August 1, 2025 $230,000 4.400% 147795 KA5August 1, 2026 $245,000 4.500% 147795 KB3August 1, 2027 $255,000 4.750% 147795 KC I

The bonds are callable at a redemption price of par plus accrued interest

Said bonds should be surrendered for redemption at the corporate trust office of The Bank of NewYork Mellon Trust Company, N.A., Detroit, Michigan (as successor to Fifth Third Bank, Michigan. GrandRapids, Michigan), as transfer agent, for payment on October 1, 2012, after which date all interest on saidbonds shall cease to accrue, whether said bonds are presented for payment or not.

COUNTY OF CASSSTATE OF MICHIGAN

By: 6_ktTreasurer

NOTE: HOLDERS WHO WISH TO AVOID 28% BACKUP WITHHOLDING SHOULD SUBMIT ACOMPLETED, SIGNED FORM W-9 WHEN PRESENTING SECURITIES FOR PAYMENT.

20,311,651.11101520-00025