HomeMy WebLinkAboutR-2013-047 ICMA Retirement Corp. Deferred Comp Plan RESOLUTION NO. R- 2013-047
A RESOLUTION APPROVING PARTICIPATION IN THE ICMA RETIREMENT
CORPORATION DEFERRED COMPENSATION PLAN
WHEREAS, the City of Riverside employs individuals who provide valuable services to
the City; and
WHEREAS, the establishment of a deferred compensation plan for employees serves
the City's interest by assisting in the attraction and retention of competent personnel; and
WHEREAS, the City has determined that the establishment of a deferred compensation
plan to be administered by the ICMA Retirement Corporation, and to take loans from the Plan,
serves the above objectives.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI AS FOLLOWS:
THAT the Board of Aldermen ("Board") hereby adopts the ICMA Retirement Corporation
Deferred Compensation Plan and Trust, referred to as Appendix A; and
FURTHER THAT the City hereby approves the Declaration of Trust of the VantageTrust
Company, attached hereto as Exhibit B, intending this execution to be operative with respect to
any retirement or deferred compensation plan subsequently established by the City, if the
assets of the plan are to be invested in the VantageTrust Company; and
FURTHER THAT the assets of the Plan shall be held in trust, with the City serving as
Trustee, for the exclusive benefit of the Plan participants and their beneficiaries, and the assets
shall not be diverted to any other purpose; and
FURTHER THAT the City hereby agrees to serve as trustee under the Plan; and
FURTHER THAT the Plan will permit loans; and
FURTHER THAT the Director of Administration shall be the coordinator for this program;
shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation or the
VantageTrust Company; shall cast, on behalf of the City, any required votes under
VantageTrust Company; administrative duties to carry out the Plan may be assigned to the
appropriate departments, and is (or the Mayor) is authorized to execute all necessary
agreements with ICMA Retirement Corporation incidental to the administration of the Plan,
including but not limited to: Administrative Services Agreement, 457 Loan Administration
Agreement, Managed Accounts Service Agreement, Heart Act Amendment, IRA Agreement
Letter, and IncomeAdvantage Agreement; and
FURTHER THAT the Mayor, the City Administrator, the Director of Administration, the
City Attorney and other appropriate City officials are hereby authorized to take any and all
actions as may be deemed necessary or convenient to carry out and comply with the purpose of
this Resolution and to execute and deliver for and on behalf of the City all certificates,
instruments, agreements and other documents, as may be necessary or convenient to perform
all matters herein authorized.
�ASSED/� D ADOPTED by the Board of Aldermen of the City of Riverside, Missouri,
the �� —day of _`� 2013.
r -�c��
��
M yor Kathleen L. Rose
ATTEST:
, ���.e-�i'
Robin Littrell, City Clerk
.
� e ,
ADMINISTRATIVE SERVICES AGREEMENT
Between
ICMA Retirement Corporation
and
City of Riverside
Type: 457
Account#:307049
BS
Plan number 307049
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement"), made as of the day
of , 2013 (herein referred to as the "Inception Date"), between the Intemational
City Management Association Retirement Corporation (`[CMA-RC"), a nonprofit
corporation organized and existing under the laws of the State of Delaware, and the City
of Riverside (`Employer"), a City organized and existing under the laws of the State of
Missouri with an office at 2950 NW Vivion Road, Riverside, Missouri 64150.
RECITALS
Employer acts as public plan sponsor of a retirement plan ("Plad'), and in that
capacity, has responsibility to obtain administrative services and investment altematives
forthe Plan;
VantageTrust (the "Trust") is a group trust established and maintained i❑
accordance with New Hampshire Revised Statutes Annotated section 391:1 and Intemal
Revenue Service Revenue Ruling 81-100, 1981-1 C.B. 326, which provides for the
commingled investment of retirement funds held by various state and local govemmental
units for their employees;
ICMA-RC acts as investment adviser to VantageTrust Company, the Trustee of
the Trust
ICMA-RC has designed, and the Trust offers, a series of separate funds (the
"Funds") for the investment of plan assets as referenced in the Trust's principal
disclosure document, `Making Sound Investment Decisions: A Retirement Investment
Guide." ("Retirement Investment Guide").
The Funds are available only to public employers and only through the Trust and
ICMA-RC.
In addition to serving as investment adviser to the Trust, ICMA-RC provides a
range of services [o public employers for the operation of employee retirement plans
including, but not limited to, communications conceming investment alternatives,
account maintenance, account recordkeeping, investment and tax reporting transaction
processing, benefit disbursement, and asset management.
2
Plan number 307049
AGREEMENTS
1. Appointment of ICMA-RC
Employer hereby appoints ICMA-RC as Administrator of the Plan to perform all
nondiscretionary functions necessary for the administration of the Plan. The functions to
be performed by ICMA-RC shall be those set forth in Exhibit A to this Agreement.
2. Adoption of Trust
Employer has adopted the Declaration of Trust of VantageTrust Company and agrees to
the commingled investment of assets of the Plan within the Trust. Employer agrees that
operation of the Plan and the investment, management, and distribution of amounts
deposited in the Trust shall be subject to the Declaration of Trust, as it may be amended
from time to time and shall also be subject to terms and conditions set forth in disclosure
documents (such as the Retirement Investment Guide or Employer Bulletins) as those
terms and conditions may be adjusted from time to [ime.
3. Emp(over Duty to Furnish Information
Employer agrees to fumish to ICMA-RC on a timely basis such information as is
necessary for ICMA-RC to carry out its responsibilities as Administrator of the Plan,
including information needed to allocate individual participant accounts to Funds in the
Trust, and information as to the employment status of participants, and paRicipant ages,
addresses, and other identifying information (including tax identification numbers).
Employer also agrees that it will notify ICMA-RC in a timely manner regarding changes
in staff as it relates to various roles. This is to be completed through the online EZLink
employer contact options. ICMA-RC shall be entitled to rely upon the accuracy of any
information that is furnished to it by a responsible official of the Employer or any
information relating to an individual participant or beneficiary that is furnished by such
participant or beneficiary, and ICMA-RC shall not be responsible for any error arising
from its reliance on such information. ICMA-RC will provide reports, statements and
account information to the Employer through EZLink, the online plan administrative tool.
Employer is required to send in contributions through EZLink, the online plan
administration tool provided by ICMA-RC. Alternative electronic methods may be
allowed, but must be approved by ICMA-RC for use. Contributions may not be sent
through paper submittal documents.
To the extent Employer selects third-parry funds that do not have fund profile
information provided to ICMA-RC through our electronic data feeds from extemal
sources (such as Momingstar) or third party fund providers, the Employer is responsible
for providing to ICMA-RC timely fund investment updates for disclosure to Plan
participants. Such updates may be provided to ICMA-RC through the Employer's
investment consultant or other designated representative.
3
Plan number 307049
Failure to provide timely fund profile update information, including the source of the
information, may result in a lack of fund information for participants, as ICMA-RC will
remove outdated fund profile information from the systems that provide fund information
[o Plan participants.
4. Certain Representations and Warranties
ICMA-RC represents and warrants to Employer that:
(a) ICMA-RC is a non-profit corporation with full power and authority to
enter into [his Agreement and to perform its obligations under this
Agreement. The ability of 1CMA-RC to serve as investment adviser to the
Trust is dependent upon the continued willingness of the Trust for ICMA-
RC to serve in [hat capacity.
(b) ICMA-RC is an investment adviser registered as such with the U.S.
Securities and Exchange Commission under the Investment Advisers Act
of 1940, as amended. ICMA-RC Services, LLC (a wholly owned
subsidiary of ICMA-RC) is registered as a broker-dealer with the U.S.
Securities and Exchange Commission (`SEC") and is a member in good
standing with Financial Industry Regulatory Authority ("FINRA") and the
Securities Investor Protection Corporation ("SIPC").
(c) ICMA-RC shall maintain and administer the Plan in compliance with the
requirements for eligible deferred compensation plans under Section 457
of the Internal Revenue Code and other applicable federal law; provided,
however, that ICMA-RC shall not be responsible for the eligible status of
the Plan in the event that the Employer directs ICMA-RC to administer the
Plan or disburse assets in a manner inconsistent with the requirements of
Section 457 or otherwise causes the Plan not to be carcied out in
accordance with its terms. Further, in the event that the Employer uses its
own customized plan document, ICMA-RC shall not be responsible for
the eligible status of the Plan to the extent affected by terms i� the
Employer's plan document that differ from those in ICMA-RC's standard
plan document. ICMA-RC shall not be responsible for monitoring state or
local law or for administering the Plan in complia�ce with local or state
requirements unless Employer notifies ICMA-RC of any such local or
state requirements.
Employer represents and warrants to ICMA-RC that:
(d) Employer is organized in the form and manner recited in the opening
paragraph of this Agreement with full power and authority to enter into
and perform its obligations under this Agreement and to act for the Plan
and participants in the manner contemplated in this Agreement. Execution,
delivery, and performance of this Agreement will not conflict with any
4
Plan number 307049
law, rule, regulation or contract by which the Employer is bound or [o
which it is a party.
(e) Employer understands and agrees that ICMA-RC's sole function under
this Agreement is to act as recordkeeper and to provide administrative,
investment or other services at the direction of Plan participants, the
Employer, its agents or designees in accordance with the terms of this
Agreement. Under the terms of this Agreement, ICMA-RC does not
render investment advice, is not the Plan Administrator or Plan Sponsor as
those terms are defined under applicable federal, state, or local law, and
does not provide legal, tax or accounting advice with respect to the
creation, adoption or operation of the Plan and the Trust. iCMA-RC does
not perform any service under this Agreement that might cause ICMA-RC
to be treated as a"fiduciary" of the Plan under applicable law.
(� Employer acknowledges and agrees that ICMA-RC does not assume any
responsibility with respect to the selection or retention of the Plads
investment options. Employer shall have exclusive responsibility for the
Plan's investment options, including the selection of the applicable mutual
fund share class. Where applicable, Employer understands that the
VantageTrust Retirement Income Advantage Fund is an investment option
for the Plan and that the fund invests in a separate account available
through a group variable annuity contract. By entering into this
Agreement, Employer acknowledges that it has received the Important
Considerations document and the Retirement I�vestment Guide and that it
has read the information therein conceming the VantageTrust Retirement
Income Advantage Fund.
(g) Employer acknowledges that certain such services to be performed by
ICMA-RC under this Agreement may be performed by an affiliate or
agent of ICMA-RC pursuant to one or more other contractual
arrangements or relationships, and that ICMA-RC reserves the right to
change vendors with which it has contracted to provide services in
connection with this Agreement without prior notice to Employer.
(h) Employer acknowledges that it has received ICMA-RC's Fee Disclosure
Statement, prepared in substantial conformance with ERISA regulations
regarding the disclosure offeesto plan sponsors.
(i) Employer approves the use of its Plan in ICMA-RC external media,
publications and materials. Examples include press releases
announcements and inclusion of the general plan information in request
for proposal responses.
5
Plan number 307049
5. PaRicipation in Certain Proceedines
The Employer hereby authorizes ICMA-RC to act as agent, to appear on its behalf, and to
join the Employer as a necessary party in all legal proceedings involving the gamishment
of benefits or the transfer of benefits pursuant to the divorce or separation of participants
in the Plan. Unless Employer notifies ICMA-RC otherwise, Employer consents to the
disbursement by ICMA-RC of benefits that have been gamished or tra�sferred to a
former spouse, current spouse, or child pursuant to a domestic relations order or child
suppoR order.
6. Compensation and Pavment
(a) Plan Administration Fee. The amount to be paid for plan administration
services under this Agreement shall be 0.55% per annum of the amount of
Plan assets invested in the Trust. Such fee shall be computed based on
average daily net Plan assets in the Trust.
(b) Mutual Fund Services Fee. There is an annual charge of 0.15% assessed
against average daily net Plan assets invested in the TrusYs non-
proprietary Trust Series funds.
(c) Compensation for Management Services to the Trust, Compensation
for Advisory and other Services to The Vantagepoint Funds and
Payments from Third-Party Mutual Funds. Employer acknowledges
that in addition to amounts payable under this Agreement, ICMA-RC
receives fees from the Trust for imestment management services
fumished to the Trust. Employer further acknowledges that certain wholly
owned subsidiaries of ICMA-RC receive compensation for advisory and
other services fumished to The Vantagepoint Funds, which serve as [he
underlying portfolios of a number of Funds offered through the Trust. For
a Trust fund that invests substan[ially all of its assets in a third-party
mutual fund not affiliated with ICMA-RC, ICMA-RC or its wholly owned
subsidiary receives payments from the third-party mutual fund families or
their service providers in the form of 126-1 fees, service fees,
compensation for sub-accounting and other services provided based on
assets in the underlying third-party mutual fund. These fees are described
in the Retirement Investment Guide. [n addition, to the extent [hat third
party mutual funds are included in the investment line-up for the Plan,
ICMA-RC receives administrative fees from its third party mutual fund
settlement and clearing agent for providing administrative and other
services based on assets invested in third party mutual funds; such
administrative fees come from payments made by third party mutual funds
to the settlement and clearing agent.
(d) Redemption Fees. Redemption fees imposed by outside mutual funds in
which Plan assets are invested are collected and paid to the mutual fund by
ICMA-RC. ICMA-RC remits 100% of redemption fees back to the
6
Plan number 307049
specific mutual fund to which redemption fees apply. These redemption
fees and the individual mutual fund's policy with respect to redemption
fees are specified in the prospectus for the individual mutual fund and
referenced in the Retirement Investment Guide.
(e) Payment Procedures. All payments to ICMA-RC pursuant to this
Section 6 shall be made from Plan assets held by the Trust or received
from third party mutual funds or their service providers in connection with
Plan assets invested in such third party mutual funds, to the extent not paid
by the Employer. The amount of Plan assets held through the Trust shall
be adjusted by the Trust as required to reflect any such payments as are
made from Plan assets invested in [he Trust. in the event that the
Employer agrees to pay amounts owed pursuant to this section 6 directly,
any amounts unpaid and outstanding after 30 days of invoice to the
Employer shall be withdrawn from Plan assets held by the Trust.
The compensation and payment set forth in this section 6 is contingent upon the
Employer's use of ICMA-RC's EZLink system for contribution processing and
submitting contribution funds by ACH or wire transfer on a consistent basis over the
term of this Agreement.
7. Contribution Remittance
Employer understands that amounts invested through the Trust are to be remitted directly
to the Trust in accordance with instructions provided to Employer by ICMA-RC and are
not to be remitted to ICMA-RC. In the event that any check or wire transfer is inwrrectly
labeled or transferred to ICMA-RC, ICMA-RC may retum it to Employer with proper
instructions.
8. Indemnification
ICMA-RC shall not be responsible for any acts or omissions of any person with respect
to the Plan or related Trust, other than ICMA-RC in connection with the administration
or operation of the Plan. Employer shall indemnify ICMA-RC against, and hold ICMA-
RC harmless from, any and all loss, damage, penalty, liability, cost, and expense,
including without limitation, reasonable attomey's fees, that may be incurred by, imposed
upon, or asserted against ICMA-RC by reason of any claim, regulatory proceeding, or
litigation arising from any act done or omitted to be done by any individual or person
with respect to the Plan or related Trust, excepting only any and all loss, damage, penalty,
liability, cost or expense resulting from ICMA-RC's negligence, bad faith, or willful
misconduct.
9. Term
This Agreement shall be in effect and commence on the date all parties have signed and
executed this Agreement ("Inception Date"). This Agreement may be terminated without
penalty by either party on sixty days advance notice in writing to the other, provided
7
Plan number 307049
however, that the Employer understands and agrees that, in the event the Employer
terminates this Agreement (or replaces the VantageTrust PLUS Fund as an investment
option in its investment line-up), ICMA-RC retains full discretion to release Plan assets
invested in the VantageTrust PLUS Fund in an orderly manner over a period of up to 12
months from the date ICMA-RC receives written notification from the Employer that it
has made a final and binding selection of a replacement for ICMA-RC as administrator of
the Plan (or a replacement investment option for the VantageTrust PLUS Fund).
] 0. Amendments and Adiustments
(a) This Agreement may be amended by written instrument signed by the parties.
(b) ICMA-RC may amend this agreement by providing 60 days' advance written
notice [o the Employer prior to the effective date of such proposed amendment.
Such amendment shall become effective unless, within the 60-day notice period,
the Employer notifies ICMA-RC in writing that it objects to such amendment.
(c) The parties agree that enhancements may be made to administrative and
operations services under this Agreement. The Employer will be notified of
enhancements through the Employer Bulletin, quarterly statements, electronic
messages or special mailings. Likewise, if there are any reductions in fees, these
will be announced through the Employer Bulletin, quarterly statement, electro�ic
or special mailing.
11. Notices
All notices required to be delivered under this Agreement shall be in writing and shall be
delivered, mailed, e-mailed or faxed to the location of the relevant party set forth below
or to such other address or to the attention of such other persons as such party may
hereafter specify by notice to the other party.
ICMA-RC: Legal Department, ICMA Retirement Corporation, 777
North Capitol Street, N.E., Suite 600, Washington, D.C., 20002-4240
Facsimile; (202) 962-4601
Employer: at the office set forth in the first paragraph hereof, or to any
other address, facsimile number or e-mail address designated by the
Employer to receive the same by written notice similarly given.
Each such notice, request or other communication shall be effective: (i) if given by
facsimile, when transmitted to the applicable facsimile number and there is appropriate
con5rmation of receipt (ii) if given by mail or e-mail, upon transmission to the
designated address with no indication that such address is invalid or incorrect; or (iii) if
given by any other means, when actually delivered at the aforesaid address.
8
Plan number 307049
12. Complete Agreement
This Agreement shall constitute the complete and full understanding and sole agreement
between ICMA-RC and Employer relating to the object of this Agreement and correctly
sets forth the complete rights, duties and obligations of each party to the other as of its
date. This Agreement supersedes all written and oral agreements, communications or
negotiations among the paRies. Any prior agreements, promises, negotiations or
representations, verbal or otherwise, not expressly set forth in this Agreement are of no
force and effect.
13. Titles
The headings of Sections of this Agreement and the headings for each of the attached
schedules are for convenience only and do not define or limit the contents thereof.
14. Incomoration of Schedules
All Schedules (and any subsequent amendments thereto), attached hereto, and referenced
herein, are hereby incorporated within this Agreement as if set forth fully herein.
15. Governin�
This Agreement shall be govemed by and construed in accordance with the laws of the
State of Missouri, applicable to contracts made in that jurisdiction without reference to its
conflicts of laws provisions.
9
Plan number 307049
In Wimess Whereof, the paRies hereto certify that they have read and understand this
Agreement and all Schedules attached hereto and have caused this Agreement to be
executed by their duly authorized officers as of the Inception Date first above written.
CITY OF RNERSIDE
By Date -"� "�
ignature
�&t� I��n �.��s �, 1�� f�N o�=
Name and Title (Please Print) -�
INTERNATIONAL CITY MANAGEMENT ASSOCIATION
RETIREMENT CORPORATION
By
P � ��� � �'YV
An ela C. Montez
Assistant Corporate Secretary
Please retum fully executed contract to: New Business Unit
ICMA-RC
777 North Capitol Street NE
Suite 600
Washington DC 20002-4240
10
Plan number 307049
Exhibit A
Administrative Services
The administrative services to be performed by ICMA-RC under this Agreement shall be
as follows:
(a) PaRicipant enrollment services, including providing a welcome package and
enrollment kit wntaining instructions and notices necessaty to implement
the Plads administration. Employees will enroll online or through form.
ICMA-RC will provide an enrollment link through the general ICMA-RC
web site. Plan sponsor will also make available the online enrollment link in
their Intranet site or via email to new employees. Employer can also enroll
employees through EZLink.
(b) Establishment of participant accounts for each employee participating in the
Plan for whom ICMA-RC receives appropriate enrollment instructions.
ICMA-RC is not responsible for determining if such Plan participants are
eligible under the terms of the Plan.
(c) Allocation in accordance with paRicipant directions received in good
order of individual participant accounts to investment funds offered under
the Trust. Participants can complete allocations through I�vestor Services,
Voice Response System or through Account Access, the secure paRicipant
online system provided by ICMA-RC.
(d) Maintenance of individual accounts for participants reflecting amounts
deferred, income, gain or loss credi[ed, and amounts distributed as
benefits.
(e) Maintenance of records for all participants for whom participant accounts
have been established. These files shall include enrollment instructions
(provided to ICMA-RC through Account Access, EZLink or form),
beneficiary designation instructions and all other documents concerning each
participant's account, and if applicable, records of any transaction conducted
through the Voice Response Unit ("VRU"), Account Access or other
electronic means.
(� Provision of periodic reports to the Employer through EZLink.
Participants will have access to account information through Investor
Services, Voice Response System, Account Access and through quarterly
statements that can be delivered electronically through Account Access or
by postal service.
(g) Communication to participants of information regarding their rights and
elections under the Plan.
(h) Making available Investor Services Representatives through a toll-free
telephone number from 8:30 a.m. to 9:00 p.m. Eastem Time, Monday
through Friday (excluding holidays and days on which the securities
ll
Plan number 307049
markets or ICMA-RC are closed for business (including emergency
closings), to assist participants.
(i) Making available a toll-free number and access to VantageLine, ICMA-
RC's interactive VRU, and ICMA-RC's web site, to allow participants to
access certain account information and initiate plan transactions at any
time. Account access and VantageLine are normally available 24 hours a
day, seven days a week except during scheduled maintenance
periods designed to ensure high-quality performance. The scheduled
maintenance window is outlined at https://harperl .icmarc.ore/loein.isp
(j) Distribution of benefits as agent for the Employer in accordance with
terms of the Plan. Participants who have separated from service can
request distributions through Account Access or via form.
(k) Upon approval by the Employer that a domestic relations order is an
acceptable qualified domestic relations order under the terms of the Plan,
ICMA-RC will establish a separate account record for the alternate payee
and provide for the investment and distribution of assets held there under.
(I) Loans may be made available on the terms specified in the Loan Guidelines,
if loans are adopted by the Employec Participants can request loans through
Investor Services or Account Access.
(m) Guided Pathways — Participant Advice and Guidance may be made
available through a third party vendor on the terms specified on ICMA-
RC's website.
(n) ICMA-RC will determine appropriate delivery method (electronic and/or
print) for plan sponsor/participant communications and education based on
a number of factors (audience, effectiveness, etc.)
12
GTY OF
� RIVERSI �
Upstream from ordinary.
2950 NW Vivion Road
Riverside, Missouri 64150
AGENDA DATE: 2013-06-18
TO: Mayor and Board of Aldermen
FROM: Meredith Hauck, Director of Administration
RE: ICMA-RC
This resolution would provide an additional deferred compensation plan and IRA account for employees to
voluntarily participate in. The City currently offers a 475 plan through AIG/VALIC. That plan would continue
and employees would have the option to enroll in their choice of plans.
ICMA-RC is an independent, non-profit organization dedicated to serving public employees since 1972. They
offer a broad selection of investment opportunities, in addition to providing financial planning and education
services. ICMA-RC is geared especially to local governments and since a number of communities across the
country have ICMA-RC, it also allows individuals who change jobs within the industry the option to not have to
trensfer their retirement funds.
There is no financial impact to the City for offering ICMA-RC to our employees. All fees are paid by employees
who elect to enroll.
�=
457 Governmental Deferred
Compensation Plan & Trust ' ,
DEFERRED COMPENSATION PLAN AND TRUST
As Amended and Restaced Effective January 1, 2006
Article I. Purpose
Thc Employer hereby cstablishes and maintains the Employers lleferred Compensation Plan and Trust, hereafter referred to as
the "Plan. Thc Plan consists of the provisions set forch in this document.
The primary purpose of this Plan is to provide reuremrnt income and other deferred benefics to the Employees of the
Employer and the Employees' Beneficiazies in accordance with the provisions of Section 457 of the Internal Revenue Code of
1986, as arnendcd (the "Code").
This Plan shall be an agreemenc solely between the Employer and par[icipating Employees. The Plan and Trust forming a
part hereof are established and shall be maintained for the exdusive benefit of Pazticipants and their Beneficiaries. No part of
�he w�pus or income of che Trust shall rever[ to the Employer or be used for or diverted ro purposes other than the esclusive
benefit of Participants and their Beneficiaries.
Article II. Definitions
2.01 Account. The bookkeeping account maintained for each Participant reflecting the cumulative amount of the
Participant's Deferred Compensation, including any income, gains, losses, or increases or decreases in market
value atuibutable ro the Employer's investment of the Paz[icipant's Deferred Compensation, and fiirther reftecting
any distributions to the Participant or the Participant's Beneficiary and any fees or expenses charged against such
Participanc's DeFerred Compensation.
2.02 Accounting Date. Each husiness day that the New York Stock Exchange is open for trading, as provided in Section
6A6 for valuing the Tmsc's assets.
2.03 Administratot. The person or persons named in writing co carry out cettain nondiscretionary adminiscrative
functions under the Plan, as hereinaker described. The Employer may remove any person as Administrator upon 75
days' advance notice in writing to such person, in which case che Employer shall name another person or persons to
act as Administra[or. The Administrator may resign upon 75 days' advance no[ice in writing to [he Employer, in which
case the Employer shall name anocher person or persons to aa as Administrator.
2.04 Automa[ic Distribution Date. April 1 oFthe calendar year aker che Plan Ycar the Par[icipanc attains age 70�h or, iF
lacey has a Severance Event.
2.05 Btnefitiary. The person or persons designated by the Parcicipant in his or her Joinder Agreement who shall receive
any benefits payable hereunder in the event of the Panicipant's death. In the event that the Pazticipant names nvo
or more Beneficiaries, each Beneficiary shall be entided to equal shares of the benefits payable at the Pazticipant's
death, unless othe�wise provided in the Participant's Joinder Agreement. If no beneficiary is designaced in the Joinder
Agreemrnt, if the Designated Beneficiary predeceases the Pazdcipant, or if the designated Bene6ciary doa not
survive the Participant for a period of fifteen (15) days, then the estate of the Participant shall be the Beneficiary. If a
married Par[icipant resides in a community or marital propercy state, the Participant shall be responsible for obtaining
appropriate consent of his or her spouse in the event the Participant designates someone other than his or her spouse
u Beneficiary. The preceding sencence shall not apply with respect to a Deemed IRA under Artide IX.
2.06 Deemed IRA. A sepazate accoun[ or annuiry established under the Plan thac complies with che requirements of
Seaion 408(q) of the Code, the Income TaY Regulations thereunder, and any other IRS guidance.
1
- 2.07 Deferred Competisation. The atnount of Indudible Compensation otherwise payable to the Participanc which
thc Participant and the Employer mutually agree to defer hereunder, any amount credited to a Participant's Account
by reason oEa transfer under Section 6.09 or 61Q a rollover under Section 611, or any other amount which the
Empioyer agrees to credit to a Participant's Account.
2.08 Dollaz Limitation. The applicable dollar arnounc within the meaning of Section 457(b)(2)(A) of �he Code, as
adjusted For the cost-oE living in accordance with Seccion 457(e)(15) of the Code.
2.09 Employee. My individual who provides services For the Employer, whether as an employee of the Employer or as an
independent contraaor, and who hac heen designated by the Employer as eligihle to patticipate in che Plan.
2.10 Employet. l�i � 'V 1 I'r V e!"S �C'E'— , which is a political subdivision, agency or
instrumentality of he [State/Commonwealth] of S _ � , described in Section
457(e)(1)(A) oEthe Code.
2.11 457 Ca[ch-Up Dollaz Limitation. Twice the Dollar I.imitation.
212 Includible Compensation. Indudible Compensation of a Pazdcipant means "compensadon,° as defined in Section
415(c)(3) of che Code, for scrvices performed for the Employer. Indudible Compensation shall be decermined without
regard to any community property laws. For purposes of a Par[icipant's Joinder Agreement only and not Eor purposes
of che limi�ations in Atticle V, Includible Compensation shall indude pre-taz wntrihutions (excluding direa employer
contributions) to an integral part trust of the employer providing retiree health care benefics.
2.13 ]oinder Agreement. M agreement entered into he[wccn an Employee and the Employer, induding any
amendmenes or modificacions thereof. Such agreement shall fix the amount of Deferred Compensauon, specify a
preference among the investment alcema[ives designated by the Employer, designate the Employee's Beneficiazy or
Beneficiaries, and incorporate the terms, wnditions, and provisions of the Plan by reference.
2.14 Nortnal Limi[ation. The ma�cimum amount oFlleEerred Compensation for any Participant for any ta�cable year
(other than amounts referred to in Sections 6.09, 6.10, and 6.11).
2.1$ Not[ua� Retitement Age. Age 70�/z, unless the Pazticipant has elected an altemate Normal Retirement Age by
wrir[en instrument delivered co the Adminictrator prior to a Severance Event. A Participant's Normal Retirement Age
determines the period durinp, which a Participant may utilize the 457 Catch-Up Dollar Limitation of Section 5.02(b)
hereundec Once a Panicipant has to any extent utilized the catch-up limitation of Section 5.02(b), his Normal
Retiremenc Age may not be changed.
A Participant's alternace Normal Retirement Age may not be earlier chan che earliest date that the Participant will
become eligible to retire and receive immediate, unreduced retiremenc benefits under the Employer's basic defined
benefit retirement plan covering the Participant (or a money purchase pension plan in which the Participant also
participates if the Participant is not eligible to participate in a defined benefit plan), and may not be later than the dare
the Participant will attain age 70'h. If the Participant will not become eligible to receive brnefits under a basic defined
benefit retirement plan (or money purchase pension plan, if applicable) maintained by the Employer, the Patticipant's
alternate Normal Retirement Age may not be earlier than 65 and may not be Iater chan age 70�h. In no event may a
Panicipan['s normal retirement age be different chan che normal recirement age under the Employer's other 457(b)
plans, if any.
In the event [he Plan haz Pazticipan[s that include qualified police or firefighters (as defined under Section 415(b)(2)
(H)(ii)(I) of [he Code), a normal reurement age may be designaced Eor such qualified police or firefighters that is not
eazlier than age 40 or later than age 70�h. Altematively, qualified police or firefighters may be permitted ro designate a
normal reciremenc age that is between age 40 and age 70�h.
2
2.16 Par[icipant. Any Employee who has joined the Plan pursuant to che requirements of Artide N. For purposes of
seaion 6.11 of the Plan, the rerm Patticipant includes an employee or former Employee of the Employer who has not
yet received all of the paymenu of benefits to which he/she is entided under the Plan.
2.17 Percen[age Limitatioa 100 percent of che participant's Includible Compensation available �o be contributed as
Deferred Compensacion for thc ta�cable year.
2.18 Plan Yeaz. The calendar year.
219 Retirement. The first date upon which both of the following shall have occurred with respect ro a participanr.
Severance Event and attainment of age 65.
2.20 Sevetance Event. A severance oF[he Participant's employmen[ with the Employer within [he meaning of Seaion
457(d)(1)(A)(ii) of the Code.
In general, a Patticipant shall be deemed to have experienced a Severance Event for purposes of this Plan when, in
accordance with the established practices of the Employer, the employment relationship is considered to have actually
terminated. In the case of a Participant who is an independenc contractor of the Employer, a Severance Event shall be
dcemed co have occurred when the Patticipant's concraa under which services are performed has completely expired
and rerminated, there is no foreseeable possibiliry that che Employer will renew the contraa or enter into a new
contraa for the Patticipant's services, and it is not anticipated that [he Participant will become an Employee of the
Employer, or such other events as may be permitred under thc Code.
2.21 Trust. The Trust created under Attide VI of the Plan which shall consist of all compensation deferred under the Plan,
plus any income and gains thereon, less any losses, expenses and distributions to Participants and Beneficiaries.
Article III. Administration
3.01 Duties of the Employer. The Employer shall have che au[horiry to make all discrecionary decisions affecting the
rights or benefits oFParticipants which may be required in the administration of this Plan. The Employer's decisions
shall be afforded the ma�cimum deference permitted by applicable law.
3.02 Duties of Administratot. The Administrator, as agcn� for che Employey shall perform nondisaetionary
adminiscracive Eunctions in wnnection with the Plan, including the maintenance of Participants' Accounts, the
provision of periodic reports of the stams of each Account, and the disbursement of benefics on behalf of the Employer
in accordance with the provisions of this Plan.
Article N Participation in the Plan
4.01 Initial Paz[icipatioa An Employee may become a Par[icipan[ by entering into a Joinder Agreement prior [o the
heginning oEche calendar month in which the Joinder Agreement is ro become effective m defer compensation not
yet earned, or such other dare as may be permitted under the Code. A new employce may defer compensacion in che
calendar month during which he or she first becomes an employee if a Joinder Agreement is encered into on or before
the first day on which the employee performs services for the Employer.
4.02 Amendenen[ of ]oinder Agteement. A Participanc may arnend an executed Joinder Agreement to change che
arnount of Includible Compensation not yet earned which is to be deferred (induding the reduction of such fumre
deferrals to zero). Such amendment shall become effeaive as of the beginning oE the calendar monch commencing
after the dare the amendment is esecuted, or such other dace as may be permitted under the Code. A Participant may
at any time amend his or her Joinder Agreement to change the designared Beneficiary, and such amendment shall
become effective immediacely.
3
Article V. Limitations on Deferrals
5.01 Normal Limitation. F�ccept as provided in Section 5.02, che maximum amount of Deferrcd Compensacion for any
Parcicipant Eor any taacable year, shall not exceed the lesscr of che Dollar Limica�ion or the Percentage Limitation.
5.02 Catch-Up Limitations.
(a) Catrh-up Contributioru for Partiripants Age 50 ¢nd Over. A Participant who has attained the age of 50 before
che dose of che Plan Year, and wich respect m whom no other elective deFerrals may be made m the Plan for
the Plan Year by reason of the Normal Limication of Section 5.01, may enter into a Joinder Agreement to
make elective deferrals in addition co those permitted by the Normal Limitation in an amount not to exceed
the lesser oE
(1) The applicable dollar amount as de6ned in Section 414(v)(2)(B) of the Code, as adjusted for the cost-
of-living in accordance with Section 414(v)(2)(C) of che Code; or
(2) The excess (if any) of
(i) The Participan�'s Includible Compensation fo� the year, or
(ii) Any other elective deferrals of the Participanc for such yeaz which are made without regard to
this Section 5.02(a).
An additional contribution made pursuant to this Seaion 5.02(a) shall not, with respea to the year in which
the contribution is made, be subject to any othenvise applicable limitation con[ained in Section 5.01 above,
or be taken into account in applying such limitation to other contributions or benefits under the Plan or any
ocher plaa This Seaion 5.02(a) shall noc apply in any year to which a higher limit under Section 5.02(b)
applies.
(b) Lrut Three Yearc Catcb-up Contribution: Por each of the last three (3) ta�cable yeazs for a Parcicipant ending
before his or her attainment of Normal Retirement Age, che ma�cimum arnounc of Deferred Compensation
shall be the lesser oF:
(1) Thc 457 Catch-Up Dollar I.imitation, or
(2) The sum of
(i) The Nocmal Limica�ion for the taacable year, and
(ii) The Normal l.imitation for each prior taacable year of [he Participant commencing a&er 1978
Icss the arnount of che Patticipant's Deferred Compensation for such prior ta�cable years. A
prior ta�cable year shall be taken into account under the preceding sentence only if (x) the
Pazticipant was eligible to participa[e in the Plan for such year, and (y) compensation (if any)
deferred under the Plan (or such other plan) was subjea to the Normal I.imitation.
5.03 Sick� Vacation and Back Pay. If the Employer so elects, a Participant may deEer all or a portion of the value of che
ParticipanPs accumulated sick pay, accumulated vacacion pay and/or back pay, provided thac such deferral does not
cause cocal deferrals on behalf of the Participant to exceed the Dollaz Limitation or Percentage Limitation (including
any Catch-up Dollaz Limitation) for the yeaz oFdeferral. The cleccion to defer such sick, vacation and/or hack pay
musc be made in a manner and at a time permitted under Section 1.457-4(d) of the Income Tax Regulations.
For Plan Ycars beginning hcfore January 1, 2009, pursuant to proposed IRS regula[ions issued under Section 415 of
the Code, the Plan may permit deferrals from compensation, including sick, vacation and back pay, so long as the
amounts aze paid within 2�/s mo�ths following severance from employmenc and the other requirements of Scaions
4
457(b) and 415 of the Code are met For Plan Years beginning on or aker January 1, 2009, pursuant to final IRS
regulations issued under Section 415 oF che Code, the Plan may pertnit deEerrals from mmpensation, including
sick, vacation and back pay, so long as the amounts are paid by the later of: (i) 2�/z months following severance Erom
employment, and (ii) che end oEthe calendar year [hat indudcz the date of such severance from employment, and
che other requirements of Sections 457(b) and 415 of the Code are met. Additionally, the agreemenc co defer such
amounrs must be encered inm prior to the first day of che month in which the amounts otherwise would be paid or
made availablc.
5.04 Other Plans. Nonvithstanding any provision of che Plan to the contrary, che amount e�ccludible from a Participant's
gross income under this Plan or any other eligible deferred compensa[ion plan under Seccion 457(b) of che Code shall
not exceed the limits set foah in Scccions 457(b) and 414(v) oFthe Code.
5.05 Faccess Defer['als. My amount that exceeds the ma�cimum Dollaz Limitation or Percen[age Limitation (including
any applicable Ca�ch-Up Dollaz Limita�ion) for a ta�cable year, shall constimte an excess deferral for that ta�cable year.
Any excess deferral shall be distrihuted in accordance with thc requirements for e�ccess deferrals under che Code and
Section 1.457-4(e) of the Income Ta�c Regulations or other applicable Internal Rcvenue Service guidance.
5.06 Protection of Person Who Serves in a Uniformed Service. An Employee whose cmploymenc is inrerrupced by
qualified military service under Section 414(u) of the Code or who is on leave of absence for qualified militazy service
under Seccion 414(u) of the Code may elect to contrihute addi�ional DeEerred Compensacion upon resumption of
employment with the Employer equal to the ma�cimum Deferred Compensation that the Employee could have elected
during chat period if the Employee's employment with the Employer had continued (at the same level of Includible
Compensa[ion) without the interrup[ion or leave, reduced by Deferred Compensation, if any, acmally made for the
Employee during the period of the interruption or leave. This right applies for five years following the resumption of
employment (oy iEsooner, for a period equal m thrce cimes the period of thc interrupcion or leave).
Article VI. Trust and Investment of Accounts
G.01 Investment of Deferred Com(�ensation. A Trust is hereby crcaced to hold all the assets of the Plan (eaccepc
Deemed IRA con[ributions and earnings thereon held pursuant to Article IX) for the exclusive benefit of Participants
and Bene6ciaries, except [hat expenses and taua may be paid from the Trust as provided in Section 6.03. The trusme
shall be che Employer or such o[her person that agrees co act in that capaciry hereunder.
6.02 Investmen[ Powers. The tmstcc or che Administrator, aaing as agent for the traztee, shall have the powers lisced
in this Section with respect to investment ofTrusc assecs, except to the extent that the investment ofTrust assets is
directed by Patticipants, pursuant to Section 6.05 or co che �tent that such powers are rescricted by applicab(e law.
(a) To invest and reinves[ the Trust without dis[inc[ion between principal and income in common or preFerred
stocks, shares of regulated investment companics and ocher mutual funds, bonds, loans, notes, debenmres,
certificates of deposit, contracrs with insurance companies including but not limited to insurance, individual
or group annuiry, deposi[ administration, guaranteed interest con[racts, and deposits at rezconable rates of
interest at banking insti[uuons including buc not limited to savings acwunts and certificates of deposit.
Assecs of the Trust may he invested in securities chac involve a higher degree oE risk than investments chat have
demonstrated their investment perEormance over an eactended period of time.
(b) To invest and reimest all or any parc of the usets of the Trust in any common, colleaive or commingled trust
fund �hat is maintuned by a bank or other instimtion and chat is available to Employee plans described under
Sections 457 or 401 oE the Code, or any successor provisions thereto, and during the period of time that an
investmenc through any such medium shall exist, co the eztent of patticipation of the Plans the declaration of
crusc of such commonly collective, or commingled trust Eund shall constimte a parc of this Plan.
(c) To invest and reinvest all or any part of che assets oFthe Trust in any group annuity, deposit administration or
guaranteed inrerest contract issued by an insurance company or other financial institution on a commingled
5
or colkctive basis with the assets of any ocher 457 plan or trust qualified under Section 401(a) of the Code or
' any other plan described in Sec[ion 401(a) (24) oE �he Code, and such contracc may he held or issued in che
name of the Administraror, or such custodian as che Administrator may appoint, u agenc and nominee for
�he Employer. During the period chat an invescmenc through any such contraa shall �cis�, to the e�ctent of
participation of the Plan, the terms and conditions of such contract shall constituce a patt of the Plan.
(d) To hold cash awaiting investment and to keep such portion oEtheTrust in cash or cash balances, without
liability for interest, in such amounts as may from cime to time be deemed to be reasonable and necessary to
mect obligations under the Plan or otherwise to be in che best inrerests of the Plan.
(e) To hold, to authorize the holding of, and to register any imestment to the Trust in thc name of the Plan,
che Employcr, or any nominec or agcnt of any oEthe foregoing, including the Adminis�racor, or in bearer
form, to deposit or azrange for the deposit of securities in a qualified central depository even though, when
so deposiced, such securi[ies may be merged and held in bulk in che name ofthe nominee oEsuch deposicory
with other securities deposited therein by any other person, and to organize corporations or trusts under the
laws of any jurisdiccion for the purpose of acquiring or holding tide to any property for che Trust, all with or
wichout the addition of words or other action ro indicate that properry is held in a fiduciary or representauve
capacity but the books and records oFthe Plan shall at all times show that all such imestments are paa of the
Trust.
(� Upon such terms as may be deemed advisable by the Employer or che Administracor, ac the case may be, for
the protection of the in[erests of the Plan or for che preservation oFche value of an investment, to e�cercise
and enEorce by suit for legal or equitable remedies or by other action, or co waive any right or claim on behalf
of thc Plan or any deFault in any ohligation owing to thc Plan, to renew, extend the time for payment of,
agree to a reduction in the rate of interest on, or agree to any other modification or change in the terms of
any obligation owing to the Plan, to settic, compromise, adjust, or submit to arbitration any daim or right
in favor of or against the Plans to exercise and enforce any and all rights of foreclosure, bid for properry in
foredosure, and take a deed in lieu of foreclosure wich or without paying consideration therefoy co commence
or deEend suits or other legal proceedings whenever any interest of the Plan requires it, and co repmscnt the
Plan in all suits or legal proceedings in any court of law or equiry or before any body or tribunal.
(p� To employ sui�able consultants, deposicories, agents, and legal counsel on behalf of the Plan.
(h) To open and maintain any bank account or accouncs in the name oFche Plan, the Employer, or any nominee
or agent of the foregoing, including the Administrator, in any bank or banks.
(i) To do any and all other acts that may he deemed necessary to carry out any oFthe powers set foah herein.
6.03 Taxes and Fspenses. All ta�ces of any and all kinds whatsoever that may be levied or assessed under e�cisting or
future laws upon the Pl�i, or in respect to che Trusc, or the income �hereof, and all commissions or acquisitions or
disposicions of securities and similar expenses of investment and reinvestment of the Trust, shall be paid from the
Trust Such rcasonable compensation oF che Administrator, as may be agreed upon from time to �ime by the Employer
and the Administrator, and reimbursement Fot reasonable expenses incurred by the Administrator in performance of
its dutics hcrcunder (including buc not limiced co fees for legal, accounting, investment and cuscodial services) shall
also be paid Erom the Trust.
G.04 Payment o£ Benefiu. The payment of benefits from the Trust in accordance with the terms of the Plan may be made
by the Adminiscrator, or by any custodian or ocher person so authorized by the Employer to make such disbursemenc.
The Administrator, custodian or other person shall noc be liable wich respect ro any distribution oETrust assets made
a[ the direction oE the Employcr.
6.05 Invest[nent Funds. In accordance with uniEorm and nondiscriminatory rules established by the Employer and
the Adminiscrator, the Participant may direct his or her Accounts m be invested in one (1) or more investment
C
funds available under che Plan; provided, however, chac the Patticipant's imestment directions shall noc violare any
imcstmcnt restrictions established by the Employer. Neicher che Employer, the Adminiscracor, nor any other person
shall be liable for any losses incurred by vinue of following such dircctions or wich any reasonable administrative delay
in implementing such directions.
6.06 Valua[ion of Accoun[s. As oE each Accouncing Date, the Plan assets held in each investment fund offered shall be
valued at fair market value and the investment income and gains or losses for each fund shall be decermined. Such
investmenc income and gains or losses shall be allocated propottionately among all Account balances on a fund-by-
fund basis. The allocation shall be in the propottion thac each such Account balance as oFche immediately preceding
Accounting llate bcars to the mtal of all such Accounc balances as of thac Accouncing Date. For purposes of chis
Article, all Account balances include the Account balances of all Participana and Beneficiaries.
6.07 ParticiPant Loan Accounts. Pazticipant loan accouncs shall be invested in accordance wich Section 8.03 oE the
Plan. Such Accounts shall not share in any investment inwme and gains or bsses of the investmenc funds described in
Sections 6.05 and 6.06.
G.08 Crediting of Accounts. The Participant's Account shall reAect the amounc and value of the invesunencs or other
property obtained by the Employer through the invectment of the Parcicipant's DeFerred Compensacion pursuant to
Scctions 6.05 and 6.06. It is anticipared chat the Employer's imestments with respect to a Participant will conform �o
the investment preference specified in the Participant's Joinder Agreement, but nothing herein shall be construed to
require che Employer to make any particular investment of a Patticipant's Deferred Compensa[ion. Each Paaicipant
shall receive periodic reports, no[ less frequently than annually, showing the then current value of his or her Account.
G.09 Post-Severance Transfers Among Eligible Deferred Compensation Plans.
(a) Inroming Transfers: A transfer may be accepted From an eligible deferred compensacion plan maincained by
anocher employer and credired to a Participant's or Beneficiary's Account under the Plan i6
(1) In the case of a transfer for a Panicipant, the Participanc has had a Severance Evenc with that
employer and become an Employee of the Employer;
(2) The other employer's plan provides that such transfcr will be made; and
(3) The Participant or Beneficiary whose deferred amounts are being transFerred will have an amount
immediately after the transfer ar least equal to the deferred amount immediately before the transfer.
The Employcr may require such documentation Erom the predecessor plan as it decros necessary to effecmate
the transfer in accordance with Section 457(e)(10) of the Code, to confirm that such plan is an eligible
deferred compensation plan within the meaning of Section 457(h) of the Code, and co assure tha� transfers are
provided for under such plan. The Employer may refuse to accept a transfer in the form of assets other than
cach, unless the Employer and the Administramr agrcc to hold such ocher assers under che Plan.
(b) Outgoing Transfen: An amount may be transferred co an eligible deferred compensacion plan maintained by
another employer, and charged to a Participant's or Beneficiary's Account under this Plan, if:
(1) In che case of a[ransfer for a Patticipant, che Par�icipant has a Severance Event with the Employer
and becomes an employee of che other employer,
(2) The other employer's plan providec that such transEer will be accepted;
(3) The Participant or Beneficiary and the employers have signed such agreements as are necessary to
assure that the Employer's liabiliry to pay bene6ts to the Participant has been dischazged and assumed
by the other employer, and
7
(4) The Pazticipant or Beneficiary whose deferred amounts are being ttansferred will have an amount
' immediately afrer the [ransfer ac leas[ equal co the deferred amount immediately before che cransfer.
The Employer may require such documentation Erom the other plan as it deems necezsary to effectuace the
transfer, to confirm that such plan is an eligible deferred compensation plan within [he meaning of Section
457(b) of che Code, and to assure chat transfers are provided for under such plan. Such transfers shall be
made only under such circumstances as are permitted under Section 457 of the Code and the regulations
thereunder.
610 Transfers Among Eligible Deferred Compensation Plans of the Employer.
(a) Incoming Transfers. A transfer may be accepced Erom another eligible deferred compensation plan maintained
by the Employer and uedited to a Participant's or Beneficiary's Account under the Plan if:
(1) Thc Employcr's other plan provides �hac such transfer will be made;
(2) The Participant or Beneficiary whose deferred amoun[s are being transferred will have an amount
immedia�ely after the transfer ac least equal xo the deferred amount immediately before the transEer;
and
(3) The Participant or Beneficiary whose deferred amounts aze being transferred is not eligible for
additional annual defevals in the Plan unless the Participant or Beneficiary is performing services for
the Employcr.
(b) Outgoing Transferr. A transfer may be accepted from another eligible deferred compensation plan maintained
by the Employer and credited to a Participant's or Beneficiary's Account under the Plan if:
(1) The Employer's other plan provides tha� such transEer will be accepted;
(2) The Pazucipant or Bene6ciary whose deferred amounrs are being aansferred will have an amount
immediacely aker the transfer at least equal to the dcEcrrcd arnount immediacely heEore [he cransfer; and
(3) The Pazticipan[ or Beneficiary whose deferred amouncs are being [ransferred is not elipible for
additio�al annual deferrals in the Employer's other eligible deferred compensation plan unless the
Participan[ or Beneficiary is performing services for the Employer.
6.11 Eligible Rollover Distributions.
(a) lnroming RoUoverr: An eligible rollover disvibucion may be accepted from an eligible retirement plan and
credited to a Participant's Account under che Plan. The Employer may require such documencation From the
distributing plan as ic deems necessary to effectuate the rollover in accordance wi[h Seccion 402 of the Code
and to confirm that such plan is an eligible retirement plan within the meaning of Section 402(c)(8)(B) of the
Code. The Plan shall separately acwunc (in one or more sepazate accounts) For eligible rollover distribucions
Erom airy eligible retirement plan.
(b) Outgoing Rollavers: Notwithstanding any provision of the Plan to the contrary thac would othe�wise lunit a
distributee's election under this Section, a distributee may elect, at the time and in the manner prescribed
by the Administrator, to have any pottion oFan eligible rollover distribution paid direaly to an eligible
reuremen[ plan specified by the distribucee in a direct rollover.
(c) De�initians:
(1) Eligible Rollaver Distribution: An eligible rollover distribution is any distribution oEall or any po�tion
of the balance to the credit of the distribucee, accep[ that an eligible rollmer distribution docs not
8
include: any distribution that is one of a series of substantially equal periodic payments (not less
� frequendy than annually) made for the life (or life �pectancy) of the distriburee or the joint lives
(or joint life expectancies) of the distribucee and the dis[ributee's designated beneficiary, or for a
specified period of ren years or more; any distribudon to the extent such distribution is reqwred
under Sections 401(a)(9) and 457(d)(2) of the Code; and any distribution made as a result of an
unForeseeable emergcncy of the employee. For purposes of distributions from ocher eligible recirement
plans rolled over into this Plan, che term eligible rollover distribution shall not indude the portion of
any distribution that is not includiblc in gross income (detemiined without regazd to rhe e�cdusion
For net unrealized appreciation with respecc m employer securities), such as akeata�c contributions.
(2) F,ligible Retirement Plan: An eligible retirement pl�i is an individual retirement account described
in Scaion 408(a) of the Code, an individual re�irement annuity described in Section 408(b) of the
Code, an annuiry plan described in Sections 403(a) ot 403(b) of the Code, a qualified trust described
in Section 401(a) oFthe Code, or an eligible deFerred compensacion plan described in Section 457(b)
of the Code which is maincained by an eligible govemmencal employer described in Section 457(e)(1)
(A) of [he Codc, that accepcs thc distributee's cligible rollover distribution.
(3) Dirtributee: A distrihutee includes an cmployee or Former employee. In addition, the employec's or
former employee's surviving spouse and [he employee's or former employee's spouse or former spouse
who is the alternate payee under a quali6ed domes[ic relations order, as defined in Secuon 414(p) of
the Code, are dis[ributecs with regard to the interesc oEthc spouse or former spouse.
(4) Dirert Rollaver. A direct rollover is a payment by the plan to the eligible retirement plan specified by
the discribucee.
6.12 Trustee-to-Trustee Transfers to Purchase Permissive Service Credit. All or a poaion of a Panicipanc's
Account may be transferred direcdy to the truscee of a de6ned benefit governmental plan (as de6ned in Secuon
414(d) of the Code) if such transfer is (a) for the purchase of permissive service credit (as defined in Section 415(n)(3)
(A) of the Code) under such plan, or (b) a repaymenc m which Seuion 415 of the Code does not apply by reason oE
subsection (k)(3) theceof, within the meaning of Section 457(e) (17) of the Code.
G.13 Treatment of Distributions of Amounu Previously Rolled Over From 401(a) and 403(b) Plans and
IRAs. For purposes of Section 72(t) of the Code, a distribution from this Plan shall be treated as a distribution
from a qualified retirement plan desaibed in Section 4974(c)(l) oFche Code to che excent that such distribution is
attribucable to ar� aznount transferred to an eligible deferred compensation plan from a qualified retirement plan (as
defined in Section 4974(c) of the Code).
6.14 Employer Liability. In no event shall the Employer's liability to pay benefiu to a Partiupant under rhis Plan exceed
the valuc oEthe amouncs credited to the Participant's Accounr, neicher che Employer nor che Administrator shall be
liable for losses arising Erom depreciation or shrinkage in the value of any investments acquired under this Plan.
Artidc VII. Benefits
7.01 Retirement Benefits and Election on Severance Event.
(a) General Rule: Except as otherwise provided in this Article VI[, the distrihution of a Participant's Accounc
shall commence as of a Participant's Automatic Disvibution Date, and the distribuuon of such benefits shall
be made in accordance with one of the payment opcions described in Section 7.02. Notwithstanding the
foregoing, but subject to the following paragraphs of this Section 7.01, xhe Participant may elect following a
Severance Event to have the distribution of benefits commence on a fixed determinable date other than that
described in che preceding sentence, but not later than April 1 of the year following the year of the Paaicipant's
Retirement or attainment of age 70�h, whichever is later. The Participant's righ[ to change his or her election
wi[h rapect to commencement of the distribution of benefits shall not be restrained by this Section 7.01.
9
Nonvithscanding the foregoing, the Administra�or, in order to ensure the orderly administration of this
provision, may establish a deadline afrer which such election to defer the commencement of distribucion of
benefirs shall not be allowed.
(b) Lnans: Notwichstanding chc foregoing provisions oEthis Seaion 7.01, no election to defer the commencement
of benefits after a Severance Event shall operate to defer the disvibution of any amount in the Participant's
loan account in the evenc of a default of [he Participant's loan.
7.02 Paymeat OPtions. As provided in Sections 7.01, 7.04 and 7.05, a Participant may elect [o have value of che
Participant's Account distributed in accordance wi[h one of the following payment options, provided that such option
is consiscenc with the limitations set forch in Section 7.03:
(a) Equal monthly, quarcerly, semi-annual or annual payments in an amounc chosen by the Participant,
continuing uncil his or her Account is e�chaactcd;
(b) One lump-sum paymenr,
(c) Approxima[ely equal monthly, quarcerly, semi-annual or annual payments, calculated to continue for a period
cettain chosen by che Participanr,
(d) Annual Payments equal to the minimum distributions required u�dc� Section 401(a)(9) oEthe Code,
including the incidental death bene6t reqwrements of Section 401(a)(9)(G), over the life expectancy of the
Participant or over the life expectanciu of the Participan[ and his or her Beneficiary;
(e) Payments equal to payments made by the issuer oE a retirement annuity poliry acquired by the Employer,
(� A split distribution under which payments under options (a), (b), (c) or (e) commence or are made at the
sarne time, as elected by [he Parcicipant under Section 7A1, provided that all paymen�s commence (or are
made) by che larest benefit commencement dace permitted under Section 7.01;
(p� My other paymenc option elected by the Patticipant and agrecd to by the Employer and Adminis�racor.
A Parzicipan�'s selection of a payment option under Subseaions (a), (c), or (p� above may include the selection oE an
aucomacic annual cost-of living increase. Such increase will be based on the rise in the Consumer Price Indeac for All
Urban Consumers (CPI-U) From the third quarter oE the lasc yeu in which a cost-of-living incrcase was provided ro the
third quazter of the curren[ year. Any increase will be made in periodic payment checks beginning the following January.
7.03 Limi[a[ion on Options. No payment option may be seleaed by a Participan[ under subsections 7.02(a) or (c)
unless the arnount oFany ins�allment is not less than $100. No payment option may be seleaed by a Participant
under Sections 7.02, 7.04, or 7.05 unless it satisfies [he requirements of Sections 401(a)(9) and 457(d)(2) of the Code,
induding that payments commencinp before the death of the Participant shall satisfy the incidental death benefit
requirements under Section 401(a) (9) (G) of [he Code.
7.04 Minimum Required Distributions. Notwichstanding any provision of the Plan co the contrary, che Plan shall
comply wich the minimum required distribucion rules sec forth in Sections 457(d)(2) and 401(a)(9) of the Code,
induding the incidental death benefit requiremenu of Section 401(a)(9)(G) of the Code.
7.05 Post-Retitement Death Bene�its.
(a) Should the Participant die after he or she has begun to receive benefi[s under a payment option, the remaining
payments, if any, under the payment opcion shall wntinue until the Administrator receives notice of the
Participant's death. Upon notification of che Parucipant's death, benefics shall be payable ro the Participant's
Beneficiary commencing not later than December 31 of the year following the year of the Participant's death,
provided that the Beneficiary may elea to begin benefics earlier than that date.
10
. (b) In the event that the Beneficiary dies before the payment of death benefia has commenced or been complered,
the remaining benefits payable under the payment option applicable to the Beneficiary shall, subject to the
requirements set forth in Section 7.04, be paid to an additional beneficiary designated by the Beneficiary. IF
no addiuonal beneficiaty is named, payment shall be made ro the Beneficiaty's estate in a Iwnp sum.
(c) In the event [hat the Participant's estate is che Beneficiary, payment shall be made to the estate in a lump sum.
7.06 Pre-Retirement Death Benefiu.
(a) Should the Participant die before he or she has begun to receive the beneh[s provided by Section 7.01, the
value of the Participant's Account shall be payable to the Beneficiary commencing not later than December
31 of the year following the year of the Participant's death, provided that the Beneficiary may elect to begin
benefits earlier than that date.
(b) In the event that the Beneficiazy dies before the payment of death benefits has commenced or been mmplered,
the remaining value of the Parucipant's Account shall be paid to the estate of the Beneficiary in a lump sum.
In the event [hat the Participant's estate is the Beneficiary, payment shall be made to the estate in a lump sum.
7.07 Unforeseeable Emergencies.
(a) In the event an unforeseeable emergency� occurs, a Participant or Beneficiary may apply to the Employer to
receive that part of the value of his or her Account that is reasonably needed m satisfy the emergency need.
If such an application is approved by the Employer, the Patticipant or Beneficiary shall be paid only such
amount as the Employer deems necessary to meet the emergency need, but payment shall not be made to the
extrnt that the financial hardship may be relieved chrough cessation of deferral under the Plan, insurance or
other reimbursement, or liquidation of other assets co che eactent such liquidation would not itself cause severe
financial hardship.
(b) An unforeseeable emergency shall be deemed to involve only circumstances of severe financial hardship
of a Participant or Beneficiary resulting from an illness or accident of the participant or beneficiary, the
Participant's or Bene6ciary's spouse, or the Pazticipant's or Beneficiary's dependent (as defined in Section 152
of the Code, and, for [a�cahle years beginning on or afcer January 1, 2005, without regard m Sections 152(b)
(1), (b)(2), and (d)(1)(B) of che Code); loss of �he Parucipant's or Beneficiary's property due to casualry
(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 namral disaster); or other similar extraordinary and unforeseeable circumstances
arising as a result of evencs beyond the control of the Participant or the Beneficiazy. For example, the
imminent foredosure of or eviction from che Pazticipant's or Beneficiary's primary residenm 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 prescription drug medication, may constimte an unforeseeable
emergenry. Finally, the need to pay for the funeral expenses of a spouse or a dependent (as defined in section
152 of �he Code, and, for taxable years beginning on or aFcer January 1, 2005, without regard to Sections
152(b)(1), (b)(2), and (d)(1)(B) of the Code) may also conscitute an unforeseeable emergency. Except as
otherwise specifically provided in this Seccion 7.07(b), the purchase of a home and che paymrnt of college
tuicion are not unForeseeable emcrgencies.
7.08 In-Service Distribution of Rollover Contributions. Effective January 1, 2006, che Employer may elece co allow
Participants to receive an in-service distribution of amounts attributable to rollover contributions ro the Plan. If the
Employer has elected m make such disvihutions available, a Parcicipant that has a separate account attributable to
rollover contributions to the Plan may at any time elect to receive a distribution of all or any pottion of the amount
held in che rollover account.
7.09 In-Service Distribution to Participants Age 70'/z or Older. A Participant who hac reached age 70 and
has not yet had a Severance Event, may, at any time, request a distribution of alI or a pan of his or her Account. A
Patticipanc may only receive two (2) such distribucions pursuant to chis Section 7.09 in any calendaz yeu.
ll
. 7.10 Distribution De Minimis Accounts. Notwi[hstanding thc Foregoing provisions of this Article VII:
(a) Mandutory Dinribution. If the value of a Participanc's Acwunc is less than $1,000, che Participant's Account
shall be paid to the Patticipant in a single lump sum distribution, provided thar.
(1) No amount hac been deFerrcd under thc Plan with respect ro the Parcicipant during the 2-year period
ending on the date of the distribution; and
(2) There has becn no prior distribution under che Plan to thc Patticipant pursuant ro this Scction 7.10.
(b) [/oluntary Distribution. If chc value of chc Participant's Account is at leasc $1,000 but not more than the dollar
limit under Section 411(a)(11)(A) of the Code, the Parzicipant may elect to receive his or he� entire Account
in a lump sum payment if:
(1) No amount has been dcferred under the Plan with respect co the Participant during the 2-year period
cnding on thc date oFthe distribution; azid
(2) There has been no prior discrihution under the Plan to thc Participant pursuant to this Section 7.10.
Article VIII. Loans to Participants
8.01 Availability of Loans to Pazticipants.
(a) The Employer may elect to make loans available to Patticipants in this Plan. If the Employer has elected
to make loans available to Pazticipants, a Participant may apply for a loan from che Plan subject ro the
limitations and other provisions of this Anicle. However, no loans are available from Decmed IRAs.
(b) The Employcr shall establish written guidclines goveming the granting of loans, provided chat such guidclines
are approved by the Administra[or and are not inconsistent with the provisions of this Article, and that loans
are made available to all Participants on a reasonably equivalent basis.
8.02 Tetms and Conditions of Loans to Par[icipants. Any loan hy the Plan co a Participant under Section 8.01 oE
the Plan shall satisfy �he following requirements:
(a) Avai/abikty. I,oans shall be made available to all Participants on a reasonably equivalent basis.
(b) Interert Rate. Loans must be adcquately secured and bear a reasonable interest rate.
(c) Loan I,imit. No Pazticipant loan shall exceed the present value oEthe Participant's Account.
(d) Forerhrure. In �he event of defaulc on any installment payment, the outstanding balance oE the loan shall be a
deemed distribution. In such event, an acmal distribution oFa plan loan offcet amounc will not occur until a
distribucable event occurs in the Plan.
(e) Reduction ofAcrount. Notwichstanding any ocher provision oE�his Plan, the portion of [he Patticipant's
Account halance used as a securiry interest hcld by the Plan by reason oFa loan oucstanding to the Participanc
shall be taken inro account for purposes of determining the aznount of the Account balance payable at the
time of death or distribution, but only if the reduction is used as repaymen[ of che loan.
(� Amount ofLoan. At che time the loan is made, the principal amount of the loan plus the outstanding balance
(principal plus acaued interect) due on any ocher outstanding loans to the Participant from che Plan and from
all other plans oE the Employer chac are either eligible deferred wmpensation plans described in section 457(b)
of the Code or qualified employer plans under Section 72(p)(4) of the Code shall not exceed [he lesser of:
12
. (1) $50,000, reduced by the excess (if any) of
(i) The highest oucscanding balance of bans from the Plan during the one (1) year period
ending on the day beForc the dace on which the loan is made; or
(ii) The outstanding balance oE loans from the Plan on the date on which such loan is made; or
(2) One-half oEthe value of the Patticipanc's interest in all oFhis or her Accounts under this Plan.
(� Application for I.oan. The Participanc musc give the Employer adequare written notice, as determined by [he
Employer, of the amount and desired time for recciving a loan. No more than one (1) loan may be made by
the Plan to a Puticipant's in any calendar year. No loan shall be approved if an existing loan From the Plan to
the Patticipant is in default to any ex�ent.
(h) Length ofLoan. Any loan issued shall require the Participant to repay the loan in substantially equal
installments of principal and interut, at least monthly, over a period that does not exceed five (5) years from
�he date of the loan; provided, howevey chat if the proceeds of the loan are applied by che Participant to
acquire any dwelling unit that is co hc used wichin a rcasonable time (decermined ac the time of che loan is
made) aker the loan is made as the principal residence of the Participan[, the five (5) year limit shall not apply.
In chis evenc, the period oF repayment shall noc excced a reasonahle period determined by the Employer.
Principal ins[allments and interest payments ocherwise due may be suspended for up to one (1) yeaz during
an authorized leave of absence, if the promissory note so provides, buc not beyond �he original cerm permitred
under this subsection (h), with a revised payment schedule (within such term) instimced at the end of such
period ofsuspension.
(i) Prepayment. The Participanc shall be permitced to repay the loan in whole or in part at any time prior to
maturiry, without penalry.
(j) Promzccory Note. The loan shall be evidenced by a promissory note executed by the Participant and delivered to
the Employer, and shall bear interes� ac a reasonable rate deremiined by the Employer.
(k) Security. The loan shall hc secured by an assignment of the participant's right, tidc and interest in and to his or
her Accounc.
(I) Arsignment or Pledge. For the purposes oF paragraphs (� and (g), assignment or pledge of any Pottion of the
Participant's interest in che Plan and a loan, pledge, or assip,nment with respect [o any insurance contract
purchased undcr the Plan, will be treated as a loan.
(m) Otber Ternu and Conditions. The Employer shall fix such other cerms and conditions of the loan as it deems
necessary to comply with legal requirements, to maintain the qualification of the Plan and Trust under Section
457 of the Code, or co prcvcnt the treatmenc oE the loan for ta�c purposes as a distribution to the Panicipant.
The Employer, in its discretion for any reason, may also fix other terms and condicions oFthe loan, including,
but not limited to, the provision of grace periods Eollowing an evenc of deFault, noc imm�sistent with the
provisions oFthis Anide and Seaion 72(p) oEthe Code, and any applicable regulations thereunder.
8.03 Participant Loan Accounts.
(a) Upon approval of a loan to a Participant by the Employcr, an aznount not in e�ccess of che loan shall be
transferred from the Participant's other imescment fund(s), described in Section 6.05 of the Plan, co the
Participan['s loan account as of the Accounting Da[e immediately preceding the agreed upon dace on which
�he loan is to be made.
l3
(b) The assets of a Participanc's loan account may be invested and reinvested only in promissory notes received
by the Plan from the Par[icipaiu as consideration for a loan permitted by Seaion 8.01 of che Plan or in cash.
Uninvested cash balances in a Participant's loan account shall noc bear interesc. Neither the Employer, the
Administra�or, nor any other person shall be liable for any loss, or by reason of any breach, that resulcs from
che Patticipanc's exercise oFsuch control.
(c) Repaymenc of principal and payment oFinterest shall be made by payroll deduction or, where repayment
cannot be made by payroll deduaion, by check, and shall be invested in one (1) or more other invesrment
funds, in accordance with Section 6.05 oF the Plan, as oF the nexc Acwunting Dace after payment thereoF to
the Trust. The amount so invested shall be deduaed from the Participant's loan account.
(d) The Employer shall have the au�horiry to establish other reasonable rules, not inconsistent with the provisions
of the Plan, governing the establishment and maintenance oFPatticipant loan accounts.
Article IX. Deemed IRAs
9A 1 General. This Article IX of the Plan reflects section 602 of the Economic Growth and Tax Relief Reconciliation Act
of 2001 ("EGTRRA"), as amended by the Job Creation and Worker Assistance Act of 2002. This Atticle is intended
as good Faith compliance with the requirements of EGTRRA and is to be construed in accordance wi[h EGTRRA
and guidance issued thereunder. This Artide IX shall supersede [he provisions of the Plan to the e�ctent that thosc
provisions are inconsistent with the provisions of this Artide IX.
Ekective for Plan Yeazs beginning aher llecember 31, 2002, the Employer may elect to allow Employees to make
voluntary employee contributions to a scpazate accounc or annuity established under [he Plan thac complies wich che
requirements oESection 408(q) of the Code and any regulacions promulgared thereunder (a "lleemed IRA"). The Plan
shall establish a sepazate acwunt for the designaced Deemed IRA contributions of each Employee and any earnings
properly allocable [o the contributions, and maintain separate recordkeeping with respect to each such Deemed IRA.
9.02 VoltttttarY Employee Contribulions. For purposes of this Atticle, a voluntary employee contribu[ion means any
conaibution (other than a mandatory concribution within the meaning of Section 411(c)(2) of the Code) that is made
by the Employee and which the Employee has designated, ac or prior to the cime of making che contribution, as a
contribucion to which this Article applies.
9.03 Deemed IRA Teus[ Requirements. This Attide shall satisfy the trust requirement under Scction 40S(q) of the
Code and che regulations thereto. IRAs established pursuant to this Artide shall be held in one or more trusts or
cuscodial accounts (the "Decmed IRA Trusts"), which shall be separate from the Trust established under the Plan
co hold contributions other than Deemed IRA contributions. The lleemed IRA Trusts shall satisfy the applicable
requiremen�s of Sections 408 and 408A of the Code, which requirements are set for[h in section 9.05 and 9.06,
respectively, and shall he established with a trustee or custodian meeting the requirements of Seaion 408(a)(2) of
the Code ("Deemed IRA Trustee To the extenc [hat che assets oEany Deemed IRAs established pursuant to this
Artide are held in a Dcemed IRA Tmsc satisfying the requirements of this Seaion 9.03, such Deemed IRA Trast,
and any amendmencs thereto, is hereby adopted as a trusc maintained under this Plan with respect to the assecs held
therein, and che provisions of such Deemed IRA Trusc shall concrol so long as any assets oFany Deemed IRA are held
thereunder.
9.04 Reporting Duties. The lleemed IRA Trustee shall be subject co the reporting requirements of Seaion 408(i) of the
Code with respect to all lleemed IRAs chac are cstablished and maintained under the Plan.
9.05 Deemed Ttaditional IRA Requirements. Deemed IRAs established in che form of traditional IRAs shall satisfy
the following requirements:
(a) £xclusive Benefit. The Deemed IRA account shall be established For the exclusive benefit of an Employee or his
or her Beneficiaries.
14
(b) Marimum Annual Contributions.
(1) Except in the case of a rollover contribution (as permitted by Sections 402(c), 402(e)(6), 403(a)(4),
403(b)(8), 403(b)(10), 408(d)(3) and 457(e)(16) of the Code), no contribucions will bc accepted
unless they are in cash, and �he cotal of such contributions shall not e�cceed:
$3,000 for any tauable year beginning in 2002 through 2004;
$4,000 for any [aacable year beginning in 2005 through 2007; and
$5,000 for any ta�cable year beginning in 2008 and years thereafter.
Akcr 2005, thc limit will be adjusced by the Secretary of the Treasury for cost-of-living-increases
under Section 219(b)(5)(C) of the Code. Such adjustments will bc in multiples of $500.
(2) In the case of an Employee who is 50 or older, che annual cash convibution limit is increased by:
$500 Eor any ta�cable year beginning in 2002 through 2005; and
$1,000 Eor any ta�cable year beginning in 2006 and therea&er.
(3) No contrihutions will be acceptcd under a SIMPI.E IRA plan established by any employer pursuant
to Seaion 408(p) of the Code. Also, no transfer or rollover of funds acvibucable co contributions
made by a particular employer under i[s SIMPLE IRA plan will be accepced Erom a SIMPLE IRA,
that is an IRA used in conjunction with a SIMPLE IRA plan, prior to the expiracion of the 2-yeaz
period beginning on the dace the Employee first participated in that employer's SIMPLE IRA plan.
(c) Callectibks. If the Deemed IRA Trust acquires collectibles with within the meaning of Section 408(m) of the
Code after December 31, 1981, Deemed IRA Trust assets will be treated as a distribucion in an amount equal
to che cost oEsuch collectibles.
(d) Life Insuranre Conrracts. No part oE the lleemed IRA Truct funds will he invasted in life insurance contracts.
(e) Minimum Required Distributions.
( I) No[withstanding any provision oE this lleemed IRA to the contrary, the distribution of the
Employee's interest in the account shall be made in accordance with che requirements of Sectio❑
408(a)(6) of the Code and che Income Taac Regulations thereunder, the provisions of which are
herein incorporared by reFerence. If distributions are made from an annuiry co�tract purchased
from an insurance wmpany, distributions chereunder must satisfy �he requiremencs oFQ&A-4 of
Sec[ion 1.40] (a)(9)-6T oE the Income Ta�c Regulations (or Section 1.401(a)(9)-G of the Income Tax
Regulations, as applicable), rather than pazagraphs (2), (3) and (4) below and Seaion 9.05(�. The
minimum required disaibucions calculaced for this IRA may be withdrawn hom anocher IRA of the
Employcc in acwrdance with Q&A-9 oESection 1.408-8 of the Income Ta�c Regulations.
(2) The entice value of the account of the Employee for whose benefit the account is maintained will
commence to be distributed no lacer than the first day of April following the calendar year in which
such Employee attains age 70�h (che "required beginning date") over the life oEsuch Employee or the
lives of such Employee and his or her Beneficiary.
(3) The amount to be distributed each year, beginning with the calendar yeu in which the Employee
attains age 70'h and continuing through the year of death shall not be less than the quotient obtained
by dividing the value of the IRA (as determined under section 9.05(�(3)) as of the end oEthe
preceding yeat by �he distribution period in the Uniform Lifetime Table in Q&A-2 oFSeaion 401(a)
(9)-9 of che Income Tax Regulations, using the Employee's age of his or her binhday in the year.
However, if the Employee's sole Beneficiary is his or her surviving spouse and such spouse is more
than 10 ycazs younger tha�i the Employee, then the distribution period is decermined under the Joint
15
and Iasc Survivor Table in Q&A-3 of Seaion 1.401(a) (9)-9 of the Income Ta�c Regulations, using the
ages as of the Employee's and spouse's birchdays in the year.
(4) The required minimum discribution For the ycar the Employee aaains age 70�/z can be made as late as
April 1 of che following yeaz. The required minimum distribution for any other year must be made by
the end oEsuch yeaz.
(� Distribution Upon Death.
(1) Death On arAfter Reguired Beginning Date. IE the Employce dies on or aker the required beginning
dace, the remaining portion oEhis or her incerest will be distributed at least as rapidly as follows:
(i) If the Beneficiazy is someone other than the Employee's surviving spouse, the cemaining
interest will be dietribured over the remaining life expectancy of the Beneficiary, with such
life expectanry determined usinP the Beneficiary's age as of his or her birthday in the year
following the year of the Employee's death, or over thc period described in paragraph (1)(iii)
below iFlongcr.
(ii) If the Employee's sole Beneficiary is the Employee's surviving spouse, the remaining interest
will be distributed over such spouse's life or over the period described in paragraph (1)(iii)
below if longec Any interest remaining afrer such spouse's death will be distribuced over such
spousc's remaining life expectancy determined using che spouse's age as of his or her bianday
in the year oFthe spouse's death, or, if the distributions are being made ovcr the period
described in paragraph (1)(iii) below, over such period.
(iii) If there is no Beneficiary, or if applicable by operation of pazagraph (1)(i) or (1)(ii) above,
the remaining interest will be distributed over the Employee's remaining liFe �pectanry
determined in the ycar oF thc Employee's death.
(iv) The amount to be distributed each year under paragraph (1)(i), (ii), o� (iii), beginning
wich the calcndar ycar following the calendar yeaz of the Employee's dea�h, is the quotient
obtained by dividing the value oE the [RA as of the end of the preceding year by the
remaining life expectancy specified in such paragraph. Life expectancy is decermined using
the Single LiFe Table in Q&A-1 of Section 1.401(a)(9)-9 of the Income Taac Regulations.
If distributions are being made to a surviving spouse as the sole Beneficiary, such spouse's
remaininp life expectancy for a year is the number in the Single Life Table corresponding
ro such spouse's agc in thc ycar. In all other cases, remaining life e�cpectanry For a yeaz is the
number in the Single Life Table corresponding to the Beneficiazy's or Employee's age in the
year specified in paragraph ](i), (ii), or (iii) and reduced by 1 for each subsequent year.
(2) Death Before Required BeginningDate. If the Employee dies before the required beginning dace, his oc
her encire interest will be distribu�ed at leas� as rapidly as follows:
(i) If the Beneficiary is someone other than the Employee's surviving spouse, the entire inrerest
will be distributed, stazting by the end of the calendar year following the calendar yeaz oF
the Employee's death, over the remaining life expectanry of the Beneficiary, with such life
expectanry decermined using che age of the Beneficiary as oEhis or her birthday in the year
following the yeaz of che Employee's death, or, if elected, in accordance wi�h paragraph
(2)(iii) below.
(ii) If rhe Employee's sole Beneficiary is the Employee's surviving spouse, the entire interest will
be distributed, starting by che end of the calcndar year following the calendaz yeaz of the
Employee's death (or by the end of the calendar yeaz in which the Employee would have
attained age 70'/z, if later), over such spouse's life, or, if elected, in accordance wich paragraph
(2)(iii) below. If che surviving spouse dies before distribu�ions ue required to begin, the
16
remaining interest will be distributed, s�atting by the end of che calendar year following the
� calendar year of the spouse i death, over the spouse's Beneficiary's remaining life expectanry
determined using such Beneficiary's age as of his or her birthday in the year following the
death of the spouse, or, if elected, will be discribuced in accordance wich pazag�aph (2) (iii)
below. IF the surviving spousc dics afrer distributions aze required co begin, any remaining
interest will be distributed over the spouse's remaining life e�cpectancy determined using [he
spoase's age as oF his or her birthday in the yeaz of the spouse's death.
(iii) IF there is no Beneficiary, or if applicable by operation of paragraph (2)(i) or (2)(ii) above,
the enure interest will be distribured by the end of the calendar yeaz containing the fikh
anniversary of the Beneficiary's death (or of the spouse's death in the case of the surviving
spouse's death before disvibucions arc rcquired to begin under paragraph (2)(ii) above).
(iv) The amount co be dis�ributed each ycaz under pazag�aph (2)(i) or (ii) is the quo�ient to
be obtained by dividing [he value of che IRA as of the end of the preceding year by the
remaining life expec[ancy specified in such paragraph. Life expectane.y is determined using
the Single Life Table in Q&A-1 of Section 1.401(a) (9)-9 of the Income Tae Regulations.
If distributions are being made to a surviving spouse as the sole Beneficiary, such spouse's
remaining life c�cpectancy for a year is the number in the Single Life Table corresponding to
the Beneficiazy's age in the yeaz specified in pazagraph (2)(i) or (ii) and reduced by 1 for each
subsequentyear.
(v) The "value" of the IRA includes the aznount of any outstanding rollover, transfer and
recharaaeriza�ion under Q&As-7 and -8 of Section 1.408-8 of the Income Tas Regulations.
(vi) If the sole Beneficiary is the Employee's surviving spouse, the spouse may elect ro treat the
IRA as his or her own 1RA. This election will be deemed to have been made if such surviving
spouse makes a contribution to the IRA or fails to take required distributions as a Beneficiary.
(g) Nonforfeitable. The interest of an Employee in the balance in his or her Deemed IRA account is nonforfeitable
a[ all [imes.
(h) Reporting. The Deemed IRA Truscee oFa Deemed Traditional IRA shall furnish annual calendaz-yeaz repotts
conceming the status of the Deemed IRA acwunt and such informa[ion wncerning required minimum
discributions as is prescribed by the Commissioner of Incernal Revenue.
(i) Substitution ofDeemed IRA Trustee. If the Deemed IRA Trusree is a non-bank truscee or custodian, the non-
hank trastce or custodian shall subscimte another austee or custodian if che non-bank trustee or custodian
receives notice Erom the Commissioner of Incernal Revenue that such substim[ion is required because it has
failed to comply with the requirements of Section 1.408-2(e) oE the IncomeTa�c Regulations and Section
1.408-2T oE thc Incomc Ta�c Rcgula[ions.
9AG Deemed Roth IRA Requirements. Deemed IRAs established in the form of Roth IRAs shall satisfy che following
rcquircments:
(a) Fxclurive Benefit. The Deemed Roth IRA shall be established for the exclusive benefit of an Employee or his or
her Beneficiaries.
(b) Maximum Annual Contributiorrs.
Q) Maximum PermissibleAmount. Except in the case of a qualified rollover contribution or
recharacterization (as defined in (6) below), no contribution will be accepced unless it is in cash and
che total of such conttibutions to all the Employee's Roth IRAs for a taYahle year does not esceed
17
, the applicable amount (as defined in (2) below), or the Emp(oyee's compensation (az defu�ed in (8)
below) if less, for that taacable year. The contribucion described in the previous sentence that may
not excced the lesser of the applicable amount or the Employee's compensation is referred to as a
"regular contribution." A"qualified rollover contribution" is a rollover convibution that meets tha
requirements of Section 408(d)(3) of the Code, e�ccept the one-rollover-peo-yeac rule of Section
408(d)(3)(B) does not apply if the rollover wntribution is From another IRA other than a Roth IRA
(a "nonRoth IRA"). Convibutions may be limited under (3) through (5) below.
(2) ApplicableAmount. The applicable amount is decermined undcr (i) or (ii) below:
(i) If the Employee is under age SQ the applicable amount is:
$3,000 for any ta�cable year beginning in 2002 through 2004;
$4,000 for any ta�cable ycar beginning in 2005 through 2007; and
$5,000 for any taxable year beginning in 2008 and years thereafter.
(ii) If the Employee is 50 or older, che applicable amoun[ is:
$3,500 for any [aacable year beginning in 2002 through 2004;
$4,500 for any ta�cable year beginning in 2005;
$5,000 for any ta�cable year beginning in 2006 through 2007; and
$6,000 Eor any ta�cable year beginning in 2008 and years thereafrer.
Aker 2008, chc limits in paragraph (2)(i) and (ii) above will be adjusted by the Secretary oFthe
Treasury for coso-of-living increases under Section 2] 9(b)(5)(C) of the Code. Such adjustments will
be in multiples of $500.
(3) If (i) and/or (ii) below apply, che maximum regulaz contribution that can be made co all the
Employee's Roth IRAs for [he ca�cable year is thc smaller amount derermined under (i) or (ii).
(i) The ma�cimum regular contribution is phased out ratably between certain levels of modified
adjusted gross income ("modified AG[,° defined in (7) below) in accordance with the
following table:
Modified AGI
Filing Status Full Phue-out No
Contribution Ran�e Contribution
Single or Head $95,000 or less Between $95,000 $110,000
of Household and $ I 1 0,000 or m ore
Joinc Remm
or Qualifying $150,000 or less Benveen $I50,000 $160,000
Widower and $16Q000 or more
Married- $O Betwcen $0 $]0,000
Separate Remrn and $ I0,000 or more
IS
[f the Employee's modified AGI for a taxable year is in the phase-out range, the mauimum
regulaz contrihution determined under chis table for that taYable yeaz is rounded up to the
nest multiple oE$10 and not reduced below $200.
(ii) IF the Employee makes regular contribucions to both Roth and nonRoth IRAs for a ta�cable
year, the masimum regular contribucion that can be made to all the Employee's Roth IRAs
Eor that �axable year is reduced hy the regulaz contributions made co the Employee's nonRoth
IRAs for the ta�cable year.
(4) Qualifred Rollover Contribution Limit. A rollover from a nonRoth IRA cannot be made to this IRA if,
for the year the amount is distributed from the nonRoth IRA,(i) the Employee is married and files a
sepazate return, (ii) the Employee is not married and has modified AGI in excus of $100,000 or (iii)
the Employee is married and together the Employee and the Employee's spouse have modified AGI
in excess of $100,000. For purposes of the preceding sen[ence, a husband and wife are not trea[ed as
married For a tauable year if they have lived apart at all times during that ta�cable year and file separate
remrns for the ta�cable year.
(5) SIMPLE IRA I,imits. No conaibutions will bc accepted under a SIMPI.E IRA plan established by any
employer pursuant to Section 408(p) of the Code. Also, no aansfer or rollover of funds acaibutable
to contributions made by a patticular employer under its SIMPLE IRA plan will be accepted from a
SIMPLE IRA, tha[ is, an IRA used in conjunction with a SIMPLE IRA plan, prior to [he expiration
of the 2-year period beginning on the date the Employee first pardcipated in that employer's SIMPLE
IRA plan.
(6) Recfiaracterization. A regular contribution to a nonRoth IRA may be recharaaerized pursuant to
the mles in Section 1.408A-5 of the Income Ta�c Regttlations as a regular contribucion to this IRA,
subject �o che limits in (3) above.
(7) ModifiedAGL For purposes of (3) and (4) above, an Employee's modified AGI for a ta�cable year
is defined in Section 408A(c)(3)(C)(i) of che Code and does not include any amount inc(uded in
adjusced gross income as a result of a rollover Erom a nonRoth IRA (a "conversion°).
(8) Compensation. For purposes of (1) above, compensation is defined as wages, salazies, professional fees,
or other amounts derived from or received for personal services actually rendered (induding, but
noc limited to, commissions paid salesmen, compensation for services on che basis of a percentage
of profirs, commissions on insurance premiums, tips and bonuses) and includes earned income, as
defined in Section 401(c) (2) of the Code (reduced by the deduction [he self-employed individual
takes for contributions made m a self-employed reurement plan). For purposes of this definition,
Section 401(c) (2) of the Code shall be aPplied as if the term trade or business for purposes of Section
1402 of the Codc included servicc described in subsection (c)(6). Compensation does not include
amounts derived from or received as earnings or profiu from property (including but not limited
to incerest and dividends) or amounts not includible in gross income. Compensation also does
not indude any amoun[ reccived as a pension or annuiry or as deferred compensa[ion. The term
"compensation° shall include any amount includible in the Employee's gross income under Section
71 of the Code with respea to a divorce or separacion instrument described in subparap,raph (A)
of Section 71(b)(2) of the Code In the case of a mazried Employee filing a joint return, the greater
compensacion of his or her spouse is created ac his or her own compensation buc only to the e�ctent
that such spouses compensation is noc being used for purposes of the spouse making a contribu�ion
to a Roth IRA or a deductible concribution co a nonRoth IRA.
(c) Collertibks. If the Deemed IRA Trust acquires colleaibles within the meaning of Section 408(m) oEche Code
after December 31, 1981, Deemed IRA Trust assets will be treated as a distribution in an amount equal to the
cost oEsuch collectibles.
19
(d) Life Insuranre Contracts. No part of the Deemed IRA Trust funds will be invested in life insurance contracts.
(e) Distributioru Before Death. No amount is required m be discributed prior to the death of [he Employee Eor
whose benefit the account was originally established.
(� Minimum Reguired Dzstributioru.
(1) Nonvithstanding any provision of chis IRA to the contrary, the distribucion oFthe Employee's interest
in the account shall be made in acwrdance with the requirements of Section 408(a)(6) of the Codc,
as modified by secdon 408A(c)(5), and the regulations thereunder, the provisions of which are herein
incorporated by reference. If distribucions are made from an annuity contraa purchased from an
insurance company, distribu[ions thereunder musc sa[isfy the requirements ofsettion 1.401(a)(9)-6T
of the Temporary Income Ta�c Regulations (taking inro acwunt Section 408A(c) (5) of the Code) (or
Section 1.401(a)(9)-6 of the Income Taac Regulations, as applicable), ra[her than che distribution rules
in paragraphs (2), (3) and (4) below.
(2) Upon the death of the Employee, his or her entirc interest will be discributed at least as rapidly as
Eollows:
(i) If the Beneficiary is someone other than the Employee's surviving spouse, the entire
interest will be discributed, starting by the end oF the calendar yeaz following the year oE
the Employee's death, over the remaining life expectancy of the Beneficiary, with such life
expectancy determined using the age of che beneficiary as of his or her birthday in the year
following the year oFthe Employee's death, or, iFelected, in accordance wich paragraph
(2)(iii) below.
(ii) If the Employee's sole Beneficiary is the Employee's surviving spouse, the entire interest will
be dictributed starcing by the end of the calendar yeaz following the calendar yeaz of the
Employee's death (or by the end of the calendar year in which the Employee would have
attained age 70�h, if later), over such spouse's life, or, if elected, in accordance wich paragraph
(2)(iii) below. Ifthe surviving spouse dies beFore distributions are required to begin, the
remaining in[erest will be distributed, starting by the end of the calendaz year Following che
calendar year of the spouse's death, over [he spouse's Beneficiary's remaininp life expectancy
decermined using such Beneficiary's age as of his or her birthday in the year following the
death of the spouse, or, if elected, will be distributed in accordance with paragraph (2)(iii)
below. If the surviving spouse dies afcer disvibutions are required to begin, any remaining
incerest will be distributed over che spouse's remaining life e�cpectancy determined using [he
spouse's age as oF his or her bitthday in the year of the spouse's death.
(iii) [f there is no Beneficiary, or if applicable by operation of paragraph (2)(i) or (2)(ii) above, the
enure inrerest will be distributed the end of the calendar year containing the fikh anniversary
of the Employee's death (or oF the spouse's death in the case oF the surviving spouse's death
before distributions are required ro begin under paragraph 2(ii) above).
(iv) The amount [o be distributed each year under paragraph (2)(i) or (ii) is the quotient
obtained by dividing the value oE che IRA as of the end of the preceding yeaz by che
remaining life expectancy specified in such paragraph. Life expectanry is dearmined using
che Single Life Table in Q&A-1 of Section 1.401(a)(9)-9 of the Income Ta�c Regulations.
If distributions are being made to a surviving spouse as the sole Beneficiary, such spouse's
remaining life �pectancy for a year is the number in the Single Life Table corresponding
to such spouse's age in the yeu. In all other cases, remaining liFe expeaanry for a yeaz is the
number in the Single Life Table corresponding to the Beneficiary's age in the year specified in
paragraph (2) (i) or (ii) and reduced by 1 for each subsequent year.
20
(3) The "value' of the IRA includes the atnount of any outstanding rollover, cransfer and
recharactcrization under Q&As-7 and -8 of Section 1.408-8 of the Income Tax Regulations.
(4) If the sole Beneficiary is the Employee's surviving spouse, the spouse may elect ro treat the IRA as his
or her own IRA. This election will be deemed to have been made if such surviving spouse makes a
contribution to the IRA or fails to take required disvibutions as a Beneficiary.
(� Nonforfeitable. The interest of an Employee in the balance in his or her accounc is nonforfeitable at all times.
(h) Reporting. The Deemed IRA Trustee of a Deemed Roth IRA shall furnish annual calendar-yeaz repotts
concerning che stams of the Deemed IRA account and such inEormation concerning required minimum
distributions as is prescribed by the Commissioner of Internal Revenue.
(i) Substitution ofDeemed IRA Trrutea If the Deemed IRA Truscee is a non-bank trustee or custodian, the non-
bank truscee or custodian shall substimce anocher trustee or custodian if the non-bank trustee or custodian
receives notice from the Commissioner of Internal Revenue that such substitution is required because it has
failed to comply with the requirements of Section 1.408-2(e) of the Income Taac Regula�ions and Section
1.408-2T of the Income Taae Regulations.
Article X. Non-Assignability
10.01 General. Except as ptovided in Article VIII and Section 10.02, no Participant or Beneficiary shall have any right to
commute, sell, assign, pledge, transfer or otherwise convey or encumber the right to receive any payments hereundey
which payments and rights are e�cpressly declared [o be non-azsignahle and non-transferable.
10.02 Domestic Relations Orders.
(a) Allowattre ofTransfers: To the extent required under a final judgment, decree, or order (induding approval
of a proper[y setdement agreement) that (1) rela[es to the provision of child suppott, alimony payments,
or mari[al property rights and (2) is made pursuant to a state domestic relations law, and (3) is permit[ed
under Sections 414(p)(11) and (12) of che Code, any portion of a Participant's Account may be paid or set
aside For payment to a spouse, former spouse, child, or other dependent of the Patticipant (an "AI[emate
Payee"). Where necessary to carry out che terms oEsuch an order, a separate Account shall be established with
respect to the Alternate Payee who shall be entided to make imestment seleaions wich respea chereto in the
sarne manner as the Participanc Any atnount so sec aside Eor an Altemate Payee shall be paid in accordance
with the form and timing of payment specified in the ordec Nothing in this Section shall be constmed to
auchorize any arnounc ro be distribuced under the Plan at a time or in a form that is not permitced undet
Section 457(b) of �he Code and is �cplicidy permitted under the uniEorm procedures described in Seccion
10.2(d) below. Notwithscanding the foregoing sentence, if a judgmen�, decree or order (including approval
oEa property settlement agreement) that relates to the provision of child suppott, alimony paymencs, or
the mazital properry rights of a spouse or former spouse, child, or other dependent of a Participant is made
pursuant m the domescic rclations law of any State, chen the amoun� of the Participant's Account shall be paid
in the manner and to the person or persons so directed in the domestic relations order. Such payment shall be
made withouc regazd [o whether the Participant is eligible for a distribution of benefirs under the Plan. The
Administrator shall establish reasonable procedures For determining the stams of any such decree or order
and Eor effectuating distribution pursuanc co the domestic relations order. Any payment made to a person
pursuant to this Section shall be reduced by any requircd income tas withholding.
(h) Release from Liabiliry to Participant. The Employer's liability [o pay benefits to a Participant shall be reduced to
the e�crenc that amounts have been paid or set aside Eor payment ro an Alcernare Payee ro paragraph (a) of this
Secdon and the Participant and his or her Beneficiazies shall be deemed to have released the Employer and the
Plan Administrator from any claim with respect to such amounts.
21
(c) Participation in I.egaLProceedings: The Employer and Administrator shall not be obligated to defend against
or set aside any judgment, decree, or order described in paragraph (a) or any legal order relating to the
garnishmenc of a Participant's benefits, unless the fiill expense of such (egal action is bome by the Participant.
In the evenc that the Parcicipant's aaion (or inaction) nonetheless causes the Employer or Administrator to
incur such ecpense, the amount of the expense may be charged against the 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, ot child supporc, che Employer and Administrator shall be authorized to disdose
information relating ro the Participant's Account ro the Alternate Payee (including �he legal representacives of
che Alternate Payee), or to a coutt.
(d) Determination of l/alidiry ofDomestic Relatiaru Orders. The Administra[or shall establish uniform procedures
for derermining the validiry of any domestic relations ordec The Administrator's determinations under such
procedures shall be conclusive and binding on all patties and shall be afforded the mauimum amount oF
deference permitted by law.
10.03 IRS Levj: Notwithstanding Section 10.01, the Adminisvator may pay from a Participant's or Beneficiary's Account
batance the amount that the Adminisxrator finds is lawfully demanded under a lery issued by the intemal Revenue
Service with respect to that Participan[ or Beneficiary or is sought to be collected by the United States Govemment
under a judgment resulting from an unpaid ta�c assessment against the Participant or Beneficiary.
10.04 Mistaken Con[ribu[ion. To [he extent permicced by applicable law, ifany concribution (or any pottion oFa
contribution) is made to the Plan by a good faith mis�ake oE faa, then after the payment of the convibution,
and upon receip[ in good order of a proper request approved by the Administrator, the amount of [he mistaken
contribucion (adjusced for any income or loss in value, if any, allocable thereco) shall be returned direaly co the
Participant or, to the extent requircd or permitced by the Adminiscraror, to the Employer.
10.05 Paytnents to Minors and Incompetents. If a Participant or Beneficiazy entided m receive any benefits hereunder
is a minor or is adjudged ro be legally incapable if giving valid receipt and discharge for such benefiu, or is deemed so
by the Administrator, benefies will be paid to such persons as the Administrator may designate for the benefit of such
Parcicipant or Beneficiary. Such paymenrs shall be considered a payment ro such Participant or Beneficiary and shall,
to the extent made, be deemed a complete discharge of any liability For such payments under the Plan.
10.06 Procedure Wben Distcibutee Canno[ Be Loca[ed. The Administrator shall make all reasonable attempts to
determine the identiry and address of a Parucipant or a Patticipant's Beneficiary entided ro benefits under the Plan. For
chis purpose, a reasonable attempt means (a) the mailing by cerufied mail of a nouce to the last known address shown
on the Employer or Adminisvator's records, (b) notificadon sent to the Social Security Administration or the Pension
Benefit Guazantee Corporation (under their program ro identify payees under redrement plans), and (c) the payee haz
not responded within 6 months. [f the Adminisaator is unable ro locace such a person entided co benefits hereunder, or
if there has been no ciaim made for such benefits, the Trust shall continue to hold the benefics due such person.
Article XI. Relationship to Other Plans and Employment Agreemenu
This Plan serves in addiuon to any other retirement, pension, or benefit plan or system presently in esismnce or hereinafter
established for the benefit of the Employer's employees, and participation hereunder shall not affect benefiu receivable under
any such plan or system. Nothing contained in this Plan shall be deemed m constimte an employment conttact or agreement
between any Parzicipant and the Employer or m give any Participant the right to be retained in [he employ of the Employer.
Nor shall anyching herein be constmed co modify the temis oF any employment contract or agreement between a Participant
and the Employer.
Article XII. Amendment or Termination of Plan
The Employer may ac any time amend this Plan provided that it cransmits such arnendment in writing co the Adminiscrator at
least 30 days prior to the effective dace of the amendmenc The consent of the Administrator shall not be required in order for
22
such amendment to become cffective, 6ut the Administrator shall be under no obligation to wntinue acting as Administrator
� hereunder if it disapproves of such amendment.
The Administrator may at any time propose an amendment to the Plan by an instrument in writing transmitted to the
Employer at least 30 days beEore the effective date of the amendmen�. Such amendment shall become efFeaive unless, within
such 30-day period, the Employer notifies the Adminisvator in writing that it disapproves such amendment, in which case
such amendment shall not become effective. In the event of such disapproval, the Administraror shall be under no obligation
to concinuc acting as Administramr hereunder.
The Employer may at any time terminate this Plan. In the evenc oEtermination, assets ofthe Plan shall be distribuced to
Participants and Beneficiazies as soon as administratively practicable following termination of the Plan. Alcema�ively, assets of
the Plan may be transferred to an eligible deferred wmpensation plan maintained by another eligible governmental employer
within the same State iE (a) all assets held by the Plan (other than Deemed IRAs) are transferred; (b) the receiving plan provides
for the receipt of transfers; (c) the Participanrs and Beneficiaries whose deferred amounts are being transferred will have an
amount immediatcly aher che transfer at least equal [o the deferred amount immediately before the transfer; and (d) the
Participants or Beneficiaries whose deFerred amounts are being vansferred is not eligible for additionai annual deferrals in the
receiving plan unless the Par[icipancs or Beneficiaries are performing services for the employer maintaining the receiving plan.
Except as may be required to maintain che stams of the Plan as an eligible deferred compensation plan under Seaion 457(b) of
the Code or co comply with other applicable laws, no amendment or cermination oFthe Plan shall divest any Panicipant of any
rights with respect to compensation deferred hefore the date of the amendmen[ or temiination.
Article XIII. Applicable I.aw
This Plan and Trust shall be construed under the laws of the scate where the Employer is locaced and is established with
the intent that it meet the requirements oFan "eligible deferred compensation plad' under Section 457(b) of the Code, as
amended. The provisions of this Plan and Trust shall be interpreted wherever possible in conFormiry wi[h che requirements of
that Section of che Code.
In addicion, nonvithstanding any provision oEthe Plan to che contrary, the Plan shall be administered in compliance with the
requirements oFSection 414(u) oFthe Code.
Artide XIV. Gender and Number
The masculine pronoun, whenever used herein, shall include the feminine pronoun, and the singular shall indude the plural,
e�ccept where the context requires ocherwise.
23
DECLARATION OF TRUST
This Declaration ofTrust (the "Group Tmst Agreement") is made u of the 19th day of May, 2001, by VantageTrust Company,
which declazes itself co be the sole Trustee of the trust hereby creared.
WHEREAS, the ICMA Retiremenc Trust was creatcd as a vehide for the commingling oFthe assets of govemmcntal plans
and governmen[al units described in Section 818(a)(6) of the Internal Rcvenue Code of 1986, as amended, pursuan[ to a
Declaration of Trusc daced Oaober 4, 1982, as subsequendy amended, a copy of which is attached hereto and incorporaced by
reference as set out below (the `ICMA Declaration"); and
WI IEREAS, che trust creaced hercunder (the "Group Trusi') is intended co meet the requirements oERevenue Ruling 81-
100, 1981-1 C.B. 32G, and is established as a common trust fund within the meaning of Section 391:1 oETide 35 of the New
Hampshire Revised Stamtes Anno[ared, to accept and hold for investment purposes the assets of the Deferred Compensation
and Qualified Plans held by and through the ICIvfA Reurement Trust.
NOW, THEREFORE, the Group Trust is created by thc execution oFchis lleclaration ofTrust by thc Trusree and is established
with respect to each Deferred Compensation and Qualified Plan by the transfer to the Trustee of such Plan's assets in the
ICMA Retiremcnt Tmst, by the Trustees thereof, in accord wich the following provisions:
(a) Incorporation ofICMA Declaration by Referenre; ICMA By-Laws. Except as otherwise provided in chis Group
Trust Agreement, and m the extent no[ inconsistent herewith, all provisions of the ICMA Declara[ion are
incocporated herein by reference and made a part hereof, [o be read by subs�ituting the Group Trust Eor the
Retirement Trusc and the Trusree for chc Board ofTruscecs rcEerenced therein. In chis respect, unless the
context cleady indicares otherwise, all capitaliud cerms used herein and defined in the ICMA Declazation
havc the meanings assigned ro them in che ICMA Declaracion. In addi[ion, chc By-I,aws oFthe ICMA
Reciremen� Trust, as the same may be amended from time-to-time, are adopted as the By-Laws of che Group
Trust to the extent not inconsistent with the terms of this Group Tmst Agreement.
Nonvithstanding the foregoing, the terms of the ICMA Declaration and By-laws aze further modified with
respect co the Group Trust crea�ed hercunder, as Eollows:
1. any reporting, distribution, or other obligation oE the Group Trust vis-a-vis any Deferred
Compensation Plan, Qualified Plan, Public Employer, Public Employer Trusree, or Employer Trust
ahall be deemed satisfied ro the extent that such obligation is undertaken by the ICMA Retirement
Tmst (in which case the ohligation of the Group Trust shall run to the ICMA Retirement Trust); and
2. all provisions dealing with the number, qualification, elecdon, term and nominauon ofTrustees shall
not apply, and all other provisions rclating to truscees (including, but not lunited to, resignation
and removal) shall be interpreted in a manner consistent with the appointmenc of a single wrporare
trustee.
(b) Complianre wlth Revenue Procedure 81-100. The requirements of Revenue Procedure 81-100 aze applicable co
the Group Trust as Eollows:
1. Pursuant to the terms oF chis Group Trust Agreement and Atticle X oF thc By-Laws, imescment in the
Group Trust is limited to assecs of Deferred Compensation and Qualified Plans, imesting through the
ICMA Re[irement Trust.
2. Pursuant m the By-Laws, the Group Trust is adopted as a part of each Qualified Plan that invesrs
herein through the ICMA Retirement Trusc.
3. In accord with the By-Laws, chac pan of the Group Trust's corpus or income which equitably bebngs
to any Deferred Compensauon and Qualified Plan may not be used for or diverced m any purposes
other than for the exdusive benefit of the Plan's employees or their beneficiaries who are entided to
benefits under such Plan.
t
, 4. In accord with the By-Laws, no Deferred Compensation Pla� or Qualified Plan may assign any or
pazt of its cquity or interes[ in che Group T�ust, and any purpotted assignment of such equiry oc
incerest shall be void.
(c) GoverningLaw. Excepc az othenvise required by federal, state or local law, this Declaration ofTrus� (induding
the ICMA Dedaration to the extent incorporaced herein) and the Group Trust creared hereunder shall be
conscrued and determined in acco�dance wich applica6le Iaws of the State of New Hatnpshire.
(d) Judicial Proreedings. The Trustee may at any cime initiate an action or proceeding in the appropriate scate
or Eederal courts wichin or outside the state oFNew Hampshire for the settlement of its accounts or for the
decermination of any question of conscruction which may arise or for instructions.
IN WITNESS WHEREOF, the Trusree has executed rhis Dedaration of Trusx as of the day and yeaz first above written.
VANTAGETRUST COMPANY
By: G,�� � 5���
Name: Angela Montez
Tide: Assistanc Secretary
2
ICMA-RC Services llC, a wholly owned broker-dealer subsidiary of ICMA-RC, mem6er FINRA/SIPC.
ICM/�C
ATTN : RECORDS MANAGFMENT UNIT
P.O. BOX 96220
WASHINGTON, DC 20090-6220
1-800-669-7400
WWW.ICMARC.ORG
EN ESPANOL LLAME AL 1-800-669-8216
BKT000-014-200902-454
, ICMA RETIREMENT CORPORATION
GOVERNMENTAL 457 DEFERRED COMPENSATION
AMENDMENT FOR POST-EGTRRA LEGISLA'I'IVE AND REGULATORY CHANGES
Pursuant to Attide XII of [he ICMA Retirement Corporation Governmental Deferred Compensacion Plan & Trust
(the "Plan"), ICMA Retirement Corporation, as Plan Administratoy hereby adopts this Amendment on behalf of all adopting
Employers to add a new Appendix A as follows, effettive as provided cherein.
Appendix A
ARTICLEI
PREAMBLE
1.01 Applieability. This Appendix memorializes the operation of the Plan in acwrdance with the following legislative and
regulatory items.
(a) Pension Protection Act of 2006;
(b) Emergency Economic Stabilization Act of 2008;
(c) Worker, Retiree, and Employer Recovery Act of 2008;
(d) Katrina Emetgenry Tas Relief Ac[ of 2005; and
(e) Gulf Opportunity Zone Act of 2005.
1.02 Superseding of Inconsistent Provisions. This Appcndi�c superscdes the provisions of the Plan and Adop[ion
Agreemen[ to [hc extent those provisions are inconsis[en[ with [he provisions oFthis Appendix.
1.03 Construetion. Except as otherwise provided herein, any reference to "Seaion" in this Appendix reEers only to sections
within this Appendix and is not a reference to the Plan. The Ar[icle and Section numbering in this Appendix is solely
for purposes oEchis Appendix and does not relate to any Plan artide, section, or other numbering designa[ions.
ARTICLE II
PENSION PROTECTION ACT OF 2006
2.01 Baelcgouad. On August 17, 2006, the Pension Protection Acc, Puh. L. No. 109-280 ("PPA became law. I[
atnended the Code to provide for a number oF char�ges with regazd to Code section 401(a) plans and Code section
457 plans. This Artide incorporates the relevant provisions of PPA into the Plan.
2.02 Required Notice for Participant Distributions. With respect to any distribution notice and election form that
is, under the terms of the Plan, to be delivered 90 days bcfore the dare at of which a distribucion is to be made, the
window for giving Participants such distribution notices and election forms shall be e�c[ended to 180 days before the
date as oEwhich a distribucion is to commenca This Seaion 2.02 shall be effective for calendar years beginning aker
December 31, 2006.
2.03 Rollover by a Non-Spouse Daignated Beneficiary:
(a) Unless otherwise elected by the Employer, for Plan Years beginning after December 31, 2006 buc on or before
December 31, 2009, a non-spouse Beneficiary who qualifies as a"designaced beneficiary" under Code section
401(a)(9)(E) may establish :u� individual retirement plan that will be treated as an Inherited IRA pursuant ro the
provisions of Code section 402(c)(11) into which all or a portion of a death brne6t disaibution from this Plan
can be cransferred direcdy. A trusc maintained for the brnefit of one or more designated beneficiaries shall be
treated in che same manner as a designated beneficiary.
.
(b) Nonvichstanding the election made in subsection (a), for Plan Years beginning afcer December 31, 2009, a non-
spouse Beneficiary who qualifies as a"designated beneficiary" under Code section 401(a)(9)(E) may establish an
individual retirement plan that will be treated as an Inherited IRA pursuanc to the provisions oFCode section
402(c)(11) into which all or a portion of a death benefit distribution from this Plan can be transferred dimcdy. A
trust maintained for the benefit of one or more designated brneficiaries shall be treated in the same manner as a
designated benefivary.
(c) Notwithstanding anything herein to the convary, a death benefit distribution shall not be eligible for transfu ro
an Inherited IRA to the extent such distribution is a required minimum distribution under Code seccion 401(a)
�9).
2.04 Distributions for Unforeseen Financial Emergencies.
(a) Unless otherwise elected by the Employer, after August 31, 2007, the decermination of any unforeseen emergency
will be expanded to induda circumstances of severe financial hardship resulting from an illness or accident of a
Primary Beneficiary or other similar extraordinary and unforeseeable circumstances of a Primary Beneficiary that
result in a severe financial hazdship.
(b) A"Primary Beneficiary" is an individual or individuals who are named as a Beneficiary under the terms of the Plan
and who have a right to all or a ponion oF the Participant s account halance upon the Parcicipant's death.
2.05 Distributions for Health and Long-Term Care Insurance for Public Safety OfTicers.
(a) If elected by the Employer, for Plan Years beginning a&er December 31, 2006, Eligible Retired Public Safety
Officers may elect after separation from service ro have up ro$3,000 distributed ta�c-free annually from the Plan
in order to pay for Qualified Health Insurance Premiums for an accident or health plan (induding a self-insured
plan) or a qualified long-term care insurance wntract. The Plan shall make such distribudons dimcdy ro the
provider of the a«ident or health plan or qualified long-term care insurance contract.
(b) The term "Eligible Redred Public Safety Officer" means an individual who, by reason of disability or attainment
of normal redrement age, is separated from service u a Public Safery Officer with the employer who maintains
[he eligible retirement plan Erom which distribucions pursuant to �his Atticle are made. The term "Public Safery
Officer" has the same meaning given such cerm by secdon 1204(9)(A) of the Omnibus Crime Control and Safe
Sveets Act of 1968.
(c) The term "Qualified Health Insurance Premiums" means premiums for coverage for the Eligible Retired Public
Safery Officer, his spouse, and dependents, by an accident or health insurance plan or qualified long-term care
insurance contract (as de6ned in Code section 7702(B)).
2.06 Rollovers to Roth IRAs. Effective for distributions after December 31, 2007, a Participant may elea to have any
portion of an Eligible Rollover Distribution paid direcdy to a Roth IRA described in Code section 408A.
ARTICI.E III
EMERGENCY ECONOMIC STABILIZATION ACT OF 2008
3A1 Background. On October 3, 2008, the Emergenry Economic S[abilization Aa of 2008, Pub. L. No. 110-343
("EESA"), became law. With regard to retirement plans, EESA generally permits plans to allow repayments of cettain
prior qualified disvibuuons for home purchazes for patticipancs afFected by cerrain 2008 Midwestem severe storms,
tornadoes, and ftooding and to permit repaymenrs of prior qualified distributions for home Purchazes. This Article
incorporates the relevant provisions of EESA into the Plan.
3.02 Qualified Disaster Recovery Assistance Distribu[ions and Repayment Thettof. The provisions relating ro
qualified disumr recovery assistance distributions and repayment thereof set forth in section 702 of E£SA shall apply
to the Plan.
2
3.03 Repayment uf Prior Qualified Disuibutions £or Homa Purchases to Plan. The provisions relacing co repayment of
prior qualified disvibu[ions for home purchases set forth in section 702 of EESA shall apply to the Plan.
ARTICLE N
WORKER, RETIREE, AND EMPLOYER RECOVERY ACT OF 2008
4.01 Background. On December 23, 2008, the Worker, Retiree, and Employer Recovery Act of 2008, Pub. L. No.
110-458 ( became law. WRERA amended Code section 401(a)(9) m suspend required minimum
distribucions for 2009. It is also possible chat legislation will be cnacted in the future thac suspcnds required minimum
distributions for 2010 or a later ycar. This Artide incorporates chc relevant provisions of WRERA imo the Plan and
describes the Plan tetms that will apply in the even[ that required minimum distributions are suspended in a yeaz
subsequcnt to 2009.
4.02 AppGcadon of Minimum Distribution Requirements. The minimum distribution requirements oEsection 40l(a)
(9) of the Code shall only apply to the Plan co che extent that such requirements are applicable by law for a year.
4.03 Special Rule for Scheduled Installment Payments. All installment payments schedulcd to be distribuced to a
Participant prior to the effectivc date of a suspension oE the required minimum dis[ribution provisions of Code sec[ion
401(a)(9) shall be distribuced as scheduled unless the Puticipant affirmatively elects ro have the payments smpped.
Notwi�hscanding the foregoing, for purposes of chis Seaion 4.03, the eEfective dace of the suspension of the required
minimum distribution provisions for 2009 shall be deemed Jannary 6, 2009.
ARTICLE V
KATRINA EMERGENCY TAX RELIEF ACT OF 2005
AND GULF OPPORTUNITY ZONE ACT OF 2005
5.01 Background. On Scptember 23, 2005, the Kavina Emergency Tax ReliefAct of 2005. Pub. L. No. 109-73
("KETRA"), became law, and on December 21, 2005, the Gulf Opportunity Zone Act of 2005, Pub. L. No. 109-135
("GOZA became law. Generally, KETRA and GOZA permit plans [o allow repayments of certain prioc qualified
distributions for home purchases for Pazticipancs affected by Huaicanes Kaaina, Rita, and/or Wilma. This Article
incorporates the relevant provisions of ICETRA and GOZA inco the Plan.
5.02 Qualified Hurricane Disuibutions and Repayment T6ereof. The provisions relating to qualified hurricane
discribucions and repayment thereof sec forth in section 1400Q(a) of che Code shall apply ro che Plan.
5•03 Repaycnent of Prior Qualified Distributions for Home Purchases to Plan. The provisions relatinp, to cepayment of
prior quali6ed dis[ributions for home purchases set forth in Code section 1400Q(b) shall apply to the Plan.
3
STATEMENT OF INTENT AND AMENDMENT FOR THE
ICMA-RC 457 PLAN DOCUMENT
Plan Number: 30 � V � �
NazneofEmployer. �' �' I� Uf I"''�Ef"J��� State: m�
I. Employer Inrention
The employcr is amending the ICMA Retirement Corporation Governmenta1457Deferred Compensation P(an cr
Trust document to include the Increased Benefit Accrual provision of the Heroes Eaznings Assiscance and
Relief 7arz Aa of 2008.
II. Employer Insttuctions Regarding Plan Administration
"rhe plan will offer the Increased Benefit Accrual provision for patticipants who die or become disabled while
on active military dury.
III. The Ef}'eaive Dare
This provision is effeaive for death or disability occuaing on or aFter January 1, 2007.
This statemenc of intent shall be effective as oF the date this document is signed by the Plan's duly
auchorized officet.
IV. Employer Signa[ure
Natne d T' e� O cial Plan Coordina[or: 1 r 1� 1" L� r� � 1�7 �/'� `�'°'� DI R E�To ►� a� - � + �
Signat : Da[e: �"/ � � � I � � •�� � � ��� ' 1 �
Conuct Number: �� �' � a Email Address: I I R � I'� U��
�'�oa3 R.1vERs�e��o. c,ow�
A copy of the completed statement of intent should be remmed ro ICMA-RC (retain the original for your recotds):
Farz to: OR Mail to:
202-962-4601 ICMA-RC
ATTN: NBU Malyst ATTN: NBU Malysc
777 Norch Capirol Streec, NE
Washington, DC 20002-4240
3
ICMA-RC GUIDED PATHWAYST"' MANAGED ACCOUNTS SERVICES AGREEMENT
�
This Managed Aewunts Services Agreement ( Agreemenc made as of che �9 day of � L��_, 20b �(herein tefeaed to as the "Inception
Date"), between the «PlanSponsor» ( a«E,ntiry�� organized and acis[ing under che laws oEthe Sta[e of «IncS[a[e» with an office at
nAddressl», «City��, «S[ace�� �PostalCode�� and Intemational City Counry Management Association Retirement Corpora[ion ("ICMA-RC"), a
Delaware mrporacion, is to add the disaetionary invescment advisory services program ("Managed Aecounts") described in chis Agreemenc
as a discrecionary asset allocacion and managemenc setvice ofFered under your employer-sponsored retiremenc plan or plans ("Plan').
RECITALS
F,mployer aas as a public sponsor for a Plan with responsibiliry co obtain invesement al[ernatives and services for employees and former
employees participacing in that Plan (each a"participanc");
ICMA-RC provides an array oEservices ro public employers for che operacion of employee retirement plans induding, buc not limited
to, imes[ment advisory services, communications concerning inves[men[ al[ernacives, account maintenance, account remrd-keeping,
imes[ment and tax repor[ing, transaction processing, benefit disbursemen[, and asaet management.
Managed Accounts is a new discrecionary invescmenc advisory service provided as parc of ICMA-RCs Guided PachwaysT"� program, a
suice oEinvestmenc services designed �o assist participancs in reaching their recirement imesting objectives.
This Ap,recment adds Managed Accounts, a discre[ionary assec allocacion investment advisory scrvice, m Asset Class Guidance and
Fund Advice, already ofEered by ICMA-RC and available to most parcicipants. These services, all ofwhich are oFfered through che
Guided PathwaysT^� placform, are intended co assist parcicipancs in reaching cheir retiremenc investing objeccives.
ICMA-RC is an imescment adviser registered as such with the U.S. Securicies and Exchange Commission ("SEC") under �he Investmenc
Advisers Act of 1940, as amended ("Advisers Ac["). ICMA-RC Services, LLC (a wholly owned subsidiary of ICMA-RC) is registemd as a
brokeo-dcaler with che SEC and is a member in �ood standing with NASD and the Securicies Imesror Proteaion Corporacion ("SIPC").
AGREEMENiS
1. Investment Advisory Services
Each participant, beneficiary or altema[e payee as permi[[ed under the Plan (collectively, `Participants"), elec[ing to have
investment advisory services provided by ICMA-RC must agree m che Investment Advisory Agreemen[ ("Participan[ Agreemen["),
which desctibes �he Feamres of Managed Aewunts and Fund Adviee as well as che tights and responsibilicies of the Participa�ts
under the pmgram.
Participants who are (l) subjece m any imposed frequcnt trading rescrictions ot (2) have separared service and have wichdrawn all
assets from cheir account(s) are not eligible to participate in Managed Accounts.
By encering into this Agreemenc, you acknowledge and agree thaz you have received and reviewed chis Agreement and che
Parcicipant Agreemenc, induding the rerms, conditions, and decails of Managed Aeeoun[s described in those Agreements and chat
as Plan Fiduciary you authorize ICMA-RC m offer and make available Managed Accounts to Pazticipants in each of yout
eligible ICMA-RC administered Plans (e.g., 457 401, Payroll and Deemed IRAs). Vantagecare Retitement Health Savings
Plans and Plans t6at do not meet core investment option asset category requiremeats (e.g., ICMA-RC's standazd 457 PTS
Plan) aze not considered eligible plans.
Marwged Actounts
Managed Aeeounts is a discretionary asset albcation and managemen[ service designed For Par[icipants who wanc [o delega[e
their individual Plan investmen[ decisions ro a financial expert. Participants are charged an asset-based fee for Managed Aecounts.
See Seaion 5 below Eor applicable fees.
Under Managed Aeeounts, a Participant au[horizes ICMA-RC [o exercise discrecionary authoricy to allocare and realloca[e the
assets in his or her Plan a�count or accounts among eligible Plan investments and impleme�t individualized advice generaced From
the invescmenc mechodologies and sokware creared by Ibbocson Associates, Inc ("[bbotsod'), a leading provider of recirement advice
a�d asset allocacion straregies. Ibbotso� is a federally registered investment adviser and a wholly owned subsidiary of Morningstar
Inc., a leading world-wide provider of independent research committed ro helping investors reach cheir financial goals. In providing
such services m ICMA-RC, Ibbotson acts as the Independen[ Financial Exper2 (°IFE") as that term is used in Advisory Opinion
2001-09A issued by the U.S. Dcpartment of Labor (thc "DOL") (see Section 3, below). Based on information provided by [he
Participant abouc his or her financial condition and investment objeccives, ICMA-RC allocares [he Parcicipan['s account according to
the applicable Ibbocson model on a discre[ionary basis withouc seeking the Participant's approval for each cransaction.
Managul Accoancs Service Agmement � �CMA-R(
The entire accounc ba(ance oFany account designatcd for participacion in ManaPed Accounts must be allocared m Managed
Accounts.
Par[icipan[s must agrec m provide financial and other information as masonably reyuesmd by ICMA$C and m inform ICMA-RC
prompdy of a�y changes in their circumstances in order m assist ICMA-RC in the development and management of an investment
svategy [hat is suitable and appropriate. ICMA-RC will notify Par[icipants quarrerly to co�tact ICMA-RC regarding any changes
in their financial simation, employment stams or imestment objectives and wiO contact Participants at Ieast anrmally ro de[ermine
whether any such changes have occurred or whecher Parcicipants wish co impose any reasonable restrictions on cheir accounts which
are not fundamencally inconsiscenc with their imcs�menc objectives or the namre or operacion oEManaged qeeaunts. ICMA-RC
personnel knowledgeable abouc the managemcnt of che Parcicipanc's accoun� will be reasonably available to respond m Participanc's
inquiries. Parcicipants will reccive quarrerly scarements consiscing oEall aaivity in cheir accoun[s, including fees and expenses as well
as the beginning and ending value of the account for [he relevan� period, and will receive copies of confirmations of any [ransactions
in their acmunts.
Initially and at least annually thereaker, Participants are given an oppormniry to review and confirm the accuracy and
wmpleceness oEthe inEormation upon which their advice is based. When appropriate, but normally on a quarterly basis, eligible
assets in the Participant's account will be rebalanced back to the currendy remmmended model advire portfolio.
Because ICMA-RC has discrctionary au[horiry over the Par[icipant's accoun[ undcr Managed Accounts, ccrtain Participan[-directed
account transactio�s otherwise available to the Participanc, such as transfers of existing account balances and changes to fucure
convibution allocations, syscematic or o[herwise, will noc be processed until the Parcicipant haz rerminated participation in Managed
Aeeounts. Participancs may termi�ate patticipa[ion in Managed Aeeounts a[ any time at [heir discre[ion.
The Managed Aeeounts program does not provide advice for assets in self-direc[ed brokerage accounts, certificates of deposits,
or cercain o[her inves[men[ options. However, while only ICMA-RC administered rctiremen[ plan assecs are managed, other
assecs (i.e., spousal asseu, brokerage acmunts, ete.) can be taken into consideration For [he purpose of determining the appropriate
allocation for the retirement plan accounc ro the excenc chat the Participant has provided inFormation abouc such assecs.
Certain investment options within yout Plan may charge a redemption fee on specific [ransactions. Transactions initia[ed
by ICMA-RC under Managed Aecounts may resulc in such redempcion fecs being chargcd m Parcicipants. Any applicable
redemption fees will be deducced direcdy from the Participancs' accounts.
Asset Class Guidance and Fund Advice
BotbAsset Cla.ss Guidance and FundAdvice are curnently o�`rred to maat Partiripanu. These rervues are of�'ered dirertly
tbrougb ICMA-RC in ronjunction with Ibboaon as tbe IFE. ICMA-RC applies metbodologies droelaped, maintained and
oversern by Ibbodon. The Plan is not cbarged any additional fec for allaming these seruices to be of�"ered to Partitipants.
Asset Class Guidance
Asset Class Guidanee provides "poinc-in-time' assec allocation remmmendations m Participan�s looking for assistance in
selecting their reciremcnt plan invescments. Asset Clus Guidance does not provide fund apecific reeommendations. These
individualized asset allocation recommendacions from ICMA-RC may be provided through �he intemec, on paper, or by an
ICMA-RC associace over the telephone or through face-to-face meecings with an ICMA-RC associace. ICMA-RC creates the asset
allocation recommcndations by applying methodology developed, maintained and overseen by Ibbotson.
Assec allocacion recommendacions are based upon a wealch Forecast that cakes inco acwunt noc only the Participant's Plan account
values and contribucion rares, but alsq ro the extent provided by the Parcicipant and relevant to the forecast, other assets held
by the Participanc or the Patcicipant's spouse or Family member, and personal informacion oEthe Parcicipant - indudinP but noc
limited m, date of birth, anticipated or acmal da[e of retiremrnt, e[c. The wealch forecast refleas the results of Monre Carlo
simulacions ro determine �he probable result of various accounc allocations, savings rares, e[c.
'rhe Paaicipant may elect whecher m use this service, and if so, when and how oFcen ro use it. The Participanc will be responsible
for implemencing any assec allocation recommendacions based on che ordinary means available under the Plan (i.e., cransfer of
account balances), and for subsequent monitoring or review of che account and of the accurary of inEormation ucilized in arriving
at the assec allocation recommendation.
Parcicipants are noc charged additional fees for using Asset Class Guidance under Guided Pachways r "'
Managed Accouncs Service AKreemenc Z I(MA-RC
Fund Advice
Fund Advice provides `point-in-time" individualized inves[menc advice to Participants seeking assistance in seleaing specific
retirement plan investmen[s. Fund specific recommendations are constructed by Ibbo[son from among the investment op�ions
available in the Plan. Fund Advice may be provided through the Incernet, on paper, or by an ICMA-RC associate over the
telephone or through face-to-face mee[ings with an ICMA-RC associace. ICMA-RC creates Fund Advice remmmendacions
by applying methodology developed, maintained and overseen by Ibbocson. The investmen[ advice and fund specific
recommendations are construcced by Ibbo[son from che invescmenc options available under the Plan and as seleaed by you as the
Plan Sponsor, applied to che Participant's individual informacion and account.
Fund Advice is based upon a wealth forecast that cakes into account noc only ehe Par�icipant's Pla� accounc values and
contribution rates, but alsq m the exten� provided by the Participant and relevant m che forecasc, ocher assets held by the
Participanc or che Participanc's spouse or Family member, and personal information of the Parcicipant - including but not limited
to, da[e of hirth, anticipated or acmal dace of retiremen[, etc. TAe wealth forecasts reflect the resulw of Monte Carlo simulations ro
determine che probable result ofvarious account allocations, savings rates, etc.
The Participanc may elect whecher ro use this service, and if sq when and how often m use it. 'The Parcicipanc will be responsible
for implemencing any advice or fund specific rccommenda[ions using the ordinary means available under [he Plan (i.e., transfer of
account balances), and for subsequent moniroting or review of the account and oEthe information ucilized in arriving at the advice.
Participants using Fund Adviee are responsible for supplying updated information when their personal circumstances or other
facmrs change.
ICMA-RC will chatge a scandard $20 a�nual fee to Participancs using Fund Adviee. However, certain Participancs, such as those
in che Premier ProgramT^�, can utilize the Advice secvice for no charge. The fixed annual fee will be charged to [he Participant's
account following enrollment and will entide che Participanc to use oFthe service For a twelve-month period. For each succeeding
twelve-month period for which the Advice service is i�iciated or contirmed, the Participanc will be reqwred to te-enroll and pay the
annual Eee in order co continue receiving the service.
Guided PachwaysT"'� allows Participants to direcdy implement recommended ttansaccions (fund transfets and contribu[ion
realloca[ions) in their ICMA-RC accounts.
2. Employer Designafions and Deferminations
By entering inm [his Agreemen[, Employer determines tha[ [he compensation paid m ICMA-RC by Par[icipants for services under
the Guided PachwaysT^� program, including the Managed Aeeounts services, taking into account any other compensation m
ICMA-RC or ies affiliares for investmen[s and urvices provided to Plan accounts, is reasonable in light of the inveatment advisory
services to be rendered.
Employer designates that che individual i�vescment options ofEered co Participants under che Plan will be the same investment
options available to Parcicipants selec[ing Managed Accounts and Fund Adviee. In making such a designacion, you acknowledge
and agree to any limits on the invescment options co which the advice may apply, and to any limitations imposed by the investment
option or by thc Plan.
Employer acknowledges that ICMA-RC or an affiliate may be providing additional services, indudinp, inves�ment, Plan
mcordkeeping, Plan wmpliance, and other relaced Plan adminisvative setvices. However, the Employer retains its exiscing
responsibiliry for taking necessary sreps m adopt, amend and maintain the qualification of che Plan.
3. Prohibited Transactions
Although your Plan, as a governmental plan, is no[ subject m all the requiremen[s of ERISA, under ERISA certain types oF
vansaaions are prohibiced, including, generally, the provision oEinvescmenc advice by an e�[ity or an individual thac is providing
ocher services co che Plan for compensacion.
The DOL issued Advisory Opinion 2001-09A ( Opinion') to SunAmerica Retiremenc Marke[s. Ine ( on
December 14, 2001. The Advisory Opinion provides tha[ inves[ment advice based o� a compucer program controlled by an IFE
and delivered co a Participan� by an organizatio� or adviser thac is also providing plan investmen�s from which ic receives income,
will no[ cons[imte a pmhibi[ed [ransaction if certain requiremen[s are met. The DOL issued the Advisory Opinion in response ro
a reques[ for a prohibited [ransaction exemp[io� ("PTE") by SunAmerica. ICMA-RC has en[ered into an agreement wi[h Ibbotson
co provide the type of services described in the SunAmerica PTE requesc and the Advisory Opi�ion.
Managed Acmunts Service Agreement 3 ICMA-RC
ICMA-RC is already providing services to your Plan, which may indude enrollmenc and concribution processing, Plan
recordkeeping and compliance, education and other services, induding mumal funds advised or sub-advised by [CMA-RC or an
affilia[ed adviser which may be induded as eligiblc Plan investments. By executing this Agreement, you are authorizing ICMA-RC
to provide imescment advisory services under Managed Accounts.
Managed Accounts may be pmvided thcough che Incernet, on paper, or by an ICMA-RC associace over che celephone or through
a face-to-face meeting. ICMA-RC associares will continue m provide many of the same Plan and imestmen[ services m[he Plan
or Parcicipants thac he ot she would otherwise provide, in the absence of Managed Accounts. However, pursuanc ro the Advisory
Opinion, ICMA-RC associares will present the advice as decermined under the imestment methodologies and soFtware developed
by Ibbocson and may noc alter chat advice.
4. Investmenf Advice Process
From the imescment options available to Plan Participants, Ibbocson witl select the funds to be indudcd in che model advice
portfolios under Managed Accounts.
To be eligible for Managed Acwunts ot Fund Adviee, the Plan musc ac all times provide imescmenc opcions which cover the
following required asset categories as derermined by Ibbocson: US Fixed Income (Cash, US Short-term Bonds or US Bonds), US
Equity, and Interna[ional Equity. Ibbotson, as che IFF., is solely responsible Eor determining the adequary of the Plads exposure to
che required asset cacegories. ICMA-RC will notify you if available investmenc options under your Plan fail m indude one or more
assec categories required Eor conscruction of die Ibbotson model porcFolios.
On an ongoing basis, Ibbotson will monimr the asseo-dass porcfolios and che individual imestment options included in che model
porcfolios, and make changes as appmpriace. With certain ezceptions, any recommended changes atising from such monimring
will generally be implemen[ed not more Erequendy than quarcerly.
Participancs with multiple ICMA-RC-administered accounts under che same Employer Plan and/or mulciple ICMA-RG
adminiscered accounts wich different Employer Pla�s, have the opcion of individually seleaing the accouncs ro which Managed
Aceounts will be applied.
Each Participant enrolling in Managed Aeeounts will be assigned to one of a fixed number of model advice portfolios bued upon
�he informacion provided m ICMA-RC by the Plan and che Participant. As described in che Patticipanc Agreemenc, a minimum set of
daca items will be required in order co assign the Participanc m a model portEolio. These include gender, dace oEbirch, marital stacus,
employment status, salary, retirement pla� account balances, currenc recirement plan savings rare, desired replacement recirement
income, and desired probability of inee[ing or exceeding desired replacement retirement incoma .
Certain required information on Participanc accounts is au[oma[ically �re-populated ro ManaPed Accounts by ICMA-RC.
Par[icipancs are responsible for providing any other required or nomrequired information, although "defauh assumptions may be
used for eer[ain informa[ion.
Addicional information can be provided, by the Plan or che Patticipanc, co furthet assisc in the seleccion of the appropriate model
advice portfolio, including additional infotmation about the Participant and/or che Participan�'s spouse and/or family, iFapplicable.
This additional inEormacion can indude, b�t is not limiced co:
Outside Plan Asscts: Account information on non-ICMA-RC dcfincd contribution rctircmcnt and non-retiremcnt accounts (i.c.,
401 and 457 plans, savings, retail brokerage), and other account inFormacion induding but not limited to: acco�nc rype; acmunt
❑ame; acmunc balance; account holdings; etc.
Recirement Plan I.oans: Details on outstanding mtiremen[ plan loans induding but not limi[ed to: mamriry date; oucs[anding loan
balance; repayment amoune, interest rate; repayment frequency; ete.
Cash Flow: Details on nomre[iremrnt plan cash flows including but not limi[ed co: received inheritance or coflege tuition costs;
cash flow rype (income or expense); amount; college cosc beginning year, college cost ending year, etc.
Ocher Benefi[s/Recirement Ylan Information: Induding but no[ limited to: [nformation on dehned benefic pension plans or Social
Securiry; start age; pension monchly paymenr, social securicy monthly estimate; ecc.
InFormation Abou[ Your Spouse's Personal and Financial Situations: Induding but not limi[ed to: Information on your spouse and
his/her retirement and non-retiremen[ accou�ts; dace of birth; annual savings rate; salary; account type; account name; account
balance; account holdings; ete.
Managed Actounts Service Agreemem. 4 ICMA-RC
Pazticipants will be permitced m enroll in Managed Accounts at any time. However, iFa Paaicipant previously rerminated the
service wich respect co a Plan, he or she must waic at least uncil the nexc cale�dar quazrer before re-enrolling in the service Eor that
Plan and may not enroll more than two times in any 12-month period.
Upon enrollmenc in Asset Class Guidance or Fund Advice, a Plan Participant may use chese services as oken as desired, in che
manner (and subject m a�y limitations) desaibed in the Participanc Agreement or Terms and Conditions document A Parcicipant
enmlling in Managed Accounts or Advice will receive a scatement summarizing [he data provided to ICMA-RC thac was used to
fotmulate the advice, and if accessing che setvice over the Incemet, will be given an oppormnity io mrrect or modify chat data before
che service is initiated. Thereafter, che Participant can revise, add, or change his or her da[a at any cime. Parcicipancs enmlled in
Mmaged Aeeounts will be contacted at leasc annually regatding chis information, and may speak with an ICMA-RC associate at
any cime. A comprehensive review of che Managed Aeeounts portfolios will be perFormed a�nually by Ibbotson, and the accouncs
will be rebalanced quartedy. Participants are responsible Eor contaaing ICMA-RC with any new or revised inFormation that may
warranc an addicional review of the account. Allocation or reallocations may be limi[ed by the Plan or by �he underlying investme�c.
Such limicacions will be taken into account by Ibbotson in the developmenc and implementation of che advice.
5. Parficipant Cosfs
Parcicipants who enroll in Managed Accounts are assessed an asset based fee that is charged on a monthly basis based on the
month-end average daily acwunt balance in Managed Aecountc. The Managed Aeeounts fee will be calculated as a percentage of
the accoun[ value and applied ro[he accoun[ as a fixed dollar amoun[. The standard Managed Aeeounts Fee Schedule is presented
below a�d is also decailed in the Participant Apmemenc.
F��Sr S�s,oao o.ao�i
Next $25,000 0.55°k
Next $50,000 0.45%
Next $150,000 0.35%
Ouer 5250,000 0.25%
The Managed Aecounts Fee will be deducted pro-rata against all investmencs in any account induded in Managed Aeeounu.
Employer hereby directs chat these costs be withdraw� fiom Participant accoun[s. You will be provided ac least 90 days' advance wricren
nocice of any change in the race of Fees assessed co Patticipant acmunts. Fees will he assessed to Participant accouncs on a pro-tata basis
among invescments. There is no cost assessed to the Employer or che Plan for oEfering Managed Aeeounu.
ICMA-RC will �harge a s[andard $20 annual fee to Parcicipants using Fund Adviee. However, certain participants, such as
those in the Premier ProgramT"�, can utilize the Fund Advice service for no charge. The Sxed annual fee will be eharged to the
Participant s account following enrollme�t and will entide the Participant to use of the service For a twelve-month period. Fot each
succeeding twelve-monch period for which the Advice service is iniciated or concinued, the Parcicipant will be required to re-enroll
and pay che annual Eee in order ro continue receiving the service.
Participants are noc charged any additional Eees For using Asset Class Guidance under Guided Pathways.
6. No Guarantee
Employer understands, acknowledges and accepts chac the advice provided hereunder relies on historical perFormance and other
daca, all of which have limitations. Past performance of imestments is no guarantee oEfuture results. The analysis and advice
provided depends upon a number oFFactots, indudinp, the information provided by the Participant, various assumpcions and
estimates and other considera[ions. As a result, the wealch Forecast developed and advice and recommendations provided are no
guarantees cha[ a Participant will achieve his or her retiremen[ goals or an[icipa[ed mturns. You u�derstand [hat there remains a
eisk oEloss within eligible investme�c options.
7. Form ADV
Part II of ICMA-RC's Form ADV ('Brochure"), a portion of ICMA-RC's SEC adviser regisvation sca[ement, concains additional
infotma[ion about ICMA-RC and our advisory services. By entering inco [his Agreemen[, you represent that you have received and
reviewed a copy of che Brochure.
Managed Accoun[s Service Agreemenc S ICMA-RC
8. Limitation of LiabiliTy
You understand and agree thac there is no guarantee chat the recommendacions made by ICMA-RC pursuant co the imestmen�
methodologies and soFcware devebped by Ihbotson will be su«essEul. Nor can ICMA-RC ensure thac a Participant will achieve
his or her recirement goals or anticipated re[urns. You acknowledge chat the outcome oEche Gwded Pathways services calculacions
are estimates only, and thcre is no guarantee of thc fumre financial performance of Participant investments or [ha[ Participants will
meet their desired goal(s).
You agree, understand and acknowledge that [he advice is based on che responses provided and other information Fumished m us
by Participancs �hrough Guided Pathways and Managed Accounts and updared as necessary. ICMA-RC shall noc be liable for any
misscatemenc or omission contained in [he informacion furnished to us, or any loss, liability, daim damage or expe�se whatsoevcr
arising out oFor actribucable to such misstatemenc or omission. Nothing in this section shall be consvued as a waiver oEany rights
Employer or Participancs may have under wmmon law, che Advisers Act, or any ocher Federal or stace securities or retirement laws.
ICMA-RC is noc responsible Eor providing and maintaining che communicacions a�d equipmenc (including personal compucers
and modems) and celephone or alcernative services required for accessing and utilizinp, clectro�ic ot aummated services, or for
communications service fees and chatges incurred by che Participanc in accessinp, these services.
9. Assignabilify
This Agreemenc shall not be assignable by any party wichouc the prior written consent of the ocher parry.
10. Term and Terminafion of Managed Accounts Service
This Agreemenc shall be in effea and commence on the dare all parcies have signed and executed this Agreement ("Inception Dace").
This Agreement will be renewed au[omatically For each succeeding year unless 60 days' advanee written notiee of termination is
provided by either party to the ocher, pmvided however chac some or all of the notice period may be waived upon a demonstration that
only an eadier rerminacion will comply with the independent fiduciary's fiduciary duty.
Employer may termina�e the services at any time for all Participancs, subject [o a reasonable advance wriccen notice requiremenc
consistent wich applicable law. Such tetmination shall be effective as soon as reasonably practicable thereaker.
A Participanc may terminate [he Managed Aceounts service with respea co his or her account(s) a[ any time.
During [he rerm of this agreement, ICMA-RC reserves the righ[ m replace Ibbo[son as the IFE in ics sole discretion. In the even[
ICMA-RC is unable m conttact wi[h a suitahle replacement IFE, [his Agreemen[ shall automatically cerminate upon written notire
from ICMA-RC to che F,mployer.
11. Extraordinary Events
ICMA-RC shall noc be liable For loss caused direcdy or indirecdy by governmental restric[ions, exchange or markec rulings,
suspension of crading, war, scrikes, or other conditions beyond our wntrol. We shall �ot be responsible Eor loss or damages caused
by equipmenc failure, communications lines failure, unauthorized access, theft, systems failure and other consequences beyond
our control.
12. Privacy
Protection of Nonpublie Personal Informa[ion. ICMA-RC is subject m various privacy requiremen[s Em the pro[ec[ion of
i[s cliencs undet the Gramm-I.each-Bliley Aa ("GLBA") and regulations promulgated pursua�t to GLBA.
Definition of Nonpublic Personal Information. Nonpublic personal information ofcustomers or consumers ("NPI")
indudes, buc is not limited m, names, addresses, account balances, account numbers, account activity, Social Secutity numbers,
[axpayer identification numbers, and sensitive, financial and health inEorma[ion. NPI indudes informa[ion on our forma or in a
database of any kind, information cteated by us, information collected by or on behalf of us and petsonally ideneifiable informacion
derived from NPI.
Diselosure and Use of NPI. All NPi that ICMA-RC obtains as a result of offering these services to your Participants shall not
be used, discbsed, reused, or redisclosed ro any unaffiliared third parry, except to carry out the purposes for which the informa[ion
was disdosed.
ICMA-RC shall be permitted ro disclose relevant aspeets of the NPI to its officers, agents, subcontractors, independent financiai
expert and employees only ro the exten[ chac such disdosure is reasonably necessary for the performance of ics duties and
obligations under che Agreement.
Managed Accounts Service Agreement 6 ICMA-RC
The obligacions oEthis Sectio� shall not restricc any discLosure by ICMA-RC pursuanc to any applicable stace o� federal laws or
regulations, or by request or ordet of any cour[ or govemmen[ agcncy.
Security of NPL ICMA-RC futther agrces thac ic has established and maintains policies and procedures designed to ensure the
confidentiality and sccuciry of NPI. This shall include procedures to protect against anticipamd thrcats or haurds m thc securiry or
integriry of the information and unauthorized access m or usc of the inEotmation.
13. Notices
All notices required to be dclivcred under Scaion 10 of this Agreement shall be delivercd personally or by registered oc eer[ified
mail, postage Prepaid, retum receipt requzsad, to (i) Legal Departmen[, ICMA Retireme�c Cocpocacion, 777 North Capitol
Sereet, N.E., Suite 600, Washington, D.C., 20002-4240; (ii) Employer at the office set forth in the first paragraph hereof, or co any
other address designaced by the parcy m receive the same by wtitten notice similady given.
14. Complete Agreemenf and Amendments
This Agreement shall constiture [he complete and full understanding and sole agreement between ICMA-RC and Employec celating
ro che object of this Agreemenc and cotrecely sets forth the complete rights, ducies and obligacions of each party to the other as of
its date. This Agreemen� supersedes aIl wricten and oral agteements, communications oc negotiations among the parties. Any ptio�
agreements, pmmiszs, negotiacions or representations, verbal or otherwise, not expressly set Eorth in this Agreement are of no force and
effect This Agceement may only be amended in weiting with the consent of boch patties.
15. Titles
The headings oFSections oFchis Agreement and the headi�gs for each of the a[tached uhedules are foe eonvenience oaly and do
not define or limit [he wntents chereof.
16. Incorporafion oF Schedules
All Schedules (and any subsequent ame�dmenes chereto), aaached herem, and refetenced herein, are hereby inmrporared wiehin
[his Agreement as if set forth Fully herein.
17. Governing Law
This Agreemenc shall be governed by and construed in accordance wich �he laws of the Stace of Delaware, aPplicable m contracts
made i� that jurisdiaio� without reference to its conflias oP laws provisions.
Managed Accoon[s Service Agrecmen[ � 1(MA-RC
ic� , , , �, � , , .,
RvJdf„g R.n.mune Sea,�,;ry
To offer Manoged Atrounts to your employees, pleose read the ICMA-RC Manoged Accounts Services
Agreement, sign this Managed Actounts Services Agreement signature page, ond relurn ►o ICMA-RC
in the endosed envelope as soon as possible.
In Witness Whereof, the parties hereto certify thac they have read and fully understand the wmplete ICMA-RC
Managed Accounts Services Agreemenc found in this package and have caused the ICMA-RC Managed Accoun�s
Services Agreement to be execured by their duly auchorized officers as of the Date below.
EMPLOYER
A G1T`I oF t2►v�lb�', YY� lssou �. ►
EmployedPlan Name
1p -�-/3
Emp yer Si ature Datc
1��T►+y P-ds E, rn �y�
Name and Tide (Please Print)
aq60 YNV �1V1aYl R►� R1vER-S Iloc�Yrio
Screet Address City and S[a[e
30� a��
Applicahle ICMA-RC Plan Number(s)
INiERNATIONAL CITY COUNTY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION
a
/� I �� C/lan
L:^�
Angela Moncez.
Assistant Secretary
Pleaze return fully execu[ed Signature page io:
New Business Unit
ICMA-RC
777 North Capitol Street, NE
Suite 600
Washington, DC 20002-4240
Managed Accoun[s Service Agreement ICMA-RC