HomeMy WebLinkAboutR-2012-013 Plan Restatement - Valic RESOLUTION R-2012-013
A RESOLUTION AUTHORIZING AND RATIFYING ADOPTION OF PLAN RESTATEMENT FOR
THE CITY OF RIVERSIDE, MISSOURI
WHEREAS, the City of Riverside, Missouri (hereinafter, the "Employer") established the
Section 457 (b) Deferred Compensation Plan (hereinafter, the "Plan"), effective October 22, 2003,
for the exclusive benefit of its employees and their beneficiaries; and
WHEREAS, a change to law requires certain amendments be made to the plan, effective
December 20, 2011; and
WHEREAS, the Board of Aldermen have determined it is in the best interest of the City to
authorize and adopt the plan restatement in substantially the same form as attached hereto as
Exhibit A;
NOW, THEREFORE, BE IT RESOLVED, by the Board of Aldermen of the City of Riverside,
Missouri, as follows:
THAT the Employer hereby amends, ratifies, and restates the Plan in the form of the Plan
attached hereto;
FURTHER THAT the City Administrator and city staff are hereby authorized to execute the
amendment and restatement of the Plan effective December 20, 2011 and take such other actions
reasonably necessary to carry out the intent of the plan restatement on behalf of the City.
PASSED AND ADOPTED by the Board of Aldermen and APPROVED by the Mayor of the
City of Riverside, Missouri, the 7`" day of February, 2012.
e � ��
� Mayor Kathleen L. Rose
ATTEST: .
' � �� °' _ .�.� ,
Robin Littrell, C ty Clerk
Approved as o Form:
nc T omp n, City Attorney
SPECIMEN
SECTION 457(b) DEFERRED COMPENSATION PLAN
GOVERNMENTAL EMPLOYERS
This specimen plan document (which includes bo[h an Adoption Agreement and a Basic Plan Document) is intended to meet
the requirements of an eligible deferced compensation plan under Section 457(b) of the Intemal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder, [hat is sponsored by a govemmental employer, as defined thereunder.
This dowment has not been approved by the Internal Revenue Service and is provided for consideration by the employer and
iu legal counsel. Modifications may be required depending on the specific facts and circumstances of the employer, including
any applicable state or local laws, rules or regulations regarding deferred compensation or retirement benefiu for govemmental
employees. VALIC cannot and does not provide legal or tax advice.
VL 16065 VER 10/2011 1 ot 21 1.1
ADOPTION AGREEMENT
SECTION 457(b) DEFERRED COMPENSATION PLAN
(Governmental)
The undersigned employer hereby adopts or restates, as applicable, this Plan. This Plan shall comprise both (1) this Adoption
Agreement and (2) the Basic Plan Document. Article and section references in this Adoption Agreement refer to articles and
sections of the Basic Plan Document unless otherwise indicated.
EmployerName: CITY OF RVERSIDE MIL�JLR
EmployerAddress: 74Sn NW VNION ROAD
RTVFRSinF MO 64150
Plan Name: �ECTION 45 7 fbl DFFPRRFD COMPENCATION PLAN
1. Plan Effective Date. ("Effective Date.") (Check oneJ
❑ This Plan is being es[ablished by the Employer as a new Plan, effective ,
� This Plan amends and restates [he Plan previously established by the Employer and is effective
Def mb r 0, 2011 The Plan was originally established by the Employer effective October 22 , 2003 .
2. Eligible Employees. (Check one:)
❑ All Employees shall be eligible to participate.
❑ The Employer, in its sole discretion, shall determine each Plan Year which Employees shall be eligible to
par[icipate in the Plan.
❑O All Employees shall be eligible to participate excent the following Employees (specify which Employees shall
not be allowed [o participate in the Plan):
Onlv full-time reaular emolovees are eliaible to oarticioate Emolovees NOT eliaible to oarticioate include. but
are not limited to temoorarv seasonal and oart-time emolovees
3. Roth ConUibutions. (Check one.)
❑O Designated Roth Contributions are not permitted, and Section 4.10 shall not apply to this Plan.
❑ Participants may make Designated Roth Contributions (as described in Section 4.10) in Iieu of or in addi[ion to
pre-tax Elective Deferral ConVibutions, effective , (insert date not earlier than the
later of January 1, 2011 or [he da[e of the Employer's resolu[ion adop[ing Designa[ed Ro[h Contributions).
4. Emolover ConVibutions. (Check one J No[e: Employer Contributions aze combined with Elective Deferral Contributions
and Designated Roth Contributions in applying the convibution limits described in Section 2.18.
❑O There shall be no Employer Contributions under this Plan.
❑ Discretionary Employer ConVibution. The Employer may, in its absolute discretion, make an Employer
Contribu[ion to the Plan, and may determine, in its absolute discretion, how any such Employer Contributioo
shall be alloca[ed among Plan Participan[s. This Discretionary Employer Contribution may be a matching or
non-matching contribution.
❑ FICA Opt-out Con[ribution. As described in Section 4.1 l, [he Employer shall make FICA Opt-out Conhibutions
(conhibutions other [han Elective Deferral Con[ribu[ions or Designated Roth Contributions) on behalf of [he
following Employees in lieu of paying/withholding FICA taaces for such Employees and in the amounts indicated
below (check applicable box �n fiIl in blanks for required contribution percentages):
❑ Ail Employees
❑ Part-time, seasonal and temporary Employees only
VL 16065 VER 10/2011 2 of 21 1.1
❑ Other (indicate which Employees shall be eligible for [he FICA Opt-out Contributions):
The required FICA Op[-out ConVibution shall consist of [he following types of con[ributions (which must total
7.5% or more of the ParticipanPs Compensation):
❑ Employer Contribution = % of Compensation
❑ Mandatory Employee Contribution = % of Compensation
❑ Other:
5. �. (Check one.)
❑O Yes, loans are allowed and Article IX shall apply to this Plan.
❑ No, loans are not allowed and Article IX shall not apply to this Ylan.
6. Unforeseeable Emergencv Withdrawals. (Check one.)
� Yes. Wi[hdrawals under Section 6.08 shal I be available under [his Plan. (Check one J
C] Withdrawals on account of an illness, aceident or need to pay For the funeral expenses oF the Participant's
primary Beneficiary shall be available effective the later of (a) August 17, 2006, (b) the original effective
date of the Plan or, if applicable, (c) pecem6er 20 , 2011 (insert date fhat this option was first
available, if such date was later than August 17, 2006).
❑ Withdrawals on account of an illness, accident or need to pay for funeral expenses of the ParticipanYs
primary Beneficiary shall not be available.
❑ No. Withdrawals under Section 6.08 shall not be available unde� this Plan.
7. Par[icinanYs Election [o Receive In-Service Distribution. A Participant may elect to receive an in-service distribution of
his account balance as described in Section 6.10. (Check one.)
❑ Yes, if the total amount payable to a Participant under [he Plan does not exceed the dollar amount under Code
Sectio� 4l1(a)(I l)(A) (currently �5,000).
❑x No. Section 6.10 shall nol apply [o this Plan.
8. Distribution without ParticjpanYs Consent. Small accounts of certain inactive Participants may be dishibuted without
[he Participant's wnsent as described in Section 6.1 L(Check one.)
❑ Yes, if the total amount payable to a Participant under the Plan does not exceed $1,000. Such amount will be paid
in cash to the Participan[.
❑O No. Section 6.11 shall not apply to this Plan.
9. Distributions to Individuals in Unifomied Services. (Check oneJ
❑x The Plan does not permit distributions to individuals who are deemed to have a Severance from Employment
solely on account of their performing services in the uniformed services and Section 6.13 shall not apply to
this Plan.
❑ Participants who are deemed to have a Severance from Employment on account of their performing services in
the uniformed services for a period of 30 days or more may elect ro receive a dishibution of all or a portion of
their Accouot (subject to the post-distribution restrictions described in Section 6.13).
10. In-plan Roth Conversions. (Check one J(Note: Employer cannot allow in-plan Roth conversions unless it also elects [o
allow Designated Roth Contributions under Section 3, above, of this Adoption AgreementJ
OO In-plan Roth conversions are not pertnitted, and Section 6.12 shall no apply to this Plan.
❑ Participants may convert certain pre-ta�c amounts to Roth contributions in an "in-plan" rollovedconversion
described in Section 6.12, but only if such amounts are currently distributable under the terms of the Plan,
effective , (insert date not earlier than the later of January I, 20ll or the date of the
Employer's resolution adopting in-plan Roth conversions).
VL 16065 VER 10/2011 3 of 21 7.1
1 I. Deductions from Distributions to EliEible Retired Public Safetv Officers. (Check one.)
❑ For distributions after December 31, 2006, an Eligible Retired Public Safety Oflicer may elect, pursuant to
Section 6.14, [o have up to 53,000 of the distribution deducted and paid directly to the provider of an accident or
health insurance plan or qualified bng-term care insurance plan.
�1 The Plan does not allow elections by Eligible Retired Public Safety Officers under Section 6.14.
l2. Non-s�usal Beneficiarv Rollovers. As described in Section 8.03, non-spousal Beneficiary rollovers are allowed after
December 31, 2006, unless elected othenvise below. (Note: Such distributions are required by law to be allowed after
December 31, 2009.)
❑ Non-spousal Beneficiary rollovers are no[ allowed prior to January l, 2010.
fxl Non-spousal Beneficiary rollovers are allowed effective Januarv 1 , 2007 (insert date not earlier than
January I, 2007 and not later than December 31, 2009).
t 3. R�ce uired Minimum DisVibutions for 2009. (Check one of the boxes in each of subsections (a) and (b) below. If none of
the boxes in a subsection is checked, the first option shall apply to the Plan.)
(a) For purposes of 2009 required minimum distributions:
Ixl This option retlects VALIC standard operations during 2009. The provisions of Section 6.05(a) apply
(Required Minimum Distributions continue in accordance with the terms of the Plan for Participanu or
Beneficiaries receiving installment payments unless such Participant or Beneficiary elects othenvise,
whereas Required Minimum Distributions are suspended for alI other Participants and Beneficiaries).
C 1 The provisions of Section 6.05(b) apply (Required Minimum Distributions continue in accordance with
the terms of the Plan for alI Participants and Beneficiazies, unless othenvise elected by a Participant or
Beneficiary).
f 1 The provisions of Section 6.05(c) apply (Required Minimum Dis[ributions continue in accordance with
the terms of the Plan for all Participants and Beneficiaries, but only Participants or Beneficiaries receiving
installment payments may elect otherwise).
f 1 Otlier:
rl Not applicable (Plan established as a new Plan after 2009). (Do not complete subsection (b) below.)
(b) For purposes of Section 6.05(d), the Plan will treat the following as eligible rollover distributions in 2009:
�7 This option retlects VALIC standard operations during 2009. A direct rollover option shall be offered only
for distributions that would be eligible rollover disuibutions without regard to Code Section 401(a)(9xH).
f 1 Eligible rollover distributions shall include 2009 Required Minimum Distributions and installment payments
that include 2009 Required Minimum Distributions.
�l Eligible rollover distributions shall include 2009 Requiced Minimum Distributions, but only if paid with an
additional amount that is an eligible rollover distribution without regazd to Code Section 40l(a)(9)(H).
14. Op[ional Benefit Accruals under HEART Act. (Check one.)
IXl The optional benefit accrual provisions described in Section 4.12 for individuals who die or become disabled
while performing qualified military service shall not apply.
�l The optional benefit accrual provisions described in Section 4.12 for individuals who die or become disabled
while performing qualified military service shall apply effective , (insert date
not earlier than first day of 2007 Plan Year).
I5. Governing Law. This Plan shall be consWed under the laws of the State/Commonwealth of Missouri
(insert State/Commonwealth). This PIan shall be subject to any applicable State, counry or bcal deferred compensation
rules and regulations.
VL 16065 VER 10/2011 4 of 21 1.1
The Employer hereby causes this Adoption Agreement to be executed by its duty authorized representative on the date
specified below.
Employer (Please Print): CITY OF RVERSIDE
( /� . � . � �
Employer'sSignature� ' � «- ' � `l �&/�2t
Name (Please Print): David L Blackburn
Title: Citv Administrator __ Date: Februarv 7. 2012
VL 16065 VER 10/2011 5 of 21 1.1
PARTICIPATION AGREEMENT
SECTION 457(b) DEFERRED COMPENSATION PLAN
(Governmental)
Complete this page only ijmore than one Employer will adopt this Section 457(b) Deferred Compensatioo Plan. Each
Participating Employer must execute a separate Participatlon Agreement.
fXl Check here if not applicable and do not complete this page.
The undersigned govemmental entity, by executing this Participation Agreement, elects to become a Participating Employer
in the Section 457(b) eligible deferred compensation plan identified in the accompanying Adoption Agreement and below (the
"Plan"), as if the Participating Employer were a signatory to the Adoption Agreement for the Plan. The Participating Employer
accepts, and agrees to be bound by, all of the elections made by the signatory Employer in [he Adoption Agreement for the Plan,
except as otherwise provided in this Participation Agreement.
1. EFFECTIVE DAT'E. (No[e: The Effective Date of the Participating Employer's adoption of the Plan cannot be earlier
than the original effective date of Ihe Plan, as adopted by [he signatory Employec If the Participating Employer is
adopting the Plan as a restatement of an existing governmental Section 457(b) plan of the Participating Employer,
the Effective Date of the Participating Employer's adoption of the Plan must not be earlier than [he later of (i) the
original effective date of the Participating Employer's existing Section 457(b) plan, (ii) the effective date of the most
recent restatement of the Plan by the signatory Employer, or (iii) the first day of the Plan Year that includes the date
the Participation Agreement is executedJ
The Effective Date of the Participating Employer's adoption of the Plan is: ,
2. NEW PLAN/RESTATEMENT. The Participating Employer's adoption of this Plan constitutes: (Check one J
❑ The adoption of a new governmental Section 457(b) plan by the Par[icipating Employer.
❑ An amendment and resta[emenl of a governmental Section 457(b) plan wrrently maintained by the Participating
Employer identified as [he and
having an original effective date of ,
The Participating Employer hereby causes this Participa[ion Agreement to be exew[ed by its duly autt�orized represen[ative on
the date specified below.
Plan Name (Please Print):
Participating Employer Name (Please Print):
Participating Employer's Signa[ure:
Name (Please Print):
Title: Date:
Acceptance by the Signatory Employer of the Adoption Agreement.
Signatory EmployerName (Please Prin[):
Signatory Employer's Sigc�ature:
Name (Please Print):
Title: Date:
VL 16065 VER 10/2011 6 of 21 1.1
BASIC PLAN DOCUMENT
SECTION 457 (b) DEFERRED COMPENSATION PLAN
(Governmental)
ARTICLE I. INTRODUCTION
This Plan is in[ended to be an eligible deferred compensation plan under Section 457 of [he Intemal Revenue Code of 1986, as
amended. The primary purpose of this Plan is to attract and retain qualified personnel by permitting them to provide for benefiu
in the event of their retirement or death. Nothing contained in this Plan shall be deemed to wnstitute an employment agreement
between any Participant and the Employer and nothing contained herein shall be deemed [o give any Participan[ any right to be
retained in the employ of the Employer.
ARTICLE II. DEFINITIONS
2.01 Account The accowt maintained for each Par[icipant reflecting the cumulative amount of each ParticipanPs Deferred
Compensation, including any income, gains, losses, or increases or decreases in market value attributable to the
investment of the ParticipanYs Deferred Compensation, and further reflecting any distributions to the Participant or
the Beneficiary and any fees or expenses charged against the ParticipanYs Deferred Compensation.
2.02 Adoption Agreement: The separate agreement which is executed by the Employer and sets forth the elective provisions
of this Plan as specified by the Employer.
2.03 AnnuityContract:IfselectedbytheEmployerasaninvesUnentoption,oneormoregroupfixed,variableorcombination
fixed and variable annuity contracts issued by The Variable Annuity Life lnsurance Company (VALIC) and approved
for sale in the Employer's state, or by another insurance company qualified to do business in the Employer's state,
which provide for periodic payments at regular intervals, whether for a period certain or during one or more lives, and
which are non-transferable.
2.04 Beneficiarv or Beneficiaries: The person or persons designated by the Participan[ in his Deferred Compensation
Agreement who shall receive any benefits payable hereunder in the event of the ParticipanYs death. If more than
one designated Beneficiary survives the Participant, payments shall be made equally to the surviving Beneficiaries,
unless othenvise provided in the Deferred Compensation Agreement. If no Beneficiary is designated in the Deferced
Compensation Agreement or if no designated Beneficiary survives the Participant, then the estate of the Participant
shall be the Beneficiary. However, a Participant may designate a contingent Beneficiary (or Beneficiazies) who shall
become the primary Beneficiaiy (or Beneficiaries) under this Plan in the event that no primary Beneficiary survives
the Par[icipant.
2.05 Code: The [nternal Revenue Code of 1986, as amended, and regulations thereunder.
2.06 Compensation: The amoun[ of compensation [hat would be payable [o a Participant by the Employer if no Deferred
Compensation Agreement were in effect to defer compensation under this Plan. The term Compensation includes
amounts that are excludable from an Employee's gross income and that are conVibuted by the Employer a[ the
Employee's election to a cafeteria plan, qualified transportation fringe benefit plan, a Section 40l(k) azrangement, a
SARSEP, a Sectioa 403(b) arrangement, a SIMPLE plan or another Section 457(b) plan of the Employec For years
beginning after 2008, Compensation shall include "differential wage payments," as that term is defined in Section 2.17
(Includible Compensation).
2.07 Deferred Compensation: The amount of Compensation othenvise payable to the PaRicipant that the Participant elects
to defer hereunder (as either pre-tax Elec[ive Deferral Contributions or aftervtax Designated Roth Contributions),
any amount credited to a Participant's Account by reason of a transfer under Section 8.OI, or any other amount that
the Employer agrees to credit to a ParticipanPs Account (as an Employer Contribution) and that does not exceed the
Ma�c'unum Limitation.
2.08 Deferred Compensation A r�eement An agreement entered into between a Participant and the Employer and any
amendments or modifications [hereof, which agreement shall fix the amount of pre-ta�c Elective Deferral and/or after-
tax Designated Roth Contributions, if applicable, thatthe Pazticipant elects to defer; specify the ParticipanYs investment
selection with respect to his Deferred Compensation; designare the Participant's Beneficiary or Beneficiaries; and
incorporate the terms, conditions, and provisions of this Plan by reference.
2.09 Desima[ed Roth Con[ribution: 1'he amoun[ of a Participant's Compensation tha[ he elects to defer to the Plan (as
Deferred Compensation) on an aftervtax basis.
VL 16065 VER 10/2011 7 of 21 1.1
2.I0 Elective Deferral Contribution: The amount of a Participant's Compensation that he elects to defer to the Plan (as
Deferred Compensation) on a pre-ta�c basis.
2.11 Eli�ible Retirement Plan: A plan described in Code Section 402(c)(8xB) to which an Eligible Rollover Distribution
may be transferred pursuant to Code Section 457(e)(16).
2.12 Eligible Rollover Distribution: A qualifying distribution to a Participant, or to a spousal Beneficiary of a deceased
Participant, that is described in Code Section 402(c)(4).
2.13 Emolovee: Any individual, wl�ether appoin[ed, elected or under contrac[, providing services for the Employer for
which compensation is paid. For years beginning after December 31, 2008, the term Employee also includes an
individual receiving "differential wage payments," as that term is defined in Sec[ion 2.17 (Includible Compensation),
from the Employer.
2.14 Elieible Emolovee: An Employee who, based on the Employer's elections in the Adoption Agreement, is eligible to
participate in the Plan.
2.15 Emolover: The entity identified in the Adoption Agreement, which entity is a State, political subdivision of a State, or
an agency or instrumentaliry of a State or political subdivision of a State.
2.16 Empioyer ConVibution: The amount (if any) Ihat the Employer contributes to the Plan (as Deferzed Compensation)
that does not reduce (on a pre-tax or an after-tax basis) the ParticipanYs Compensation for the Plan Year.
2.17 Includible Compensation: For a taxable yeaz, the ParticipanYs compensation, as defined in Code Section 415(c)(3),
for services performed for the Employer. For years beginning after 2008, Includible Compensation shall include
"differential wage payments," as defined in Code Section 3401(h)(2) (a payment by the Employer to an individual
with respect to any period during which [he individual is performing service in the uniformed services while on active
daty for a period of more than 30 days, and which payment represents all or a portion of the wages the individual
would have received from the Employer if the individual were performing service for the Employer). The amount of
Includible Compensation shall be determined without regard to any community property laws.
2.18 Maximum Limitation: The maximum amoun[ that may be deferred under this Plan (other than rollover amounts
described in Section 8.02) for the taxable year of a Participant. Such amount shall be either the Nortnal Limitation or
Catch-Up Limitation, whichever is applicable.
(a) Normal Limi[ation: The maximum amount deferced shall not exceed the lesser of the Applicable Dollar Amount
(as described in Section 2.18(c) below) or 100% of the ParticipanPs Tncludible Compensation, as adjusted by
Section 2.18(d) below. Notwithstanding the preceding provisions of this paragraph, for calendaz years prior
to 2002, the maximum a�nount deferred shall not exceed such limit or limiu in effect for the applicable year
pursuant to Code Sec[ion 457.
(b) Catch-Up Limitation: For each one of the last three (3) ta�cable years of a Participant ending before the ParticipanPs
attainment of Normal Retirement Age, the maximum amount defe�red for each such year shall be the lesser of:
Q) twice the Applicable Dollar Amount (as described in Section 2.18(c) below); or
(2) the sum of the Normal Limitation, plus that por[ion of the Normal Limitation not used in each of the prior
ta�cable years of the Participant commencing after 1978 in which (i) the Participant was eligible to participate
in this Plan or another eligible plan of the Employer, and (ii) compensation deferred under [his Plan (or such
other plan) was subject to the deferral limitations set forth in this section.
A Participant may utilize the Catch-Up Limitation only if the Participant has not previously utilized it with
respect to a different Normal Retirement Age under this Plan or any other plan.
For yeus prior to 2002, the limit under this paragraph (b) for any year shall no[ exceed $ I5,000.
(c) Aoolicable Dollar Amount: For contributions in 2006 and subsequent yeazs, the Applicable Dollar Amount shall
be $15,000 as adjusted for cost-of-living increases in accordance with Code Section 459(e)(15). The Applicable
Dollar Amount for the 201 I calendar year is $16,500 and for the 2012 calendaz year is $17,000.
(d) Coordination with Other Plans: For contribution years prior to 2002, the amount excludible from a ParticipanPs
gross income for any tanable year under this Plan or any other plan under Code Section 457(b) shall not exceed
$7,500 (as adjusted for cost-of-living increases in accordance with Code Section 457(e)(l5)) or such greater
amount allowed under paragraph (b) of this section, less any amount excluded from gross income under Code
Section 403(b), 402(e)(3), or 402(h)(I)(B) or (k), or any amount with respec[ to which a deduction is allowable
by reason of a conVibution to an organization under Code Section 501(c)(18).
VL 16065 VER 10/2011 8 of 21 1.�
(e) Aee-Based Catch-Uo Convibutions: In addition to any other limit set forth in this section, a Participant who will
attain age 50 in the calendaz year may contribute an additional 55,000 as adjusted for wst-of-living increases in
accordance with Code Section 414(vx2)(C). The Age-Based Catch-Up 1'vnitation for the 2011 and 2012 calendar
yeazs is $5,500.
(fl Coordinatio� of Catch-Up Contributions: A Participan[ may not u[ilize bo[h the Catch-Up Limitation and [he
Age-Based Catch-Up Conhibution in the same year. The Age-Based Catch-Up Contribution shall not apply for
any taxable year for which a higher Catch-Up Limitation applies.
(g) ExcessDeferrals:AnyamountdeferredinexcessoftheMauimumLimitationorAge-BasedCatch-UpContribution
shall be distributed to the Participant, with allocable net income, as soon as administratively practicable after the
Plan determines that the amount is an excess deferral. An excess deferral as a rosult of a failure to comply with the
individual limitation under Treas. Reg. Section 1.457-5 for a taxable year may be distributed to the Participant,
with allocable net income, as soon as administratively practicable after the Plan determines that [he amount is an
excess deferral.
2.19 Normal Retirement Aee: The age that determines the period dwing which a Participan[ may utilize the Catch-
Up Limitation of Section 2.18(b) hereundec A Participant's Normal Retirement Age shall be age 70'/n, unless the
Par[icipant has elected an altemative Normal Retiremen[ Age by written instrument delivered to the Employer prior to
Severance from Employment.
A ParticipanPs altemative Normal Retirement Age may not be earlier than the eazliest date that the Participant shall
become eligible to retire and receive unreduced ret'vement benefits under the Employer's defined benefit plan or money
purchase plan covering [hat Participant and may not be later than the calendar year in which the Participan[ a[tains
age 70%z. If the Participant will not be eligible to receive benefits under a defined benefit plan or money purchase plan
maintained by the Employer, the ParticipanPs Normal Retirement Age may not be earlier than attainment of age 65
and may not be later than the calendar yeaz in which the Participant attains age 70'/�.
IFthe Participant is a qualified police officer or firefighter as defined under Code Section 415(b)(2)(H)(ii)(q, then such
qualified police officer or firefighter may designate an altemative Normal Retirement Age that is between age 40 and
age 70'h.
Once a Participant has to any extent utilized the Catch-Up Limitation of Section 2.18(b), his Normal Retirement Age
may not be changed.
2.20 Participant: Any Eligible Employee who has enrolled in this Plan pursuant to the requirements ofARicle IV or who has
previously deferred compensa[ion under this Plan and who has not received a distribution of his entire benefit under
the Plan.
2.21 Plan Year: The 12-month period commencing each January Ist and ending on the following December 31st.
2.22 Severance from Emoloyment Termination of the ParticipanPs employment rela[ionship with the Employer. For
years after 2008, solely for purposes of the withdrawal restrictions of Code Section 457(d)(1)(A), an individual shall
be treated as having been severed from employment during any period the individual is performing service in [he
uniformed services, as described in Code Sec[ion 3401(h)(2)(A). For years prior to 2002, references in this Plan to
Severance from Employment shall mean severance of the Participant's employment with the Employer, within the
meaning of Code Section 402(ex4)(D)(i)(III), rather than termination of the ParticipanPs employment relationship
with the Employer.
223 Service Provider: The Variable Annuity Life Insurance Company (VALIC), VALIC Retirement Services Company or
such other entity as the Employer designates to perform administrative services under this Plan.
ARTICLE III. ADMINISTRATION
3.01 Plan AdminisGatoc This Plan shall be administered by [t�e Employer or one or more persons designated by the
Employec The Plan Administrator, if other than the Employer, shall act as the agent of the Employer in all matters
conceming the administration of this Plan. The Plan Administrator shall have full power to adopt, amend, and revoke
such rules and regttlations consistent with and as may be necessary to implement, operate and main[ain this Plan, to
enter into contracts on behalf of the Employer under this Plan, and to make discretionary decisions affecting the rights
or benefits of Participants under Sec[ion 6.08 of this Plan.
3.02 Emnlovee with AdminisVative Responsibilities. Any Employee who is charged with administrative responsibilities
hereunder may participa[e in the Plaa under ttie same [erms and condi[ions as apply to other Employees. However, he
VL 16065 VER 10/2011 9 of 21 7.1
shall not have the power to participate in any discretionary action taken with respect to his participation under Section
6.08 of this Plan.
3.03 AdministrativeServices.TheEmployermayenterintoanagreementwithaServiceProvidertoprovidenondiscretionary
administra[ive services under this Plan for the wnvenience of the Employer, including, but not limited [o, the
enrollment of Employees as Participants, the maintenance of Accounts and other records, the making of periodic
reports to Participants, and the disbursement of benefits to Participanu.
ARTICLE IV. PARTICIPATION IN THE PLAN
4.01 Particioant An Eligible Employee becomes a Participant when he has exewted and en[ered into a Deferred
Compensation Agreement with the Employer. An Eligible Employee is not precluded from becoming a Participant
by reason of having received a pre-199 7 cash-out disVibution (upon sepazation from service) of $3,500 or less from a
Code Sec[ion 457(b) plan.
4.02 Enrollmen[ in the Plan. An Eligible Employee may elect to defer Compensation for a calendar month by entering into
a Deferred Compensation Agreement before the first day of the month in which the Compensation is paid or made
available. A new Eligible Employee may defer Compensation payable in the calendaz monN� which includes the first
day of employmen[ by entering in[o a Deferred Compensation Agreement on or before [he first day of employment.
4.03 Minimum Deferral Amount. At the time of entering into or amending a Deferred Compensation Agreement
hereunder, an Eligible Employee or Participant mus[ agree to defer a minimum periodic amount as specified by the
Plan Administrator.
4.04 Change in Amount of Deferred Comoensation or Beneficiary. A Participant may not amend or modify an executed
Deferted Compensation Agreement to change the amount of Deferred Compensation except with respect to
compensation to be earned in the subsequen[ calendar month and provided tha[ no[ice is given prior [o the beginning
of the montti for which such change is ro be effective. The Employer may suspend a ParticipanPs Elective Deferral
Contributions and/or Designated Ro[h Contribu[ions for up to 6 montt�s in the event a Participant takes a hardship
disVibution from the Employer's Section 401(k) plan or Section 403(b) artangement if required under the terms
of such plan or arrangemenc A Participant may change the Beneficiary designated in his Deferred Compensation
Agreement at any time by giving written notice to the Plan Administrator.
4.05 Revocation of Deferred Comnensation Aereement A Participant may revoke his Deferred Compensation Agreement
and his Compensation shall be restored in the subsequent calendar month, by giving notice to the Employer prior [o
[he beginning of the month for which such revocation is to be effec[ive.
4.06 New Deferred Compensation A�reement Upon Retum to Service or After Revocation. A Par[icipant who returns to
ac[ive service with the Employer after a Severance from Employmen[, or who has revoked his Defened Compensation
Agreemen[ under Section 4.05, may again become an active Participant by executing a new Deferred Compensation
Agreement with flie Employer prior to [he beginning of the calendar month for which it is [o be effective.
4.07 Leave of Absence: Other Absences. Compensation may continue to be deferzed under this Plan wi[ti respect to a
Participant who is on an approved leave of absence from the Employer wid� Compensation, and all of the rules of this
Article shalt appty with respect to making, amending or revoking any Deferted Compensation Agreement for such
a Participant.
4.08 Deferrals of Sick. Vacation. and Back Pay. Subject to approval of ttie Employer, an Eligible Employee or Participant
who has not had a Severance from Employment may elec[ to defer acwmulated sick pay, accumulated vacation pay,
and back pay under this Plan in accordance witt� the requiremenu of Code Section 457(b). These amounts may be
deferred for any calendar month only if an agreement providing for the deferral is entered into before the beginning
of the month in which [he amounts would otherwise be paid or made available and Hie Participan[ is an F.mployee on
the date the amounts would o[herwise be paid or made available.
4.09 Deferrals of Amounts Paid After Severance from Emolovment. Subject to the approval oF the Employer:
(a) An Eligible Employee or Participant may elect to defer certain amoun[s that are paid after Severance from
Employment, but only if such amoun[s are
(1) paid by [he later of 2'/: months after Severance from Employmen[ or the end of [he calendaz year tha[
includes the da[e of Severance from Employment, and
(2) one of the following types of compensation:
VL 16065 VER 10/2011 70 of 21 1.7
(i) regular compensa[ion for services rendered by the Eligible Employee or Participant (including base
pay, overtime, shift differential, commission, bonus or other similar pay), so long as these amounts
would have been paid ro the Eligible Employee or Participant prior to termination of employment if the
Eligible Employee or Participant had not had a Severance from Employmenh, or
(ii) payments for accrued but unused sick, vacation or o[her leave, but only if the Eligible Employee or
Participant would have been able to use such leave if employment had continued.
(b) An Eligible Employee or Participant may also elect to defer amounts paid to the Eligible Employee or Participant
during periods when the F.ligible Employee or Participant is not performing services for the Employer by reason
of qualified military service (as that term is used in Code Section 414(u)(1)), but only to the extent those paymenu
do not exceed the amount the Eligible Employee or Participant would have received if the Eligible Employee or
Participant had continued to perform services for the Employer rather than entering qualified military service.
(c) An Eligible Employee or Participant may also elec[ [o defer amounts paid to the Eligible Employee or Participant
during a period when the Eligible Employee or Participant is no[ perfortning services for the Employer because
the Eligible Employee or Participant is perrnanently and totally disabled (as that term is defined in Code Section
22(e)(3)), so long as either.
Q) the Eligible Employee or Participant was not a highly compensated employee (as defined in Code Section
414(q)) immediately before becoming permanently and totally disabled, or
(2) the plan under which the disability payments are made provides for payments to all Eligible Employees or
Participants who are permanently and totally disabled for a fixed or determined period.
4.10 Desienated Roth Contributions. If elected by the Employer in the Adoption Agreement, the Participant may designate
that all or a portion of his/her elective contributions to the Plan be treated as aftervtax Roth contributions (referred to
herein as "Designated Roth ConVibutions"). Such designation must be made before the date upon which the amounts
designa[ed would otherwise have been payable to the Participant (but for the election to defer), and such designation
must be irrevocable on and after that date. Designated Roth ConVibutions (and the eamings thereon) shall be accounted
for separa[ely from all other contributions to the Plan (including rollovers of Roth contributions from other plans
and in-plan Roth wnversions) and [he eamings on those contributions. If a Participant takes a distribution of less
than 100% of his Account (including an In-Service Distribution or an Unforeseeable Emergency Withdrawal), the
Participant may designate whether such distribution shall be made from the ParticipanYs pre-tax Elective Defertal
Contributions or after-ta�c Designated Roth Contributions.
4.11 Emolover Contributions. If elected by the Employer in the Adoption Agreement, the Employer may/shall make
contributions (that are not part of the ParticipanPs Compensation) to the Plan as additional Deferred Compensation.
Employer contributions may, but need not, be accounted for separately from Employee pre-[ax Elective Deferral
Contributions, but shall be accounted for separately from Designated Roth Contribu[ions, amounts converted to Roth
conUibutions through an in-plan Roth conversion, and rollover contributions (whether from a non-Roth account
or a designated Roth account). If the Employer elects in the Adoption Agreement to make wntributions in lieu of
withholding/paying FICA [ases (hereinafter referred to as "FICA Opt-out ConVibutions") for some or all Participants
for a given pay period, such contributions must total at least 7.5% of the Participant's Compensation for the pay
period, and mus[ be 100% vested at all times. If the Employer requires Participan[s to make mandatory salary
reduction (i.e., pre-tax) wntributions to the Plan as a condition of employment (hereinafter referred to as "Employee
Mandatory Contributions"), such conVibutions shall be Vea[ed as Employer Contributions for all purposes under this
Plan (including the 7.5°/a of Compensation requirement for FICA Op[-out Contributions).
4.12 ComQliance with HEAR7' Act. In the case of a death occurring on or after January 1, 2007, if a Participant dies while
performing qualified military service (as defined in Code Section 4t4(u)), the Participant's Beneficiary is entitled to
any additional benefits (other than benefit accruals relating to the period of qualified military service), if any, provided
under the Plan as if the Participant had resumed employment and then terminated employmen[ on account of death.
If (and only i� the Employer elects in the Adoption Agreement, then effective as of the date elected in the Adoption
Agreement, the Plan shall treat an individual who dies or becomes disabled (as defined in Code Section 72(m)('I))
while performing qualified military service with respect to the Employer as iFthe individual had resumed employment
in accordance with the individuaPs reemployment rights under USERRA, on the day preceding death or disability
(as the case may be) and terminated employment on the actual date of death or disability. The Plan will de[ermine the
amount of Elective Deferral Contributions (or Designated Roth Contributions) of an individual Veated as employed
under this section for purposes of applying Code Section 414(u)(8)(C) on the basis of the individuaPs average actual
Elective Deferral Convibutions (or Designated Roth Contributions) for the lesser of (i) the 12-month period of service
VL 16065 VER 10/2011 11 of 21 1.1
with the Employer immediately prior to the qualified military service or (ii) the actual length of continuous service
with the Employer.
ARTICLE V. INVESTMENT OF DEFERRED COMPENSATION
5.01 Annuity Contracts and Other Plan Inves[ments. For [he parposes of satistying its obligation to provide benefits under
this Plan, [he Employer shall invest [he amount of compensa[ion deferred by each Participan[ in Annuity Contracts
and other Plan investments as specified in the Participanu' Deferred Compensation Agreements. Amounts deferced
under this Plan must be transferred to a trust, ws[odial account or annuity contract described in Section 5.02 within
a period that is not longer than is reasonable for the proper administration of the Participant Accounts. Respo�sibiliry
for the selection of investment alternatives for Plan assets shall be retained by the Employer, and the Employer
shall have the right to modify the selection of invesbnent alternatives from time to time. Howevey Participanu and
Beneficiazies may allocate amounts held in theirAccounts or otherwise credited for their benefit under the Plan among
the inveshnent alternatives selected by the Employer, and the Employer shall cause such amounts to be so allocated
within a reasonable time after the receipt of Participan[ instructions, or may instruct the issuer, trustee, or custodian to
accep[ such allocation instructions directly from Participan[s and Beneficiaries as representatives of the Employer.
SA2 Exclusive Benefit. Notwithstanding any provision ofthe Plan to the contrary, all amounts held under the Plan, including
amounu deferred and eamings or otk�er accumulations aaributable thereto, shall be held for the exclusive benefit of
Plan Participants and Beneficiaries (i) in annuity contracu or (ii) in Vust or in one or more custodial accounts pursuant
to one or more separate written insuvments. Any such annuiry contract, trust, or custodial account must satisfy the
requirements of Code Section 457(g)(1). The annuity contract, wst or wstodial account must make it impossible,
prior to the satisfaction of all liabilities with respect to Participants and their Beneficiaries, for any part of tt�e asseu
and income of the annuity contract, trust or wstodial account to be used for, or diverted to, purposes other than for
[he exclusive benefit of Participants and their Beneficiaries. For purposes of this sec[ion, the terms Participant and
Beneficiary shall also include contingent beneficiaries and/or spouses, former spouses, or children of Participanu
for whose benefit amounts are being held under the Plan pursuant to the terms of a domestic relations order which
has been recognized under the terms of the Plan. My discretionary authoriry reserved to the Employer (or to any
administrator or adminisVative committee) under tF�e Plan or under any investment held under the Plan, to die extent
[he exercise thereof would o[herwise be inconsisten[ with this section, shall be exercised for the exclusive benefi[ of
Plan Participants and Beneficiaries. Any issuer of an annuiry conVact or trustee or custodian of other investments
held under the Plan shall have no authority to pay any amounts from such Plan imeshnents to any creditor of the
Employey and shall have no duty to inquire in[o the validity of any request by the Employer or by an adminisVator or
administrative committee for distribution of amounts for the benefit of a Participant or a Beneficiary under the Plan.
5.03 Benefits Based on ParticioanPs Account Value. i'he benefits paid [o a Participant or Beneficiary pursuant W Article
VI of this Plan shall be based upon the value of the PaRicipa�Ps Account. In no event shall the Employer's liability to
pay benefiu exceed the value of the ParticipanYs Account, and the Employer shall not be liable for losses arising from
depreciation or other decline in the value of any invesunents acquired under this Plan.
5.04 Periodic Reports. Each Participant shall receive periodic reports, not less frequently than annually, showing the
then-cuTrent value of his Account.
5.05 Em�loyer-Directed Accounts. Nohvithstanding any provision of the Plan to the contrary, the Employer shall direct the
issuer, trustee or wstodian with resped to the investment of any contriUutions that are forwarded to the issuer, trus[ee
or custodian prior to the date on which the Participant or Beneficiary completes the necessary paperwork with the
issuer, trustee or wstodian (or takes such other action or actions as may be necessary) to direct the investrnent of such
amounts. This direction shall be effective only until such time as the Participan[ or Beneficiary exercises his right to
direct the investment of such amounts in accordance with the terms of [he Plan.
ARTICLE VI. BENEFITS
6.01 pistribution of Benefits. Ezcept as otherwise provided in this Article, a Participant's Account shall become distributable
upon a ParticipanYs attainment of age 70% or Severance from Employment. If the Participant has had a Severance
from Empbyment, the distribution of a Participant's Account shall commence no later than April lst of the calendar
year following the year of the ParticipanPs attainment of age 70'/:. Distributions shall be made in accordance with one
of the payment options described in Section 6.03.
6.02 Disvibution Procedures. The Employer may from time to time establish procedures for Participant distribution
elections, provided that such procedures are not inconsistent with the requirements of Section 6.01.
VL 16065 VER 10/2011 12 of 21 1.1
6.03 Pavment Options. A Participan[ (or a Beneficiary as provided in Sec[ions 6.06 or 6.07) may elect to have the value
of the ParticipanPs Account distributed in accordance with one of the following payment options provided that such
option is available under [he imestrnent and consistent with the requirements set forth in Section 6.04:
(a) life annuiry;
(b) life annuity with 6Q 120, or 180 monthty payments guazanteed;
(c) unit refund life annuiry;
(d) joint and last survivor annuiry (spouse only);
(e) lump sum;
(� term certain annuiry with 36, 48, 60, 72, 84, 96, 108, 120, 132, 144, 156, I68 or I80 monthly payments guaranteed;
(g) withdrawals for a specified number of years;
(h) withdrawals of a specified amount; or
(i) any other method of payment agreed upon between Participant and Employer and accepted by the investment
provider or Service Provider.
If a Participant fails to elect a payment option, any required payments shall be made under a payment option designated
by the Employer.
Notwithstanding the options above, any op[ion that involves a life contingency (or ajoint Iife contingency) shall only
be available under an Annuity Contract offered or obtained under the terms of the Plan.
6.04 Reauired Minimum Distributions.
(a) No payment option may be selected by the Participant (or a Beneficiary) unless it satisfies the requirements of
Code Sectio� 401(a)(9) and any additional Code limitations applicable to the Plan. The provisions of this section
shall apply for purposes of determining required minimum dis[ributions for calendar years beginning with the
2003 calendar yeaz. The requirements of this section shall take precedence over any inconsistent provisions
of the Plan. All disVibutions required under this section shall be determined and made in accordance with the
regula[ions uader Code Sec[ion 401(a)(9). Notwithstanding the other provisions of this section, disVibutions may
be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) ofthe Tax Equiry
and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of 7EFRA.
(b) The ParticipanYs entire interest shall be disVibuted, or begin to be distributed, to the Participant no later than the
ParticipanPs required beginning date. If the Participan[ dies before disVibutions begin, Ihe ParticipanPs entire
interest shall be distributed, or begin to be distributed, no later than as follows:
( I) [f the Participant's surviving spouse is the ParticipanYs sole designated Beneficiary, then unless the surviving
spouse elects to apply the 5-year rule (pursuant to subsection (�, below), disttibutions to the surviving
spouse shall begin by December 31 s[ of the calendar year immediately following the calendar year in which
the Participant died, or by December 3 I st of [he calendar year in which the Participant would have attained
age 70'/s, if later.
(2) If the ParticipanYs surviving spouse is not the ParticipanPs sole designated Beneficiary, then unless the
designated Beneficiary elects to apply the 5-yeaz rule (pursuant to subsection (�, below), distributions to
the designated Beneficiary shall begin by December 31 st of the calendar yeaz immediately following the
calendar year in which the Participant died.
(3) If there is no designated Beneficiary as of September 30th of the year following the year of the ParticipanPs
death, the ParticipanYs entire interest shall be disVibuted by December 31st of the calendar year containing
the fifth anniversary ofthe Participant's death.
(4) If the Participant's surviving spouse is the Participant's sole designated Beneficiary and the sun+iving spouse
dies after the Participant but before distributio�s to the surviving spouse begin, this subsection (b), other than
pazagraph (b)(1), shall apply as if the surviving spouse were the Participant.
For purposes of this subsection (b) and subsection (d), unless paragraph (b)(4) applies, dishibu[ions are
considered to begin on the ParticipanYs required beginning date. If paragraph (bx4) applies, distributions are
considered to begin on the date distributions are required to begin to the surviving spouse under paragraph
VL 16065 VER 10/2011 13 of 21 1.1
(b)(1). If distributions under an annuity purchased from an insurance company irtevocably commence to the
Participant before the ParticipanYs required beginning da[e (or to the ParticipanPs surviving spouse before the
date distributions are required to begin to the surviving spouse under paragreph (bx I)), the date distributions are
considered to begin is the date distributions actually commence.
Unless the ParticipanPs interest is distributed in the form of an annuity purchased from an insurance company
or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions
shall be made in accordance with subsections(c) and (d) of this section. If the Participant's interest is distributed
in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in
accordance with the requirements of Code Section 401(a)(9).
(c) During [he ParticipanPs lifetime, [he minimum amount that shall be distribured for each distribution calendar
year is the lesser of:
( I) the quotient obtained by dividing the Participant's account balance by the distribution period in the Uniform
Lifetime Table set forth in Section 1.401(a)(9}9 of the regulations, using the ParticipanPs age as of the
ParticipanYs birthday in [he disVibution calendar year; or
(2) if the ParticipanPs sole designated Beneficiary for [he distribution calendar year is the ParticipanPs spouse,
the quo[ient obtained by dividing the Participant's account balance by the number in the ]oint and Last
Survivor Table set for[h in Section 1.401(ax9)-9 of the regulations, using the ParticipanPs and spouse's
attained ages as of the ParticipanYs and spouse's birthdays in the distribution calendar year.
Required minimum disvibutions shall be determined under this subsection (c) beginning with the first distribution
calendar year and up to and including the distribution calendar year that includes the Participan['s date of death.
(d) Q) If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the
minimum amount that shall be dis Vibuted for each dis Vibution calendar year after the yeaz of the Participant's
death is the quotient obtained by dividing the ParticipanYs account balance by the longer of the remaining life
expectancy of the Participant or the remaining life expectancy of the Participant's designated Beneficiary,
detertnined as follows:
(a) The Participant's remaining life expectancy is calculated using the age of the Participant in the yeaz of
death, reduced by one for each subsequent yeaz.
(b) If the Participant's surviving spouse is the Participant's sole designated Beneficiary, the remaining life
expectancy of the surviving spouse is calculated for each disVibution calendar yeaz after the yeaz of
the ParticipanYs death using the surviving spouse's age as of the spouse's birthday in that year. For
distribution calendaz yeazs after the year of the surviving spouse's death, the remaining life expectancy
of the surviving spouse is calculated using the age of the surviving spouse as of [he spouse's birthday in
the calendar year of the spouse's death, reduced by one for each subsequent calendaz year.
(c) If the ParticipanPs surviving spouse is not the ParticipanYs sole designated Beneficiary, the designated
Beneficiary's remaining life expectancy is calculated using the age of [he Beneficiary in the year
following the yeaz of the Participant's death, reduced by one for each subsequent yeaz.
(2) If the Participant dies on or after [he date distributions begin and there is no designated Beneficiary as of
Sep[ember 30th oF [he year after [he year of the Participant's death, the minimum amount that shall be
distributed for each distribution calendar yeaz after the yeaz of the ParticipanPs death is the quo[ient obtained
by dividing the ParticipanPs accou�t balance by the ParticipanYs remaining life expectancy calwlated using
the age of the Participant in the year of death, reduced by one for each subsequent year.
(3) Except as otherwise elected (pursuant to subsection (�, below), if the Participant dies before the date
distributions begin and there is a designated Beneficiary, the minimum amount that shall be distributed for
each distribution calendar year after the year of the ParticipanYs death is the quotient obtained by dividing the
Participant's account balance by the remaining life expectancy of the ParticipanYs designated Beneficiary,
determined as provided in pazagraphs Q) and (2), above.
(4) If the Participant dies before the date distributions begin and there is no designated Beneficiary as of
September 30th of the year following the year of the Participant's dea[h, distribution of the ParticipanYs
entire inrerest shall be completed by December 31 st of the calendar year wntaining the fifth anniversary of
the Participan['s death.
VL 16065 VER 10/2011 14 ot 21 ��
(5) [f the Participant dies before the date distributions begin, the ParticipanYs surviving spouse is the
ParticipanYs sole designated Beneficiary, and the surviving spouse dies before distributions aze required
to begin to [he surviving spouse under paragraph (b)( I), [his subsection (d) shall apply as if the surviving
spouse were the PaKicipant.
(e) Definitions.
(I) "Designated Beneficiary" means the individual who is designated as the Beneficiary under Section 2.04 of
the Plan and is the designated Beneficiary under Code Section 401(a)(9) and Section L401(a)(9}l, Q&A-4,
of the regulations.
(2) "Distribution calendar yeaz" means a calendaz year for which a minimum distribution is required. For
distributions beginning before the ParticipanPs death, the first distribution calendar year is the calendar
year immediately preceding the calendar year tha[ contains the Participan['s required beginning date. For
distributions beginning after the ParticipanPs death, the first distribution calendar year is the calendaz year
in which distributions aze required to begin under subsection (b). The requ'ved minimum disVibution for the
ParticipanPs first disffibution calendar yeaz shall be made on or before the ParticipanPs requ'ved beginning
date. The required minimum distribution for other distribution catendar years, including the required
minimum disVibution for the distribution calendar year in which the ParticipanPs required beginning date
occurs, shall be made on or before December 31 st of that distribution calendaz year.
(3) "Life expectancy" means life expectancy as computed by use of the Single Life Table in Section 1.401(a)
(9)-9 of the regulations.
(4) "ParticipanYs account balance" means the account balance as of the last valuation date in the calendar year
immediately preceding the distribution calendar year (valua[ion calendar year) increased by the amount
of any contributions made and alloca[ed or forfeiNres alloca[ed to the account balance as of dates in the
valuation calendar year after the valua[ion date and decreased by distributions made in the valuation calendar
year after the valuation dare. The account balance for the valuation calendaz year includes any amounu rolled
over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if
distributed or transferred in the valuation calendar year.
(5) "Required beginning date° means April t st of the calendar year following the later of:
(a) the calendar year in which the Participant attains age 70Y,; or
(b) the calendar year in which the Participant retires.
(� Participants or Beneficiaries may elect, on an individual basis, whether the 5-year rule or the life expectancy rule
in subsections (b) and (d) applies to distributions after the death of a Participant who has a designated Beneficiary.
The election must be made no later than the earlier of September 30th of the calendaz year in which distribution
would be required to begin under subsection (b), or by September 30th of the calendar year which contains the
fifth anniversary of the ParticipanYs (or, if applicable, the surviving spouse's) death. If neither the Participant
nor [he Beneficiary makes an election under this pazagraph, distributions shall be made in accordance with
subsections (b) and (d).
6.05 2009 Reouired Minimum Distributions ("RMDs"l.
(a) Continuation of RMDs for Pa*Sicipants Receivi�y Installment Pavmenu Unless Othenvise Elected by the
P� icipanY Susoension of RMDs for All Other Particinants. This paragraph applies if elected by the Employer in
[he Adoption Agreement or if no election is made by the Employer in the Adoption Agreement. Nohvithstanding
the provisions of Code Section 40l(a)(9)(H), a Participant or Beneficiary who would have been required to
receive required minimum distributions for 2009 but for the enactment of Code Section 401(a)(9)(H) ("2009
RMDs"), and who would have satisfied that requirement by receiving disVibutions that are one or more payments
in a series of installments (that include 2009 RMDs), will continue to receive those disVibutions for 2009 unless
the Participant or Beneficiary chooses not to receive such distributions. Participants and Beneficiaries described
in [he preceding sentence will be given the opportunity to elect not to receive the distributions that include 2009
RMDs. For all other Participants and Beneficiaries, the requirement to receive the 2009 RMD shall be suspended
in accordance with Code Section 40l(ax9xH).
(b) ContinLation of RMDs for All Participants Unless Otherwise Elected bv the Participant This paragraph applies
if elected by the Employer in the Adoption Agreement. Notwithstanding the provisions of Code Section 401(a)
(9)(H), a Participant or Beneficiary who would have been required to receive required minimum distributions for
2009 but for the enactment of Code Section 401(a)(9)(H) ("2009 RMDs"), and who would have satisfied that
VL 16065 VER 10/2011 15 of 21 1.1
requirement by receiving distributions that are either ( l) equal to the 2009 RMDs or (2) one or more paymenu
in a series of instalUnents (that include 2009 RMDs), will receive those distributions for 2009 unless the
Participant or Beneficiary chooses not to receive such distributions. Participants and Beneficiazies described
in the preceding sentence will be given the oppor[uniry to elec[ to stop receiving the distributions described in
the preceding sentence.
(c) Contineation of RMDs for All Partic4panu Unless Otherwise Elected by Participants Receivin� Installment
Disvibutions. This paragraph applies if elected by the Employer in the Adoption Agreement. Notwithstanding
the provisions oF Code Section 401(ax9xH), a Participant or Beneficiary who would have been required to
receive required minimum distributions for 2009 but for the enactment of Code Section 401(ax9)(I-I) ("2009
RMDs"), and who would have satisfied that requirement by receiving disVibutions that are either (1) equal to the
2009 RMDs or (2) one or more paymen[s in a series of instaliments (that include the 2009 RMDs), will receive
those distributions for 2009. However, Participants and Beneficiares receiving installments will be given the
opportunity to elect not [o receive the distributions that include 2009 RMDs.
(d) D'uec[ Rollovers. Notwithstanding the provisions of the Plan relating to required minimum distributions under
Code Section 401(ax9), and solely for purposes of applying the direct rollover provisions of the Plan, certain
additional distributions in 2009, as elected by the Employer in the Adoption Agreement, will be treated as
eligible rollover distributions. If no election is made by the Employer in the Adoption Agreement, Ihen a direct
rollover will be offered only for distributions that would be eligible rollover disVibutions without regard to Code
Section 401(a)(9)(H).
6.06 Post-Retirement Death Benefits. Should the Par[icipant die after he has begun to receive benefits under an annuity
payment option, the guaran[eed or remaining payments, if any, under the annuity payment option shall be payable to the
Participant's Beneficiary commencing with the first payment due after the death of the Participant. if the Beneficiary
does not continue to live for the remaining period of paymen[s under the annuity payment option, then the remaining
benefits under the annuity payment option shall be paid to the Beneficiary's beneficiary or, if none, the Beneficiary's
estate. Should the Participant die after he has begun to receive benefits under any other payment option, a death
benefit equal to the value of the ParticipanPs Account shall be payable to the Beneficiary. Such death benefit shall be
paid in a lump sum unless the Beneficiary elects a different payment option. Should the Beneficiary die before the
completion of payments under an annuity payment option or before distribution of the entire Participant Account,
then the value of the remaining payments under the annuity payment option, or the value of the Participant Account
in a lump sum, respectively, shall be paid to the Beneficiary's beneficiary or, if none, the Beneficiary's estate.
Payment to the Participant's Beneficiary under this section must comply with Code Section 401(a)(9), and with any
additional Code limitations applicable to the Plan. In no event shall the Employer be liable for any payments made
in the name of the Participant or a Beneficiary before the Employer or i[s agent receives proof of the death of the
Participant or Beneficiary.
6.07 Pre-Ret'vement Death Benefits. Should the Participant die before he has begun to receive benefits under Section 6.01,
a death benefit equal to the value of the ParticipanYs Account shall be payable to the Beneficiary. Such death benefit
shall be paid in a lump sum unless the Beneficiary elects a different payment optioa Payment to the ParticipanPs
Beneficiaty must comply with Code Section 401(a)(9), and with any additional Code limitations applicable to the
Plan. Should the Beneficiary die before the completion of payments under an annuiry payment option or before
disVibution of the entire PaRicipant Account, the value of the remaining payments under the annuity payment option,
or the value of the Participant Account in a lump sum, shall be paid to the Beneficiary's beneficiary or, if none, the
Beneficiary's es[ate.
6.08 Unforeseeable Emergencv Withdrawals. If the Employer so elec[s in the Adop[ion Agreement, then in the event of an
unforeseeable emergencg a Participan[ may apply to the Employer to receive that part of the value of his Account that
is reasonably needed to satisfy the emergency need (including any amo�nts that may be necessary to pay any federal,
state or local income taxes or penalties reasonably anticipated to result from the disVibution). If such application
for withdrawal is approved by the Employer, the Employer shall direct the issuer, Irustee or cus[odian to pay [he
Participant such value as the Employer deems necessary to meet the emergency need.
The regulations under Section 457(d)QxA)(iii) of the Code define an unforeseeable emergency as a severe financial
hardship of the Participant or Beneficiary resulting from an illness or accident of the Participant or Beneficiary, the
ParticipanYs or Beceficiary's spouse, or the ParticipanYs or Beneficiary's dependent (as defined in Code Section
152, and, for taxable years beginning on or after January l, 2005, without regazd to Code Section 152(b)(1), (b)
(2), and (d)(1)(B)); loss of the Participant's or Beneficiary's properiy due [o casualty (including the need to rebuild
a home following damage to a home not othenvise covered by homeowner's insurance, e.g., as a result of a natural
VL 16065 VER 10/2011 16 ot 21 1�
disaster); or other similar extraordinary and unforeseeable cirwmstances arising as a result of evenu beyond the
conVOl of the Participant or Beneficiary. For example, the imminent forecbsure of or eviction from the ParticipanYs or
Beneficiary's primary residence may constitute an unforeseeable emergency. In addition, the need to pay for medical
expenses, including non-refundable deductibles, as well as for the cost of proscription drug medication, may constitute
an unforeseeable emergency. Finally, [he need to pay for the funeral expenses of a spouse or a dependent (as defined in
Code Section 152, and, for ta�cable years beginning on or after January 1, 2005, without regard to Code Section 152(b)
(1), (b)(2), and (dxl)(B)) of the Participant or Beneficiary may also constitute an unforeseeable emergency. Except as
otherwise specifically provided in this Section 6.08, neither the purchase of a home nor the payment of college tuition
is an unforeseeable emergency.
A distribution on account of an unforeseeable emergency may not be made [o the extent that such emergency is or may
be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the ParticipanPs
assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or by cessation of
deferrals under the Plan.
Unless otherwise elected in the Adoption Agreement, then effective as ofAugust 17, 2006, a Participant's unforeseeable
emergency includes a severe financial hazdship of the Par[icipant's primary beneficiary under the Plan, that would
constitute an unfareseeable emergency if it occurred with respect [o the ParticipanPs spouse or dependent as defined
under Code Section 152. For purposes of this section, a ParticipanYs "primary beneficiary under the Plan" is an
individual who is named as a Beneficiary under the Plan and has an unconditional right to all or a portion of the
Participant's account balance under the Plan upon the ParticipanPs death.
6.09 Transitional Rule for Annuity Pavment Option Elections. If [his Plan documen[ constitutes an amendment and
restatement of the Plan as previously adopted by the Employer and if a Participant or Beneficiary has commenced
receiving benefits under an annuiry payment option, that annuiry payment option shall remain in effect notwithstanding
any other provision of this Plan.
6.10 ParticipanPs Election to Receive In-Service DisVibutioa If the Employer so elects in the Adoption Agreement, a
Participant may elect to receive an in-service distribution of the total amount payable to him under the Plan if:
(a) such amount does not exceed the dollaz amount under Section 411(a)(1 I)(A) of the Code,
(b) no amount has been deferred under the Plan with respect to the Participant during the [wo-year period ending on
the date of the distribution, and
(c) there has been no prior distribution under the Plan to the Participant under this Section 6.10 or under Section 6.1 I.
6.1 I Disvibution without ParticipanYs Consent. [f the Employer so elects in the Adoption Agreement, the total amount
payable to a Participant under the Plan may be distributed to the Participant without his wnsent if:
(a) such amount does not exceed $1,000,
(b) no amount has been deferred under the Plan with respect [o the Participant during the two-year period ending on
the date of the distribution, and
(c) there has been no prior distribution under the Plan to the Participant under this Section 6.11 or under Section 6.10.
6.12 In-plan Roth Conversions. [f the Employer so elects in the Adoption Agreement, Padicipants may elect to comert
certain pre-ta�c Elective Defemal Contributions, Employer Contributions or rollover contributions to after-ta�c Roth
contributions in an in-plan (taacable) conversion. Such conversion shall be accomplished through a direct rollovet from
the Participant's applicable pre-tax account to his Roth conversion account (such that there is no actual distribution
from the Plan). In-plan Roth conversions are expressly limited to amounts that are currently distributable to the
Participant under both Code Section 457(d)(1)(A) and the terms of the Plaa Rollover conuibutions made on or after
7anuary l, 2006 may be converted at any time. Amounts attributable to Elective Deferral Contributions or Employer
Contributions generally cannot be converted before the Participant has attained age 70'/z or has had a Severance from
Employment. If the Employer elects in the Adoption Agreement to allow in-service distribution of small, inactive
accounts, such amounts shall also be eligible for conversion under this section. All in-plan Roth conversions shall be
taxable to the Participant in the year of the conversion.
6.13 Distributions to Individuals Performing Service in Uniformed Services. If (and only i� elected by the Employer in [he
Adoption Agreement, a Participant who is deemed to have incurred a Severance from Employment on account of
performing services in the uniformed services (as defined in chapter 43 of title 38, United States Code) for a period
of active duty of more than 30 days may elect to receive a distribution of all or a portion of the Participant's Account
under the Plaa However, the Plan will not distribute the ParticipanPs Account without the ParticipanYs consent.
VL 16065 VER 10/2011 17 ot 21 1.1
[f the Participant elects to receive a distribution under this provision, the Participant may not make an Elective
Deferral Contribution or a Designated Roth Contribution to the Plan during the 6-month period beginning on the
date of the disVibution.
6.14 �lipible Reti�ed Public Safetv Officer Distribution Dedection Elec6on. Unless the Employer elects otherwise in the
Adoption Agreement, for distribu[ions in taxable years beginning after December 31, 2006, an "Eligible Retired Public
Safety Officer" may elect annually for that ta�cable year to have the Plan (i) deduct an amount from the distribution
which [he Eligible Retired Public Safety Officer otherwise would receive (and include in income) and (ii) pay such
deducted amounts directly to the provider of an accident or health insurance plan or qualified long-term caze insurance
contract. The amount deducted (and paid to the provider) may not exceed the lesser of $3,000 or the amount the
Participant paid for such taxable year for qualified healthcare premiums, and which otherwise complies with Code
Section 402(I). For purposes of this section: (i) an "Eligible Retired Public Safety Officer" is an individual who, by
reason of disabiliry or attainment of normal retirement age, has experienced a Severance from Employment as a Public
Safety Officer with the Employer, (ii) a"Public Safery Officer" has the same meaning as in Section 1204(9xA) of the
Omnibus Crime Control and Safe Streeu Act of 1968, and (iii) the term "qualified health insurance premiums" means
premiums for coverage for the Eligible Retired Public Safety Officey his spouse and dependenu, by an accident or
health plan or a qualified long-term care insurance contract (as defined in Code Section 7702B(b)).
ARTICLE VII. NON-ASSIGNABILITY
7.01 In GeneraL Excep[ as provided in Section 7.02, the interesu of each Participant or Beneficiary under the Plan aze not
subject to the claims of the ParticipanPs or Beneficiary's creditors; and no Participant or Beneficiary shall have any
right to commute, sell, assign, pledge, [ransfer or otherwise convey or encumber the right to receive any payments
hereunder or any in[erest under the Plan, which payments and interests are expressly declared to be non-assignable
and non-transferable.
7.02 Domestic Relations Orders.
(a) Allowance of Transfers: Notwithstanding Section 7.01, if a judgment, decree or order (including approval of a
property settlement agreemen[) that relates to the provision of child support, alimony paymen[s, or [he mari[al
proper[y righu of a spouse or fomier spouse, child, or other dependent of a Participant is made pursuant to a State
domestic relations law ("domestic relations order"), then the amount of the ParticipanYs Account shall be paid
in the manner and to the person or persons so directed in the domestic relations ordec Such payment shall be
made without regazd to whether the Participant is eligible for a distribution of benefits under the Plan. The Plan
Administrator shall es[ablish reasonable procedures for determining the sta[us of any such decree or order and for
effectuating dishibution pwsuant to the domestic relations ordec Where necessary to carry out the tertns of such
an order, a separate Account may be established with respect to the spouse, former spouse, or child who shall be
entitled to make investment selections with respect thereto in the same manner as the Participant.
(b) Release from C.iabilit�o Particj�: The Employer's liabiliry to pay benefits to a Participant shall be reduced
to the extent that amounts have been paid or set aside for payment to a spouse, former spouse, child, or other
dependent pursuant to paragraph (a) of this section. No such transfer shall be effectuated unless the Employer or
Service Provider has been provided with satisfactory evidence tha[ the Employer and the Service Provider are
released from any further claim by the Participant with respect to such amounts. The Participant shall be deemed
to have released the Employer and the Service Provider from any claim with respect to such amounts, in any
case in which (i) [he Employer or Service Provider has been served with legal process or otherwise joined in a
proceeding relating to such Vansfer, (ii) the Participant has been notified of the pendency of such proceeding in
[he manner prescribed by the law of the jurisdiction in which the proceeding is pending by service of process in
such action or by mail from the Employer or Service Provider ro the ParticipanYs last known mailing address,
and (iii) the Participant fails to obtain an order of the court in [he proceeding relieving the Employer or Service
Provider from the obligation to comply with the judgment, decree, or order. The Participant shall also be deemed
[o have released the Employer or Service Provider if the Participant has consented to the Uansfer pursuant to [he
terms of a property settlement agreement and/or a final judgment, decree, or order as described in pazagraph (a).
(c) ParticiQation in LeEal Proceedin¢s: The Employer and the Service Provider shall not be obligated to defend against
or seek to have set aside any judgment, decree, or order described in paragraph (a) or any legal order relating to the
gamishment of a Participant's benefits, unless [he full expense of such legal action is borne by the Participant. In
the event that the ParticipanYs action (or inaction) nonetheless causes the Employer or Service Provider to incur
such expense, the amount of the expense may be charged agains[ [he Participant's Account and thereby reduce
the Employer's obligation to pay benefits to the Participant. In the course of any proceeding relating to divorce,
separation, or chiid support, the Employer and Service Provider shall be authorized to the eutent permitted by
VL 16065 VER 10/2011 18 0121 1.1
applicable laws to disclose information relating to the ParticipanYs Account to [he ParticipanYs spouse, former
spouse, or child (including the legal representatives of the spouse, former spouse, or child), or to a court.
(d) Effective Apri16, 200I, a domestic relations order will not fail to be a domestic relations order Q) solely because
the order is issued after, or revises, another domestic relations order; or (2) solely because of the time at which
the order is issued, including issuance after the annuiry starting date or after the Par[icipanPs death. A domestic
relations order described in this paragraph is subject to the same requirements and protections that apply to
domestic relations orders.
ARTICLE VIII. TRANSFERS AND ROLLOVERS
8.01 Transfers. This Plan shall accept and allow transfers, pursuant to Code Section 457, of amounts deferred by an
individual under this Plan or another eligible deferred compensation plan meeting the requirements of Section 457(g)
of the Code, provided the conditions of this Section 8.01 are met.
(a) D'vected b�Individual Participant or Beneficiarv. A transfer from this Plan to another eligible govemmental
deferred compensation plan or from another eligible govemmental deferred compensation plan to this Plan
is pertnitted only if the transferor plan provides for transfers, the receiving plan provides for the receipt of
transfers, the Participant or Beneficiary whose amounts deferced aze being Vansferzed shall have an amount
deferred immediately after the transfer at least equal to the amount deferred with respect to that Participant or
Beneficiary immediately before the transfer, and in the case of a transfer for a Participant, the Participant whose
amounts deferred are being transfemed has had a severance from employmen[ with the transferring employer and
is performing services for the employer maintaining the uansferee plan. Upon the transfer of assets from this Plan
under this paragraph (a), the Plan's liability to pay benefits to the Participa�t or Beneficiary under this Plan shall
be dischazged to the extent of the amount so transferred for the Participant or Beneficiary.
Any such vansferzed amount shall not be Veated as a deferral subject to the limitations of Section 2.18, except
that, for purposes of apptying the limit of Section 2.18, an amount deferred during any ta�cable year under the plan
from which the transfer is accepted shall be treated as if it had been deferred under this Plan during such taxable
yeaz and compensation paid by the transferor employer shall be treated as if it had been paid by the Employer.
(b) Permissive Service Credit Transfers. Subject to any limitations imposed by an inveshnen[ provider, if a Participant
is also a participant in a tan-qualified defined benefit govemmental plan (as defined in Code Section 414(d)) that
provides for the acceptance of plan-to-plan transfers with respect to the Participant, then the Participan[ may elect
to have any portion of the Participant's Account uansferred to the defined benefit govemmental plan. A transfer
under this paragraph (b) may be made before the Participant has had a Severance from Employment.
A transfer may be made under this paragraph (b) only if the transfer is either for the purchase of permissive
service credit (as defined in Code Section 415(nx3xA)) under the receiving defined benefit govemmental plan or
a repayment to which Code Section 415 does not apply by reason of Code Section 415(k)(3).
8.02 Rollovers. A Participant may elect to roll an Eligible Rollover Disvibution to an Eligible Ret'vement Plan. The
Participant shall be provided with a description of available rollover rights and rules in advance of such a distributim.
A distribution that is an Eligible Rollover Distribution and that is paid in a form other than a rollover shall be subject
[o mandatory withholding of 20%, or such other mandatory withholding rate as may be imposed under the Code
from time to time. This Plan shall be permitted to accept a rollover distribution from an Eligible Retirement Plan
(including a distribu[ion from an IRA) to this Plan, subject [o any administrative restrictions imposed by the Plan or
by the investment provider. i'o the extent required under the Code, the Plan shall sepazately account for any rollover
contributions it receives. Rollover contributions to the Plan before January 1, 2006, shall be subject to the same
restrictions on distributions applicable to other amounts held under the Plan. Rollover contributions to the Plan on or
after January 1, 2006, shall not be subject to the same restrictions on distributions applicable to other amounts held
under the Plan, and such rollover contributions may be distributed at any time.
8.03 Non-s[wusal Beneficiarv Rollovers.
(a) For distributions after December 31, 2009, and unless otherwise elected in the Adoption Agreement, for
distributions behveen January l, 2007 and December 31, 2009, a non-spouse Beneficiary who is a"designated
beneficiary" under Code Section 401(a)(9)(E) and the regulations thereunder, may roll ovey by a direct trustee-
to-trustee transfer ("direct rollover"), all or any portion of his distribu[ion to an individual retirement account
the Beneficiary establishes for purposes of receiving the distribution. In order to roll over the distribution, the
disVibution othenvise must satisfy the definition of an Eligible Rollover Distribution.
VL 16065 VER 10/2011 19 of 21 1.1
(b) Although a non-spouse Beneficiary may roll over direcUy a distribution as provided in paragraph (a) above, any
distribution made prior to lanuary l, 2010, is not subject to the d'vect rollover requirements of Code Section 401(a)
(31) (including Code Section 401(a)(31)(B), the notice requirements of Code Section 402(� or the mandatory
withholding requiremenu of Code Section 3405(c)). If a non-spouse Beneficiary receives a distributio� from the
Plan, the disVibution is not eligible for an indirect "60-day" rollover.
(c) If the ParticipanYs named Beneficiary is a trust, the Plan may make a direct rollover to an individual retiremen[
account on behalf of the trust, provided the Wst satisfies the requiremenu to be a"designated beneficiary" within
the meaning of Code Section 401(a)(9xE).
(d) A non-spouse Beneficiary may not roll over an amount which is a required minimum distribution, as determined
under applicable Treasury regulations and other Internal Reverme Service guidance. If the Participant dies before
his required beginning date and the non-spouse Beneficiary rolls over to an IRA the ma�cimum amount eligible
for rollover, the Beneficiary may elect to use either the 5-yeaz rule or the life expectancy rule, pursuant to Section
1.401(a)(9)-3, A-4(c) of the regulations, in determining the required minimum distributions from [he IRA that
receives the non-spouse Beneficiary's distribution.
ARTICLE IX. LOANS
If the Employer so elects under the Adoption Agreemen[, loans shall be made available to all Participants on a
reasonably equivalent basis, but only to the extent permitted under the Annuity ConVact or other Plan investment and
the provisions of this Article. No loan shall be made available under this Plan unless it satisfies all of the requirements
of Code Section 72(p) and any other applicable regulatory guidance, including the limitations on the [o[al of a
Participant's non-taxable loans from alI plans of the Employer for ueatment as a ta�c-free loan. The making of loans
under this Plan shall be subject to written guidelines se[ forth in a separate documen[ (or under the Annuiry Contract),
which guidelines shall govem the availability, terms and procedures for Participants to obtain loans under this Plan.
The availability of loans under this Plan may be suspended, terminated or modified at any time.
ARTICLE X. AMENDMENT OR TERMINATION OF PLAN
10.01 Amendment or Termina[ion. The Employer may at any time amend this Plan or terminate this Plan and distribute the
Participanu' Accounts in conformity with the Code; provided, however, that such amendment or termination shall not
impair the rights of Participants or their Beneficiaries with respect to any compensation deferred before the date of the
amendment or termination of this Plan except as may be required to maintain the tas status of the Plan under the Code.
In the event tha[ the Plan is terminated, amounts deferred under the Plan (and all Plan assets) shall be dishibuted to all
Plan Participants and Beneficiaries as soon as administratively practicable after the termination of the Plan.
10.02 Amendment and Restatement of Previously Adopted Plan. [f this Plan document constitutes an amendment and
resta[ement of the Plan as previously adopted by the Employer, the amendments contained herein shall be effective as
of the Effective Date, and the terms of the preceding plan document shall remain in effect through such date.
ARTICLE XI. USERRA
An Employee whose employment is interrupted by qualified military service under Code Sec[ion 4l4(u) or who is
on a leave of absence for qualified military service under Code Section 414(u) may defer additional Compensation
upon resumption of employment with the Employer equal to the maximum amount of Compensation that could have
been deferred during that period if the Employee's empbyment with the Employer had con[inued (at the same level
of Compensation) without the interruption of leave, reduced by the amount of Compensation, if any, actually deferred
during the period of the interruption or leave. This right applies for five years following the resumption of emp(oyment
(or, if sooner, for a period equal to three times the period of the interruption or leave).
ARTICLE XII. MISTAKEN CONTRIBUTIONS
If any contribution (or any portion of a conVibution) is made to the Plan by a good faith mistake of fact, then within
one year after the payment of [he wntribution, and upon receipt in good order of a proper request approved by the
Plan Administratoy the amount ofthe mistaken conhibution (adjusted for any income or loss in value, if any, allocable
thereto) shall be retumed direcdy to the Participant or, to the e�ctent required or permitted by the Plan Administra[or,
to the Employer.
VL 16065 VER 10/2011 20 of 21 1.1
ARTICLE XIII. RELATIONSHIP TO OTHER PLANS
This Plan serves in addition to any other retirement, pension or benefit plan or system presently in existence or
hereinafter established.
ARTICLE XIV. PARTICIPATING EMPLOYERS
14.01 Adoption of Plan. With the consent of the Employer, the Plan may be adopted by any other govemmental entity
described in Code Section 457(exl)(A), and each such adopting entity shall be known as a Participating Employer.
Such adop[ion of the Plan shall be evidenced by completion of a Participation Agreement signed by both the Employer
and the Participa[ing Employer.
14.02 Participatin�Emoloyer's Plan. Each Participating Employer shall be treated as the sponsor of its own separate
govemmental Code Section 457(b) eligible deferred compensation plan, subject to the terms and conditions of this
Plan document. Accordingly, although the assets of the Plan may be held in a single trvst (or azmuity contract or
custodial account that is treated as a Wst), the assets a[tributable to the Employer and to each Participating Employer
shall be accounted for separately. Except as provided below, wherever a right or obligation is imposed upon the
Empbyer by the terms of the Plan, the same shall extend to each Participating Employer under the Plan, and shall be
sepazate and distinct &om that imposed upon the Employer.
I4.03 Participating Employer's Partic' at�n. Except as otherwise provided below, it is the intention of the Employer that
each Participating Employer shall be a party to [he Plan and shall6e treated in all respec[s as the Employer thereunder,
with its employees to be considered as Employees or Participants, as the case may be, under the Plan. However, the
participation of a Participating Employer in the Plan shall in no way diminish, augment, modify, or in any way affect
the rights and duties of the Employer or its Employees under the Pla��.
14.04 Severance from Employment. For purposes of Section 2.22 (Severance from Employment), the term Employer means
the govemmental entity that the Participant was employed by (or under contract with) at the time of his termination
of employment.
14.05 Plan Adminisvatoc For purposes of Article III (Administration), each Participating Employer shall serve as (or
appoint another person to serve as) the Plan Adminishator of such Participating Employer's plan. Each Participating
Employer (or the person designated by such Participating Employer as the Plan Administrator of tha[ Participating
Employer's plan) shall have full power [o adopt, amend, and revoke such rules and regulations consistent with and as
may be necessary to implement, operate and maintain its participation in the Plan and to make discretionary decisions
affecting the rights or benefits of its own Participants under the Plan.
14.06 Investmencs and Adminisvative Services. Only the Employer shall have the right to enter into contracts or agreements
with investment providers or other companies providing administrative services to the Plan. The Employer shall act
as the agent of each Participating Employer with respect to such invesunent contracts and/or services agreements.
The Employer's choice of inveshnent and administrative service providers shall be binding on each Participating
Employer and, by signing the Participation Agreemen[, the Participating Employer agrees to be bound by the terms
and conditions of any such investment contracts and/or services agreements.
14.07 Amendment or Termination of the Plan. Onty the Employer shall have the right to amend or terminate the Plan under
Article X. The Employer's amendment or termination of the Plan shall be binding on each Participating Employer and,
by signing [he Participation Agreement, [he Participating Employer agrees [o be bound by the terms and conditions of
any such amendment or termination of the Plan.
14.08 Revocation of Participation. A Participating Employer may at any time (by written notice to the Employer) revoke
its participation in the Plan, in which case the Participating Employer must adopt its own plan document and provide
its own trust or other funding arrangement for the assets attributable to its Participants. If a Participating Employer
revokes its participation in the Plan, the Employer shall direct the Trustee of the Plan's Vust (and/or the issuer of any
annuiry contract or Uie custodian of any custodial account holding Plan assets) to transfer the Plan assets attributable to
the Participating Employer's Participants to such separate funding arrangement as soon as administra[ively practicable
following the Participating Employer's revocation of its participation in the Plan.
VL 16065 VER 10/2011 21 of 21 1.1