HomeMy WebLinkAboutAgenda - 12-07-2009 - 4gORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: December 7, 2009
Action Agenda
Item No. ~- - C.~
SUBJECT: Resolution Providing for Voluntary Participation in ICMA-Retirement Corporation
Supplemental Retirement Benefits for County Mana er and Other Employees
DEPARTMENT: Human Resources PUBLIC HEARING: (Y/N) No
ATTACHMENT(S): INFORMATION CONTACT:
1. Resolution Michael McGinnis, Human Resources
2. Administrative Services Agreement Director, 245-2552
(contract) Annette Moore, Staff Attorney, 245-2317
PURPOSE: To consider approving a resolution authorizing a deferred compensation plan
administered by ICMA-Retirement Corporation (ICMA-RC) as provided in the employment
agreement (Agreement) between County Manager Frank Clifton and the County.
BACKGROUND: On October 6, 2009, the Board of County Commissioners approved the
terms of an Employment Agreement with the County Manager, Frank W. Clifton, Jr., which was
then signed and executed by both parties. Section 10 of that Agreement acknowledges that Mr.
Clifton currently maintains a 401 k/457 supplemental retirement program with ICMA-RC and
requires the County "to authorize and participate in the [ICMA-RC] plan to the employee's
benefit at the same rate and under the same conditions as the County currently or in the future
may participate on the behalf of other county employees."
The County does not currently contribute to a supplemental retirement plan for any employee,
but employees are able to make contributions to a 401 k administered by Prudential and/or a
457 plan administered by Nationwide. The County does not currently have any agreement with
ICMA-RC that would allow the County Manager or other employees to make a contribution.
This Resolution would authorize the County to participate in and allow employees to contribute
to the ICMA-RC Plan.
The Board's approval of the resolution will allow the County to establish a deferred
compensation plan with ICMA-RC so that the County Manager and other employees in their
discretion can contribute to the Plan and allow the County to make a contribution to the Plan in
the future.
FINANCIAL IMPACT: There is no financial impact to the County. Employees will be subject to
the Plan Administration fee based on the amount of Plan assets which will range from .55% per
annum to .7% per annum.
RECOMMENDATION(S): The Manager recommends that the Board approve the resolution to
establish a deferred compensation plan with ICMA-RC available to all Orange County
employees and authorize the Chair to sign the resolution.
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RESOLUTION BY THE ORANGE COUNTY BOARD OF COMMISSIONERS AUTHORIZING
COUNTY PARTICIPATION IN A 457 DEFERRED COMPENSATION PLAN
Employer: The County of Orange in the State of North Carolina
Title of Program Coordinator: Human Resources Director
WHEREAS, Orange County has Employees rendering good and valuable services; and
WHEREAS, Orange County has entered into an employment agreement with Frank W.
Clifton to act as the County Manager ("County Manager"), rendering a valuable service to
Orange County for good and valuable consideration; and in which the County agreed to
participate in the International City Management Retirement Corporation ("ICMA-RC") 401k/457
Supplemental Retirement Program Plan; and
WHEREAS, the establishment of a deferred compensation plan for employees and the
County Manager serves the interest of Orange County by enabling it to provide reasonable
retirement security for the County Manager, by providing increased flexibility in its personnel
management system and by assisting in the attraction and retention of competent personnel;
and
WHEREAS, Orange County has determined that the establishment of a deferred
compensation plan to be administered by the ICMA Retirement Corporation serves the above
objectives; and
WHEREAS, Orange County desires that the County Manager and other Orange County
employee's have the option of having their deferred compensation plan be administered by the
ICMA Retirement Corporation, and that some or all of the funds held under such plan be
invested in the VantageTrust Company, a trust established by public employers for the
collective investment of funds held under their retirement and deferred compensations plans;
NOW THEREFORE BE IT RESOLVED that Orange County hereby adopts the deferred
compensation plan (the "Plan") in the form of:
The ICMA Retirement Corporation Deferred Compensation Plan and Trust, referred to as
Appendix A
BE IT FURTHER RESOLVED that Orange County hereby executes the Declaration of Trust of
the VantageTrust Company, attached hereto as Appendix B, intending this execution to be
operative with respect to any retirement of deferred compensation plan subsequently
established by Orange County, if the assets of the plan are to be invested in the VantageTrust
Company.
BE IT FURTHER RESOLVED that the assets of the Plan shall be held in trust, with Orange
County serving as trustee, for the exclusive benefit of the Plan participant and his beneficiaries,
and the assets shall not be diverted to any other purpose.
BE IT FURTHER RESOLVED that Orange County hereby agrees to serve as trustee under the
Plan.
BE IT FURTHER RESOLVED that the Human Resources Director shall be the coordinator for
this program; shall receive necessary reports, notices, etc. from the ICMA Retirement
Corporation or the VantageTrust Company; shall case, on behalf of Orange County, any
required votes under the VantageTrust Company; administrative duties to carry out the plan are
assigned to the Human Resource Department, and the Human Resource Department is
authorized to execute all necessary agreements with ICMA Retirement Corporation incidental to
the administration of the Plan after review by the County Attorney's Office.
This the 7th day of December, 2009.
Valerie P. Foushee, Chair
Orange County Board of Commissioners
Attest:
Donna Baker, Clerk to the Board
of Commissioners
I, Donna Baker, Clerk to the Orange County Board of Commissioners, do hereby certify that the
foregoing resolution, was duly passed and adopted by the Orange County Board of
Commissioners, in Orange County, North Carolina at a regular meeting thereof this the day
of December, 2009, by the following vote:
Ayes:
Nays:
Absent:
This the _ day of December, 2009.
Donna Baker, Clerk
Orange County Board of Commissioners
(Seal)
ADMINISTRATIVE SERVICES AGREEMENT
Between
ICMA Retirement Corporation
and
"Plan Sponsor"
Type: 457
Account #: 306665
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Plan number: 306665
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement"), made as of the day
of , 2009 (herein referred to as the "Inception Date"), between the International
City/County Management Association Retirement Corporation ("ICMA-RC"), a
nonprofit corporation organized and existing under the Laws of the State of Delaware, and
Orange County ("Employee"), a County organized and existing under the laws of the
State of North Carolina with an office at 208 South Cameron Sheet, Hillsborough, North
Carolina 27278.
RECITALS
Employer acts as a public plan sponsor for a retirement plan ("Plan") with
responsibility to obtain investment alternatives and services for employees pa~•ticipating
in that Plan;
VantageTivst (the "Trust") is a common law trust governed by an elected Board
of Trustees for the eommingted investment of retirement funds held by various state and
local governmental units for their employees;
ICMA-RC acts as investment adviser to 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
complete offering of services to public employers far the operation of employee
retirement plans including, but not limited to, communications concerning investment
alternatives, account maintenance, account record-keeping, investment and tax reporting,
transaction processing, benefit disbursement, and asset management.
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 with respect to
assets in the Plan deposited with the Trust. The functions to be performed by ICMA-RC
shall be those set forth in Exhibit A to this Agreement.
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Plan number: 306665
2, Adoption of Trust
Employer has adopted the Declaration of Trust of VantageTrust 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 time. It is understood that the term
"Employer Trust" as it is used in the Declaration of Trust shall mean this Administrative
Services Agreement.
Employer Duty to Furnish Information
Employer agrees to furnish to ICMA-RC on a timely basis such information as is
necessary far 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 participant ages,
addresses, and other identifying information (including tax identification numbers).
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 account information in reports, statements or accountings.
Employer is required to send in contributions through EZLink, the online plan
administration tool ptnvided 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.
4. Certain Representations and Wai~anties
ICMA-RC represents and warrants to Employer that:
(a) ICMA-RC is anon-profit cozporation with full power and authority to
enter into this Agreement and to perform .its obligations under this
Agreement. The ability of ICMA-RC to serve as investment adviser to the
Trust is dependent upon the continued willingness of the Trust for ICMA-
RC to serve in that 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 abroker-dealer with the U.S.
Securities and Exchange Commission ("SEC") and is a member in good
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Plan number: 306665
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 carried 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 in the
. Employer's plan document that differ from those in ICMA-RC's standard
plan document. ICMA-RC shall not perform any service that ICMA-RC,
in its sole judgment, considers might cause ICMA-RC to be treated as a
"fiduciary" of the Plan under applicable law.
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
law, rule, regulation or contract by which the Employer is bound or to
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.
{f) 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.
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Plan number: 306665
5. Participation in Certain Proceedings
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 garnishment
of benefits or the transfer of benefits pursuant to the divorce or separation of participants
in the Employer Plan. Unless Employer notifies ICMA-RC otherwise, Employer consents
to the disbursement by ICMA-RC of benefits that have been garnished or transferred to a
former spouse, current spouse, or child pursuant to a domestic relations order or child
support order.
6. Compensation and Pa, r
(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 Trust's non-
proprietary funds of VantageTrust.
(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 investment management services furnished to the Trust.
Employer further acknowledges that certain wholly owned subsidiaries of
ICMA-RC receive compensation for advisory and o#her services furnished
to The Vantagepoint Funds, which serve as the underlying portfolios of a
number of Funds offered through the Trust. The fees referred to in this
subsection are disclosed in the Retirement Investment Guide. These fees
are not assessed against assets invested in the Trust's Mutual Fund Series.
In addition, to the extent that third party mutual funds are included in the
investment line-up for the Plans, ICMA RC may receive payments from
such third party mutual funds or their service providers, which may be in
the form of 12b-1 fees, service fees, or compensation for sub-accounting
or other services provided by ICMA-RC on behalf of the funds.
(d) Redemption Fees. Redemption fees imposed by outside mutual funds in
which Plan assets are invested are collected and paid to the mutual fimd by
ICMA-RC. ICMA-RC remits 100% of redemption fees back to the
specific mutual fund to which redemption fees apply. These redemption
fees and the individual mutual fitnd's policy with respect to redemption
fees are specified in the prospectus for the individual mutual fund and
referenced in the Retirement Investment Guide.
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Plan number: 306665
(e) Payment Procedures. All payments to ICMA-RC pursuant to this Section
6 shall be paid out of the Plan assets held by the Trust and shall be paid by
the Trust, to the extent not paid by the Employer. The amount of Plan
assets held in the Trust shall be adjusted by the Trust as required to reflect
such payments. 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 Tivst.
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. Custody
Employer understands that amounts invested in 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 incorrectly
labeled or transferred to ICMA-RC, ICMA-RC may return it to Employer with proper
instructions.
8. lndemnification
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 attorney'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.
4. Term
This Agreement maybe terminated without penalty by either party on sixty days advance
notice in writing to the other.
10. Amendments and Adjustments
{a} This Agreement may not be amended except by written instrument signed by the
parties.
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Plan number: 306665
(b) No failure to exercise and no delay in exercising any right, remedy, power or
privilege hereunder shall operate as a waiver of such right, remedy, power or
privilege.
(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 tluough the Employer Bulletin, quarterly statement, electronic
or special mailing.
11. Notices
All notices required to be delivered under Section 10 of this Agreement shall be delivered
personally or by registered or certified mail, postage prepaid, return receipt requested, to
(i) Legal Department, ICMA Retirement Corporation, 777 North Capitol Street, N.E.,
Suite 600, Washington, D.C., 20002-4240; (ii} Employer at the office set forth in the first
paragraph hereof, or to any other address designated by the party to receive the same by
written notice similarly given.
12. Com Ien to 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 orat agreements, communications or
negotiations among the parties. 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 far convenience only and do not define or limit the contents thereof.
14. Incorporation 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.
IS. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of North Carolina, applicable to contracts made in that jurisdiction without
reference to its conflicts of laws provisions.
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Plan number: 306665
In Witness Whereof, the parties 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.
ORANGE COUNTY
By
Signature
Date
Name and Title (Please Print)
INTERNATIONAL CITY/COUNTY MANAGEMENT
ASSOCIATION RETIREMENT CORPORATION
~. ~
By
Angela C. Montez
Assistant Corporate Secretary
Please return fully executed contract to: New Business Unit
ICMA-RC
777 North Capitol Street NE
Suite 600
Washington DC 20002-4244
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Plan number: 306665
Exhibit A
Administrative Services
The administrative services to be performed by ICMA-RC under this Agreement shall be
as follows:
(a) Participant enrollment services, including providing a welcome package and
enrollment kit containing instructions and notices necessary to implement
the Plan's administration.
(b) Establishment of participant accounts for each employee participating in the
Plan for whom ICMA-RC receives appropriate enrollment forms and
records. ICMA-RC is not responsible for determining if such Plan
participants are eligible under the terms of the Plan.
(c} Allocation in accordance with participant directions received in good
order of individual participant accounts to investment funds offered under
the Trust.
(d} Maintenance of individual accounts for participants reflecting amounts
deferred, income, gain or loss credited, and amounts distributed as
benefits.
(e) Maintenance of records for all participants for whom participant accounts
have been established in paper or electronic format. These files shall include
enrollment inst<uctions, beneficiary designation instructions (to the extent
provided to ICMA RC) and all other written correspondence and documents
concerning each participant's account, and if applicable, records of any
transaction conducted through the Voice Response Unit ("VRU"}, the
.Internet or other electronic means.
{f) Provision of periodic reports to the Employer and participants of the status
of Plan investments and individual accounts.
{g} Communication to participants of information regarding their rights and
elections under the Plan.
(h} Making available Investor Services Representatives through atoll-free
telephone number from 8:30 a.m. to 9:00 p.m. Eastern Time, Monday
through Friday (excluding holidays and days on which the securities
markets or ICMA-RC are closed for business (including emergency
closings), to assist participants.
{i) Making available atoll-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.
(j) Dish•ibution of benefits as agent for the Employer in accordance with
tern2s of the Plan.
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Plan number: 306665
(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 thereunder.
(1) Loans maybe made available on the terms specified in the Loan Guidelines,
if loans are adopted by the Employer.
(~n) Oniine Advice may be made available through a third party vendor on the
teams specified on ICMA-RC's website.
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DECLARATION OF TRUST
This Declaration of Taut (the "Group Trust Agreement") is made as of the I 9th day of May, 2001, by Vant<•tge I'rusr Company,
which declares itself to be the sole Trustee of the trust hereby created.
WHEREAS, the ICMA Retirement Trust was created as a vehicle far the canmingling of die assets of governmental plans
and governmental units described in Section 818(a)(6) of the Liternal Revenue Code of 1986, as amended, pursuant to a
Declaration ofTrusrdated October 4, 1982, as subsequently amended, a cop}~ of which is attached hereto and incorporated by
reference as set out below (the "ICMA Declaration"); and
WHEREAS, the trust created hereunder (the "Group Trttst") is intended to meet the requirements of Revenue Ruling 81-
100, 1981-1 C.B. 326, and is established as a common trust fund witlzitt the meaning of Section 391:1 of Title 35 of the Ne~v
Hampshire Revised Statutes Annotated, to accept and hold for im~estment pttxposes the assets of the Deferred Compensation
and Qualified Plans held by and through the ICMA Retirement Trust.
1~IOW, THEREFORE, the Group Trust is created by the execution of this Dectar:ttion of Trust by the Trustee 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 Retiretnent'I'rust, b}~ the'Trustees thereof, in accord with the following provisions:
(a) Luorporation afIC1bIA Declaratio~t by Reference; ICMA By-Latus. Excepc as otherwise provided in this Group
Trust Agreement, and to the extent not inconsistent herewith, all provisions of the ICMA Declaration are
incorporated herein by reference and made a part hereof, to be read by substituting the Group Trust for the
Retirement Trusc and the Trustee for the Board ofTrustces referenced therein. In this respect, unless the
context clearly indicates otherwise, al[ capitalized terms used herein and defined in the ICMA Declaration
Dave the meanings assigned to them in the ICMA Declaration. In addition, the By-Laws of the ICMA
Retirement `Trust, as the same ma}• be amended from time-to-time, are adopted as the By-Laws of the Group
Trust to the extent not inconsistent with the terms of this Group'Iiust Agreement.
Notwithstanding the foregoing, the terms of the ICMA Declaration and By-Laws art further modi$ed with
respect to the Group'Icust created hereunder, as follows:
I . any reporting, distribution, or other obligation of the Group Trust vis-'a-vis any Deferred
Compensation Plan, Qualified Plan, Public Employer, Public Employer Trustee, or Employer Trust
shall be deemed satisfied to the extent that such obligation is undertaken by the ICMA Retirement
'trust (in which case the obligation of the Group'I'rust shall run to the ICMA Retirement Trust); and
2. all provisions dealing with- the number, qualification, election, term and nomination ofTrustees shall
nor appl}; and all other provisions relating to trustees (including, but not limited ro, resignation
and removal) shall be interpreted in a manner consistent with the appointment of a single corporate
trustee.
(b) Complia~ree with Revenue Procedure 81-100. The requirements of Revenue Procedure 81-100 are applicable to
t}te Group Trust as follotivs:
1. Pursuant to the terms of this Group Trttst Agreement and Article X of the By-Laws, investment in the
Group Trust is limited to assets of Deferred Compensation and Qualified Plans, investing through the
ICAdA Retirement Trust.
2. Pursuant to the By-Laws, the Group Trust is adopted as a part of each Qualified Plan char im~ests
herein through the ICI\-fA Retirement'1'rust.
3. In accord with the By-Laws, that part of the Group Trust's corpus or income which equitabl}~ belongs
to any Deferred Compensation and Qualified Plan may not be used for or diverted to any purposes
other than for the exclusive benefit of the Plan's employees or their beneficiaries who are entitled to
benefits under such Plan.
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In accord with the By-Laws, no lleferred Compensation flan or Qualified Plan may assign an}' or
part of its equity or interest in the Group Trust, and any purported assignment of such equity or
interest shall be void.
(c} Gouej•trbtglaw. Except as otherwise required b}~ federal, stare or local law, this Declaration of Trust (including
the 1Cl~tA Declaration to the extent incorporated herein} and the Group Trttst created hereunder shall be
construed and determined in accordance with applicable laws of the State of Ne~v Hampshire.
{d} Jrcdicirrl Procee~lisrgs. The Trustee may at any time initiate an action or proceeding in the appropriate state
or federal courts within or outside the state oFNew Hampshire for the settlement of its accounts or for the
determination of any question of construction which may arise or for instructions.
IN WITNESS ~SVI-IEREOP, the Trustee has executed this Declaration of Trust as of the day and year first above written.
VAN'IAGETRUST COAQjPANY
BY~ ~ ~ ,S~ 137v
~~ j
Name: Angela Montez
Title: Assistant Secretary
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DEFERRED COMPENSATION PLAN AND TRUST
t1s Amended and Restated Effective January 1, 2006
Article I. Purpose
The Employer hereby establishes and maintains the Employer's Deferred Compensation Plan and Trust, hereafter referred to as
the "Plan." The Plan consists of the provisions set forth in this doctement.
The primary purpose of this Plan is to provide retirement uzcome and other deferred benefits to the Employees of the
Employer and the Employees' Beneficiaries in accordance ~~~ith the provisions of Section 457 of the Internal Revenue Code of
1986, as amended (the "Code").
This Plan shall be an agreement solely benveeti the Emplo}per and participating Emplo}'ees. The Plat and "Trust forming a
part hereof are established and shall be maintained for the exclusive benefit of Participants and their Beneficiaries. No part of
the corpus or income of the Trust shall revert to the Emplo}'er or be used for or diverted to purposes other dean the exclusive
benefit of Participants and their Beneficiaries.
Article II. Definitions
2.01 Account. The baokkeepii~g account maintained for each Participant reflecting the cumulative ainottnt of the
Participant's Deferred Compensation, including any income, gains, losses, ar increases or decreases in market
value attributable to the Employer's investment of the Participant's Deferred Compensation, and further reflecting
any distributions to the Participant or the Participant's Beneficiar}' and any fees or expenses charged against such
Participant's Deferred Compensation.
2.02 Accounting Date. Each business day that the New York Stock Exchange is open for trading, as provided in Section
6.06 for valuing the'Icust's assets.
2.03 Administrator. The person or persons named in writing to carry out certain nondiscretionary administrative
functions under the Plan, as hereinafter described. The Employer ma}' remove any person as Administrator upon 75
days' advance notice in writing to such person, in which case the Employer shall name another person or persons to
act as Administrator. The Adiniuistrator inay resign upon 75 days' advance notice in writing to the Employer, in which
case the Employer shall name another person or persons to act as Administrator.
2.04 Automatic Distribution Date. Apr'sl 1 of the calendar year after the Plan Year the Participant attains age 70i/z ar, if
later, has a Severance Event.
2.05 Bene&carry. The person or persons designated by the Participant in his or her Joinder Agreement ~vho shad receive
any benefits payable hereunder in the event of the Participant's death. In the event that the participant names nvo
or more Beneficiaries, each Beneficiary shall be entitled to equal shares of the benefits pa}'able at the Participant's
death, unless otherwise provided in the Participant's Joinder Agreement. If no beneficiary is designated in the Joinder
Agreement, if the Designated Beneficiar}' predeceases the Participant, or if the designated Beneficiary does not
survive the Participant for a period of fifteen (15) days; then the estate of the Participant shall be the Beneficiary. If a
married Participant resides in a communiq~ ar marital property state, the Participant shall be responsible For obtaining
appropriate consent of ltis or her spouse in the event the Participant designates someone other than his or her spouse
as Beneficiary: The preceduig sentence shall not apply with respect to a Deemed lltA under Article IX.
2.06 Deemed IRA. A separate account or annuit}' established under the Plan that complies with the requirements of
Section 408(q) of the Code, the Income Tax Regulations thereunder, and any other IRS guidance.
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2.07 Deferred Cou~pensation. The amount of Includible Compensation otherwise payable to the Participant which
the Participant and the Employer mutually agree to defer hereunder, any amount credited to a Participant's Account
by reason of a transfer under Section 6.09 or 6.I0, a rollover under Section 6.11, or any other amount which the
Employer agrees to credit to a Participant's Account.
2.08 Dollar Limitation. The applicable dollar amount within the meaning of Section 457(b)(2)(A} of the Code, as
adjusted for the cost of-living in accordance with Section 457(e)(15) of the Code.
2.09 Employee. An}• individual who provides services for the Employer, whether as an employee of the Emplo}~cr or as an
independent contractor, and who has been designated by the Employer as eligible to participate in the Plan.
2.10 Employer.
instrumentality of the [State/Commomvealth] of
457(e){1)(A) of the Code.
which is a politico[ subdivision, agency or
,described in Section
2.11 -457 Catch-Up Dollar Limitation. Twice the Dollar Limitation.
2.12 Includible Compensation. Includible Compensation of a Participant means "compensation," as defined in Section
415(c)(3) of the Code, for services performed for the Emplo}per. Includible Compensation shall be determined without
regard to any community property laws. For purposes of a Participant's Joinder Agreement onl}~ attd not for purposes
of the limitations in Article ~; Licludible Compensation shall include pre-tax contributions (excluding direct emplo}=er
contributions) to an integral part trust of the employer providing retiree health care benefits.
2.13 Joinder Agreement. An agreement entered into between an Employee and the Employer, including an}~
amendments or modifications thereof. Such agreement shall fiz the amount of Deferred Compensation, specify a
preference among the investment alternatives designated by the Employer, designate the Employee's Beneficiary or
Beneficiaries, and incorporate the terms, conditions, and provisions of the Plan by reference.
2.I4 Norma[ Limitation. The maximum amount of Deferred Compensation for any Participant for any taxable year
(other than amounts referred to in Sections 6.09, 6.10, and 6.11).
2.15 Normal Retirement Age. Age 70t/z, utiless the Participant Itas elected an alternate Normal Retirement tlge by
written instrument delivered to the Administrator prior to a Severance Event. A Participant's Normal Retirement Age
determines the period during which a Participant may utilize the 4S7 Catch-Up Dollar Limitation of Section 5.02(6)
hereunder. Once a Participant has to any extent utilized the. catch-up Iimitation of Section 5.02(6), his Normal
Retirement Age may not be changed.
A Participant's alternate Normal Retirement Age may not be earlier than the earliest date that the Participant will
become eligible to retire and receive immediate, unreduced retirement 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 titan the date
the Participant will attain age 70th. If the Participant will not become eligible to receive benefits under a basic defined
benefit retirement plan (or money purchase pension plan, if applicable) maintained by the Employer, the Participant's
alternate Normal Retirement Age may not be earlier than 65 and may not be later than age 70t/z. In no event ma}~ a
Participant's normal retirunent age be different than the normal retirement age under the Employer's other 457(6}
plans, if any.
In the e~etit the Plan has Participants that include qualified police or firefighters {as defined under Section 415(6}(2)
(H}(ii)(I) of the Code), a normal retirement age may be designated for such qualified police or firefighters that is not
earlier than age 40 or later than age 70t/z. Alternative(}; qualified police or firefighters may be permitted to designate a
normal retirctnent age that is between age 40 and age 70%2.
2
18
2.16 Participant. Any Emplo}'ee who has joined the I'1<~n pursuant to the requirements of Article IV. For purposes of
section 6.21 of the Plan, the term Participant includes an employee ar former Employee of the Emplo}>er who has not
yet received all of the payments of benefits to which he/she is entitled under the Plan.
2.17 Percentage Limitation. 100 percent of the participant's Includible Compensation available to be contribttred as
Deferred Coriipensation for the taxable year.
2.18 Plan Year. The ca[cndar year.
2.19 Retirement. The first date upon which bath of the following shall have occurred with respect to a participant:
Severance Event and attainment of age G5.
2.20 Severance Event. A severance of the Participant's employment with the Employer within the meaning of Section
457(d){i}(A}{ii) of the Code.
In general, a Participant 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 independent contractor of the Empla}'er, a Severance Event shall be
deemed to have occurred when the Participant's contract under whidi services are performed has completely expired
and terminated, there is no foreseeable possibility that the Employer will renew the contract or enter into a new
contract for the Participant's services, and it is not anticipated that the Participant will become an Employee of the
Employer, or such other events as maybe permitted under the Code.
2.21 Trust. The Trust created under Article 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 the authoriq~ to make all discretionary decisions affecting the
rights or benefits of Participants which may be required in the administration of this Plan. The Employer's decisions
shall be afforded the maximum deference permitted b}> applicable law
3A2 Duties of Administrator. The Administrator, as agent for the Employer, shall perform nondiscretionary
administrative functions in connection with the Plan, including the maintenance of Participants' Accounts, the
provision of periodic reports of the status of each Account, and the disbursement of benefits on behalf of the Emplo}'cr
iu accordance with the provisions of this Plan.
Article IV Participation in the Plan
4.01 Initial Participation. An Employee may become a Participant by entering into a Joittder Agreement prior to the
beginning of the calendar month in which the Joinder Agreement is to become effective to defer compensation not
yet earned, or such other date as may be pertnirted under the Code. A new employee may defer compensation in the
calendar month during which he or she first becomes an employee if a Joinder Agreement is entered into on or before
the first day on which the employee performs services for the Employer.
4.02 Amendment of Joinder Agreement. A Participant may amend an executed Joinder Agreement ro change the
amount oFIncludible Compensation not yet earned which is to be deferred {including the reduction of such future
deferrals to zero). Such amendment shall become effective as of the beginning of the calendar month commencing
after the date the amendment is executed, or such other date as may be permitted under the Code. A Participant may
at any time amend his or her Joinder Agreement to change the designated Beneficiary, and such amendment shall
became effective itntnediatel}:
19
Article Y. Limitations on Deferrals
5.01 Normal Limitation. Except as provided in Section 5.02, the maximum amount of Deferred Compensation for any
Participant for any Taxable year, shall not exceed the lesser of the Dollar Limitation or the Percentage Limitation.
5.02 Catch-Up Lunitations.
(a) Catclrtrp Ca,:tributior:s for P~rrticipatrts Age SO acrd Over. A Participant ++~ho has attained the age of 50 before
the close of the Plan fear, and with respect to whom no other elective deferrals may be made to the Plan for
the Plan fear by reason of the Normal Limitation of Section 5.01, ma}' enter into a Joinder Agreement to
make elective deferrals in addition to tl3osc permitted by the NormaLLimitation in an amount not to exceed
the lesser of
(1) The applicable dollar amount as defined in Section 4I4(v)(2){B) of the Code, as adjusted fvr the cost-
of-living in accordance with Section 414(1)(2){C) of the Code; or
(2) The excess (if an}'} of
(i) The Participant's Includible Compensation for the }'car, or
(ii) Any other elective deferrals of the Participant for such }'ear +vhich are made without regard to
this Section 5.02(a).
An additional contribution made pursuant ro this Section 5.02(x) shall not, `with respect to the }'ear in which
the contribution is made, be subject to any otherwise applicable limitation contained in Section 5.01 above,
or be taken into account in applying such limitation to other contributions or benefits under the Pla~i or any
other plan. This Section 5.02(a} shalt not apply in any }'ear to which a higher linut under Section 5.02(b)
applies.
(b) Last T{~ree Years Catch-up ContriGztdort: For each of the last three (3) taxable years for a Participant ending
before his or her attainment of Normal Retirement Age, the maxitnuin amount of Deferred Compensation
shall be the lesser of
(1} The 457 Catch-Up Dollar:Limitation, or
(2) The sum of
(i) The Normal Litnitatioti for the taxable year, and
(ii} The Normal Limitation for each prior taxable year of the Participant commencing after 1978
less the amount of the Participant's Deferred Compensation for such prior taxable }ears. A
prior taxable year shall be taken into account under the preceding sentence only if (x) the
Participant was eligible to participate in the Plan for such year, and (y) compensation (if any)
deferred under the Plan (or such other plan) was subject to the Nor-nal Limitation.
5.03 Sick, Vacation and Back Pay. If the Employer so elects, a Participant snag defer all or a portion of the value of the
Participant's accumulated sick pay, accumulated vacation pa}' and/or back pa}; provided that such deferral does not
cause total deferrals on behalf of the Participant to exceed the Dollar Linutation or Percentage Limitation (including
any Catch-up Dollar Limitation) for the year of deferral. The election to defer such sick, vacation andlor back pay
must be made in a manner and at a time permitted under Section 1.457-4(d) of the Income `Tax Regulations.
For Plan Years begin~~ing before January 1, 2009, pursuant to proposed IRS regulations issued tinder Section 415 of
the Code, the Plan may permit deferrals from compensation, including sick, vacation and back pa}; so long as the
amounts are paid +vithin 2%z months following severance from employment and die other requiremettcs of Sections
4
20
457(6) and 415 of the Code arc met. For Plan Years begitrning on or after January 1, 2009, pursuant to final IRS
regulations 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 are paid by the later of (i} 2t/z months following severance from
employment, and (ii) the end of the calendar year that includes the date of such severance from employment, and
the other requirements of Sections 457(6) and 4 15 of the Code arc ntet. Additionally; the agreemettt to defer such
amounts must be entered into prior to the first day of the month in which the amounts otherwise would be paid or
made available.
SA4 Other Plans. Nonvithstandingnny provision of the Plan to the contrary; the amount excludible from a Participant's
gross income under this Plan or any other eligible deferred compensation plate under Section 457(6) of the Code shall
nor exceed the limits set forth in Sections 457(6) and 414(v) of the Code.
S.OS Excess Deferrals. Any amount that exceeds the maximum Dollar Limitation or Percentage Limitation (including
any applicable Catch-Up Dollar Limitation) for a taxable year, shall constitute art excess defertaI for that taxable yeax
Any excess deferral shall be distributed in accordance with the requirements for excess deferrals under the Code and
Section 1.457-4(e) of the Income Tax Regulations or other applicable Internal Revenue Service guidance.
5.06 Protection of Person Who Serves in a Uniformed Service. An Employee whose employment is interrupted by
qualified military service under Section 4I4{u) of the Code or who is on leave of absence for qualified military service
under Section 414(rt) of the Code may elect to contribute additional De€erred Compensation upon resumption of
employment with the Employer equal to the maximum Deferred Compensation drat the Employee could have elected
during that period if the Employee's employment with the Emplo}~er had continued (at the same level of Includible
Compensation) without the interruption or leave, reduced by Deferred Compensation, if an}; actually made for the
Employee daring the period of the interruption or leave. This right applies for five years following the resumption of
employment (or, ifsootrcr, for a period equal to three times the period of the interruption or leave).
Article VI. Trust and Investment of Accounts
6.01 Investment of Deferred Compensation. A Ti•ust is hereby created to hold all the assets of the Plan (except
Deemed IRA contributions and earnings dtereon held pursuant to Article IX) for the exclusive benefit of Participants
and Beneficiaries, except that expenses and taxes map be paid from die Trust as provided in Section 6.03. The trustee
shall be the Emplo}~er or such other person that agrees to act in that capacity hereunder.
6.02 Investment Powers. Tire trustee or the Administrator, acting as agent for the trustee, shall have the powers listed
in this Section with respect to investment ofTrust assets, except to the extent that the investment of Trust assets is
directed b}~ Participants, pursuant to Section 6.05 or to the extent that such powers are restricted b}~ applicable law
(a) To invest and reinvest theTrust without distinction bern~een principal and income in common or preferred
stocks, shares of regulated investment companies and other mutual funds, bonds, loans, notes, debentures,
certificates of deposit, contracts with insurance companies including but not limited to insurutce, individual
or group annuity, deposit administration, guaranteed interest contracts, and deposits at reasonable rates of
interest at banking institutions including but not Iitnited to savings accounts and certificates of deposit.
Assets of the Trust may be im~ested in securities that involve a higher degree of risk than investments that have
demonstrated their investment performance over an extended period of time.
(b) To invest and reinvest all or ate}' part of the assets of the Trrtst in any common, collective or cammmingled trust
fund that is maintained by a bank or other institution and that is available to Employee plans described tinder
Sections 457 or 401 of the Code, or any successor provisions d~ercto, and during the period of time that an
investment through any such medium shall exist, to the extent of participation of the Plans the declaration of
crust of such commonly collective, or comtnuigled trust fund shall constitute a part of this Plan.
(c) To invest and reinvest al! or any part of the assets of the Trust in an}~ group annuity; deposit admittisrration or
guaranteed interest contract issued by an insurance compan}~ or other financial institution on a commingled
21
or collective basis tsrith the assets of any other 457 plan or trust qualified under Section 401{a) of the Code or
an}~ other plan described in Section 401 {a)(24} of the Code, and such contract may be held or issued in the
name of the Administrator, or such custodian as the Administrator ina}r appoint, as agent and nominee for
the Employer. During the period that an investment through any such contract shall exist, to the extent of
participation of the Plan, the terms and conditions of such caltract shall constitute a part of the Plan.
(d} To hold cash ativairing investment and to keep such portion of the Trust in cash or cash balances, without
liabiligr for interest, in such amounts as ma}~ from time to time be deemed to be reasonable and ncccssar}r to
meet obligations under the Plat or otherwise to be in the best interests of the Plan.
(e) To hold, to authorize the holding of, a~td to register an}~ investment to the Trust in the name of the Plan,
the Employer, or any nominee or agent of any of the foregoing, including the Administrator, or in bearer
form, to deposit or arrange far the deposit of securities in a qualified central depository even tliougli, when
so deposited, such securities maybe merged and held in bulk in the name of the nominee of such depository
with other securities deposited therein by any other person, and to organize corporations or trusts under the
laws of any jurisdiction for the purpose of acquiring or holding title to an}~ property for the Trust, alI with or
~vithottt the addition of words or other action to indicate that property is Held in a fiduciary or representative
capacity but the books and records of the Plan shall at al! times show that all such investments ate part of the
Trust.
{f) Upon such terms as ma}~ be deemed advisable by the Employer or the Administrator, as the case may be, for
the protection of the interests of the Plan or for the preservation of the value of an investment, to exercise
and enforce by suit for legal or equitable remedies or by other action, or to waive any right or claim on behalf
of the Plan or any default in any obligation awing to the Plan, to renew, extend the time for payment of,
agree to a reduction in the rate of interest on, or agree to an}r other modification of change in the terms of
anp obligation owing to the PEan, to settle, compromise, adjust, or submit to arbitration any claim or right
in favor of or against the Plans to exercise and enforce any and all rights of foreclosure, bid far property in
foreclosure, and take a deed in lieu of foreclosure with or without pa}ring consideration therefor, to commence
or defend shits or other legal proceedings whenever any interest of the Plan requires it, and to represent the
flan in all suits or legal proceedings in any court of law or equity or before any body or tribunal.
(g) To employ suitable consultants, depositories, agents, and legal counsel on behalf of the Plan.
(h) To open and maintain any bank account or accounts in the tzame of the 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 be deemed neccssar}* to carry out any of the powers set forth herein.
6.03 Taxes and Expenses. All taxes of any a~~d all kinds whatsoever that may be levied or assessed under existing or
future laws upon the Plan, or in respect to the Trust, or dte income thereof, and all commissions or acquisitions or
dispositions of securities and similar expenses of investment and rci~ivestment of the'I'rust, shall be paid from the
Trust. Such reasonable compensation of the Administrator, as may be agreed upon from time to time by the Employer
and the Administrator, and reimbursement for reasonable expenses incurred b}~ the Administrator in performance of
its duties hereunder (including but nor limited to fees for Iegal, accounting, unrestment and custodial services) shall
also be paid from the Trust.
GA4 Payment of Benefits.'I'he payment of benefits from the Trust in accordance with the terms of the flan may be made
b}r the Administrator, or b}r any custodian or oilier person so authorized b}r the Employer to make such disbursement.
The Administrator, custodian or other person shall not be liable with respect to any distribution ofTrust assets made
at the direction of the Employer.
6.05 Investment Funds. In accordance with uniform and nondiscriminatory rules established by the Employer and
the Administrator, the Participant may direct his or her Accowits to be invested in one (1) or more investment
6
22
funds available under the Plan; provided, however, that the Participant's investment directions shall not violate any
investment restrictions established by the Employer. Neither the Emplo}=er, the Administrator, nor an}= other person
shall be liable for any losses incurred b}= virtue of follo~t=ing such directions or with any reasonable administrative dela}=
in implementing such directions.
G.OG Valuation of Accounts. As of each Accounting Date, the Plan assets held in each investment fund offered shall be
valued ar fair marker value and the investment income and gains or tosses for each fund steal[ be determined. Such
investment income and gains or losses shall be allocated proportionately among all Acwuttt Valances on a fund-by-
fund basis. The allocation shall be itz the proportion that each such Account balance as of the immediately preceding
Accounting Date bears to the total of all such Account balances as of that Accounting Date. For purposes of this
Article, a[I Account balances include the Account balances of all Participants and Beneficiaries.
6.07 Participant Loan Accounts. Participant loan accounts shall be invested in accordance with Section 8A3 of the
Plan. Such Accounts shall not share in any investment income and gains or tosses of the im~estment funds described in
Sections 6.05 and 6.06.
6.0$ Crediting of Accounts. The Participant's Account shall reflect the amount and value of the investments or other
propert}=obtained b}=the Employer through the im~estment of the Participant's Deferred Compensation pursuant to
Sections 6.05 and 6.06. It is anticipated that the Etnp[oyer's im=estments with respect to a Participant evil[ conform to
the investment preference specified in the Participant's Joinder Agreement, but nothing herein shall be construed to
require the Employer to make an}=particular investment of a Participant's Deferred Compensation. Each Participant
shall receive periodic reports, not less frequently than annual)}; showing the then current value of leis or her Account.
6.09 Post-Severance Transfers Among Eligible Deferred Compensation Plans.
(a} Ltcanting Tiajufers: A transfer ma}= be accepted from an eligible deferred compensation plan maintained by
another employer and credited to a Participant's or Beneficiary's Account under the Plan if:
(I) In the case of a transfer for a Participant, the Participant has had a Severance Event with that
employer and become an Employee of the Employer;
(2) The other employer's plan provides that such transfer will be made; and
(3) The Participant or Beneficiary= whose deferred amounts are being transferred will have an amount
immediately after the transfer at least equal to the deferred amount immediately before the transfer.
The Employer may require such documeuratiou from the predecessor plan as it deems necessary to effectuate
the transfer in accordance with Section 457(e)(10} of the Code, to confirm that such plan is an eligible
deferred compensation plan ~~-=ithin the meaning oFSection 457(6) of the Code, and to assure that transfers are
provided for under such plan. The Employer may refetse to accept a transfer in the form of assets other than
cash, unless the Emplo}=er and the Administrator agree to hold such other assets under the Plan.
{b} Outgoing Transfers: An amount ma}~ be transferred to an eligible deferred compensation plan maintained by
another employer, and charged to a Participant's or Beneficiary's Account under this Plan, if:
{1) In the case of a transfer for a Participant, the Participant has a Severance Event with the Employer
and becomes an employee of the other employer;
(2) T'he other employ er's plan provides that such transfer will be accepted;
(3} The Participant or Beneficiary= and the employers have signed such agreements as are ttecessar}= to
assure that the Employer's liability= ro pay benefits to the Participant has been discharged and assumed
by the other employer; and
7
23
{4) The Participant or Beneficiary whose deferred amounts are being transferred 1vi11 have an amount
immediately after the transfer at least equal to the deferred amount immediately before the transfer.
The Employer may require such documentation from the other plan as it deems necessarJ= to effectuate the
transfer, to con6rtn that such plan is an eligible deferred compensation plan within the meaning of Section
457(b} of the Code, and to assure that 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.
6.10 Transfers Ainong Eligible Deferred Compensation Plans of the Employer.
(a) Ltcorrrirtg Tiarrsfers. A transfer may be accepted from another eligible deferred compensation plan maintaa-ed
by the Employer and credited to a Participant's or BeneficiarJ%s Account under the Plan iE
(Z} The Employer's other plan provides that such transfer will be made;
(2) The Participant or Beneficiary whose deferred amounts are being transferred will have an amount
immediately after the transfer at least equal to the deferred amount immediately before the transfer;
and
(3) The Participant or Beneficiary whose deferred amounts are being transferred is not eligible for
additional annual deferrals in the Plan unless the Participant or Beneficiary is performing services for
the Employer.
(b) OardgoingTrmrsfers. Atransfer 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 flan if:
{1) The Employer's other plan provides that such transfer will be accepted;
(2) The Participant or Beneficiary whose deferred amounts arc being transferred will have an amount
immediarel=after the transfer at least equal to the deferred amount immediately before the transfer; and
(3) The Participant or Beneficiary tivhose deferred amounts are being transferred is not eligible for
additional annual deferrals ui the Employer's other eligible deferred compensation plan unless the
Participant or Beneficiary is performing services for the Employer.
6.11 Eligible Rollover Distributions.
(a) Incoming Rollovers: An eligible rollover distribution may be accepted from an eligible retirement plan and
credited to a Participant's Account under the flan. The Employer may require such documentation from the
distributing plan as it deems necessary to effectuate the rollover i:t accordance with Section 402 oFthe 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 separatelJ=account (in one or mote separate accounts) for eligible rollover distributions
from any eligible retirement plan.
(b) OtttgoirtgRolloners: Notwithstanding anJ= provision of the Plan to the contrary that would otherwise limit a
distributee's election under this Section, a distributee may elect, at the time and in the manner prescribed
6J=the Administrator, to have any portion of an eligible tRollover distribution paid directly to an eligible
retirement plan specified 6y the distributee in a direct rollover.
{c) Deftrrrtiorrs:
(1) Eligible Rallot~er Dist~ihrrtiorr: An eligible rollover distribution is anJ= distribution of all or any gortion
of the balance to the credit of the distributee, except that an eligible rollover distribution does riot
24
include: any distribution that is one of a series of substantially egttal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives
(or joint life expectancies) of the distriburee and tlce distributee's designated beneficiar}; or for a
specified period often years or more; any distribution to the extent such distribution is required
under Sections 401(a)(9) and 457(d}(2) of the Code; and any distribution made as a result of an
unforeseeable emergency of the employee. For purposes of distributions from other eligible retirement
plans rolled over into this Plan, the term eligible rollover distribution shall not include the portion of
any distribution that is not includible in gross income (determined without regard to the exclusion
for net unrealized appreciation with respect to employer securities}, such as after-tax contributions.
(2) Eligible Retirement Phar. An eligible retirement plan is an individual retirement account described
in Section 408(x) of the Code, an individual retirement annuity described in Section 408(b) of the
Code, an annuity plan described in Sections 403(a) or 403(b} of the Code, a qualified trust described
in Section 401 (a) of the Code, or an eligible deferred compensation plan described in Section 457{b}
of the Code which is maintained by an eligible governmental employer described in Section 457(e)(1)
(A) of the Code, that accepts the distributee's eligible rollover distribution.
(3} Disnilirrtee: A distributee includes an employee or former emplo}'ee. In addition, the employee's or
former emplo}'re's surviving spouse and the employee's or former employee's spouse or former spouse
who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of
the Code, arc distriburees with regard to the interest of the spouse or former spouse.
(4) Direct Rnllove~: A direct rollover is a pa}'ment b}'the plan to the eligible retirement plan specified by
the distributee.
G.I2 Trustee-to-Trustee Transfers to Purchase Permissive Service Credit. All or a portion of a Participant's
Account may be transferred directly to the tntstee of a defined benefit governmental plan (as defined in Section
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 repayment to which Section 415 of the Code does not apply by reason of
subsection {k)(3) thereof, within the meaning of Section 457(e)(1~ of the Code.
G.13 Treatment of Distributions of Amounts Previously Rolled Over Froth 401(x) 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 described in Section 4974(c)(I) of the Code to the extent that such distribution is
attributable to an amount transferred to an eligible deferred compensation plan from a qualified retirement plan {as
defined in Section 4974(c) of the Cade},
G,14 Employer Liability. In no event shall the Employer's liability to pay benefits to a Participant under this Plan exceed
the value of the amounts credited to the Participant's Account; neither the Emplo}per nor the Adtninisrrator shall be
liable for losses arising From depreciation or shrinkage in the value of any investments acquired under this Plan.
Article VII. Benefits
7.01 Retirement Benefits and Election on Severance Event.
{a} Gerrec~tl. Rule: Except as otherwise provided in this Article VII, the distribution of a Participant's Account
shall commence as of a Participant's Automatic Distribution Date, and the distribution of such benefits shall
be made in accordance with one of the payment options described in Section 7.02. Noawirhstanding the
Foregoing, but subject to the following paragraphs of this Section 7.01, the Participant may elect following a
Severance Event to have the distribution of benefits commence on a fixed determinable date other than that
described in the preceding sentence, but not later dean April i of the year following rice year of the Participant's
Retirement or attainment of age 70'/a, ~vl~ichever is later. The Participant's right to change his or her election
with respect to commencement of the distribution of benefits shall not be restrained by this Section 7.01.
9
25
Notwithstanding the foregoing, the Administrator, in order to ensure tine orderly administration of this
provision, ma}~ establish a deadline after which such election to defer the commencement of distribution of
benefits shall not be allowed.
(b) Louts: Notwithstanding the foregoing provisions of this Section 7.01, no election to defer the commencement
of benefits after a Severance Event shall operate to defer the distribution of any amount in the Participant's
loan account in the event of a default of the Participant's loan.
7.02 Payment Options. As provided in Sections 7.0I, 7.04 and 7.05, a Participant may elect to have ti~alue of the
Participants Account distributed in accordance with one of the follo«ng payment options, provided that such option
is consistent tivith the limitations set forth in Section 7.03:
{a) Equal monthl}; quarterly; semi-annual or annual pa}~ments in au amount chosen by the Participant,
continuing until his or her Account is exhausted;
(b} .One lump-stun payment;
(c) Approximately equal monthly, quarterly, semi-annual or at2nual payments, calculated to continue for a period
certain chosen by the Participant;
(d} Annual Payments equal to the minimum distributions required under Section 401(x)(9) of the Code,
including the incidental death benefit requirements of Section 401{a}(9}(G}, over the life expectanry of the
Participant or over the life expectancies of the Participant and his or her Beneficiary;
(e) Payments equal to payments made by the issuer of a retirement annuity policy acquired by the Employer;
(f) A split distribution under «~hich payments under options (a), (b), (c) or {e) commence or are made at the
same time, as elected by the Participant under Section 7.01, provided that afl payments commence {or are
made) by the latest benefit commencement date permitted under Section 7.01;
(g) Atiy other pa}mient option elected by the Participant and agreed to by the Employer and Administrator.
A Participants selection of a payment option under Subsections (a), (c), or (g) above may include the selection of an
automatic annual cost-of living increase. Such increase will be based on the rise in the Consumer Price Index for All
Urban Consumers (CPI-U) from the third quarter of the last year in which acost-of-living increase was provided to the
third quarter of the current year. Any increase will be made in periodic payment checks beginning the following January:
7.03 Limitation on Options. No pa}~ment option may be selected by a Participant tuider subsections 7.02(x) or (c)
unless the amount of any installment is not less than $ I00. No payment option may be selected by a Participant
under Sections 7.02, 7.04, or 7.05 unless it satisfies the requirements of Sections 401(a)E9) and 457(d)(2} of the Code,
including that payments conunencing before the death of the Participant shall satisfy the incidental death benefit
requirements wider Section 401(a)(9)(G) of the Code.
7.x4 Minimum Required Distributions. Notvithstandingony provision of the Plan to the contrar}; the Plan shall
comply with the minimum required distribution rules set forth in Sections 457(4){2) and 401(x)(9) of the Code,
including the incidental death benefit requirements of Section 401(a)(9)(G) of the Code.
7.05 Post-Retirement Death Benefits.
(a) Should the Participant die after he or she has begun to receive benefits under a payment option, the remaining
payments, if an}; utrder the payment option shall continue until the Administrator receives notice of the
Participant's death. Upon notification of the Participant's death, benefits shall be payable to 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 elect to begin benefits earlier than that date.
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26
(b) In the event that the Beneficiary dies before the payment of death benefits has commenced or been completed,
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 co an additional beneficiary designated by the Beneficiary. If
no additional beneficiary is named, payment shall be made to the Beneficiary's estate in a lump stem.
(c) In the event that the Participant's estate is the Beneficiary, pa}'ment shall be made to the estate in a lump sum.
7.OG Pre-Retirement Death Benefits.
(a) Should the Participant die before he or she has begw~ to receive the benefits 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 }'ear of the Participant's death, provided that the Beneficiary may elect to begin
benefits earlier than that date.
(b) In the event that the Beneficiary dies before the payment of death benefits has commenced or been completed,
the remaining value of the Participant's Account shall be paid to the estate of the Beneficiary in a lump sum.
In the event that the Participant's estate is the Beneficiary, payment shall be made to the estate in a lamp sum.
7.07 Unforeseeable Emergencies.
(a} In the event an unforeseeable emergency occurs, a Participant or Beneficiary ma}= apply to the Emplo}=er to
receive that part of the value of his or her Account that is reasonably needed to satisfy the emergent}' need.
If such an application is approved by the Employer, the Participant or Beneficiary shall be paid only such
amount as the Emplo}=er deems necessary to meet the emergency need, but payment shall not be made to the
extent that the financial hardship maybe relieved through cessation of deferral under the flan, insurance or
other reimbursement, or liquidation of other assets to the extent such liquidation would not itself cause severe
financial hardship.
(b) An unforeseeable emergency shall be deemed to involve only circumstances ofsevere financial hardship
of a Participant or Beneficiary resulting from an illness or accident of the participant or beneficiary, the
Participant's or Beneficiary's spouse, or the Participant's or Beneficiarys dependent (as defined in Section 152
of the Code, and, for taxable }=ears beginning on or after Januar}> 1, 2005, tivithout regard to Sections 152(6)
(1), (b)(2), and (d}(1){B) of the Code); loss of the Participant's or Beneficiar}='s property due to casualty
{including the need to rebuild a home following damage to a home not otherwise covered by homeowner's
insurance, e.g., as a result of a »atural disaster); or other similar extraordinary= and unforeseeable circumstances
arising as a result of events be}=ond the control of the Participant or the Beneficiary. For example, the
imminent foreclosure of or e~=fiction from the Participant's or Beneficiarys primary residence may constitute
an unforeseeable emergency: Li addition, the need to pay For medical expenses, including non-refundable
deductibles, as well as for the cost of prescription drag medication, may constitute an unforeseeable
emergency: Fitiall}; the need to pay for the funeral expenses of a spouse or a dependent (as defined in section
152 of the Code, and, for taxable years beginning on or after January 1, 2005, without regard to Sections
152(b)(I), (b)(2), and (d)(1)(B) of the Code} mad=also constitute an unforeseeable emergency. Except as
otherwise specifically= provided in this Section 7.07{b), the purchase of a home and the payment of college
tuition are not unforeseeable emergencies.
7.08 In-Service Distribution of Rollover Contributions, EfFective January 1, 2006, the Employer ma}> elect to allow
Participants to receive an in-service distribution of amounts attributable to rollover contributions to the Plan. If the
Employer has elected to make such distributions available, a Participant drat has a separate account attributable to
rollover contributions to the PIan may ar any= time elect to receive a distribution of all or any=portion of the amount
held in the rollover account.
7.09 In-Service Distribution to Participants Age 70'/z or Older. f\ Participant ~vho has reached age 70+/a and
has not y=et had a Scvcra+ice Event, may, at any= rime, request a distribution of all or a part of his or her Accotuu. A
Participant may only receive nvo (2) such distributions pursuant to this Section 7.09 in any calendar }ear.
It
27
7.I0 Distribution De Minimis Accounts. Notwithstanding the foregoing provisions of this Article VII:
(a} Mattdatory DrstriGutiort. If the value of a Participant's Account is less than $1,000, the Participant's Account
shall be paid to the Participant in a single Iwnp sum distribution, provided that:
(1) No amount has been deferred under the Plan with respect to the Participant during the 2-year period
ending on the dare of the distribution; and
(2) There has been no prior distribution under the Plan to the Participant pursuant to this Section 7.10.
(b) Volurrtat7+ Distribtrriort. If the value of the Participant's Account is at least $1,000 but not more than the dollar
limit under Section 41I(a)(11)(A) of the Code, the Participant map elect to receive his or her entire Account
in a lump sum payment if:
(1) No amount has been deferred under the Plan with respect to the Participant during the 2-year period
ending on the date of the distribution; and
° (2} There has been no prior distribution under the Plan to the Participant pursuant to this Section 7.10.
Article VIII. Loans to Participants
8.01 Availability of Loans to Participants.
(a) ~ The Employer ma}~ elect to make loans a~~ailable to Participants in this flan. If the Emplo}*er has elected
to make loans available to Participants, a Participant may apply for a loan from the Plan subject to the
limitations and other provisions of this Article. However, no loans are available from Deemed IRAs.
(b) The Employer shall establish written guidelines governing the granting of loans, provided that such guidelines
are approved by the Administrator and are not inconsistent ~vith the provisions of this Article, and that loans
are made available to all Participants on a reasonably equivalent basis.
8.02 Terms and Conditions of Loans to Participants. An}r Loan by the Plan ro a Participant under Section 8.01 of
the Plan shall satisfy the follo~ving requirements:
(a) Avrlilrtbility. Loans shall be made a~~ailable to all Part-cipants on a reasonably equivalent basis.
(b) Interest Rate. Loans must be adequately secured and bear a reasonable interest rate.
(c) Loart Lirrrit. No Participant loan sltail exceed the present value of the Participant's Account.
(d) Forec~osrrre. In the event of default on any installment payment, the outstanding balance of the loan shall be a
deemed distribution. In such event, an actual distribution of a plan loan offset amount will not occur until a
distributable event occurs in the Plan.
(e) Re~lurtiort ofAccorrrtt. Notwithstanding an}'other provision of this Plan, the portion of the Participant's
Account balance used as a securit}~ interest held by the Platt by reason of a loan outstanding to the Participant
shall be taken into account for purposes of deteru~ining the amount of the Account balance pa}~able at the
time of death or distribution, but only if the reduction is used as repayment of the loan.
(f) A/)IOflflt ofLo~tn. At the time the loan is made, the principal amount of the loan plus the outstanding balance
(principal plus accrued interest) due on any other outstanding loans to die Participant from the Plan and from
ail other plans of the Employer that arc either eligible deferred compensation plans described in section 457(6)
of the Code or qualified employer plans under Section 72(p)(~} of the Code shall nor exceed the lesser oh
12
28
(1) $50,000, reduced by the excess (if any) of
(i) The highest outstanding balance of loans from the Plan during the one (1) year period
ending on the day before the date on which the loan is made; or •
(ii) The outstanding balance of loans from the Plan on the date on which such loan is made; or
{2) One-half of the value of the Participant's interest in all of leis or her Accounts ut:der this Plan.
(g) Application fot- Loatt. The Participant must give the Employer adequate written notice, as determined by the
Employer, of the amount and desired time for receiving a loan. No more than one (1) loan may be made by
the Plan to a Participant's in any calendar year. No loan shall be approved if an existing loan from the Plan to
the Participant is in default to an}~ extent.
{h) Length of Lorttt. tiny loan issued shall require the Participant to repay the loan in substantially equal
installments of principal and interest, at least month(}; aver a period that does tot exceed five (5) years from
the dare of the loan; provided, however, that if the proceeds of the loan are applied b}~ the Participant to
acquire any dwelling unit that is to be used within a reasonable time (determined ar the rime of the loan is
made) after the loan is made as the principal residence of the Participant, the five (S} year limit shall not app(}:
In this event, the period of repayment shall not exceed a reasonable period determined by the Employer.
Principal installments and intcrest payments otherwise due may be suspended for ^p to one (I) year during
alt authorized leave of absence, if the promissory note so provides, but not beyond the original term permitted
under this subsection (h), with a revised payment schedule (within such term) instituted at the end of such
period of suspension.
(i) Prepaynzertt. The Participant shall be permitted to repay the loan in whole or in parr at any time prior to
maturity, without penalt}:
(j} Pratttissory IUote. The Ivan shall be evidenced b}~ a promissory note executed by the Participant and delivered ro
the Empio}'er, and shall bear interest at a reasonable rate determined by the Emplo}'er.
(k) Security. 'fhe loan shall be secured by an assignment of the participant's right, title and interest in and to his or
her tlccowu.
(1) llssigtrntent a• Pledge. For the purposes of paragraphs (f) and (g), assignment or pledge of any portion of the
Participant's intcrest in the Plan and a loan, pledge, or assignment with respect to any insurance contract
purchased under the Plan, will be treated as a loan.
(m} Other Tertrrs uttd Conditions. The Employer shall fix such other terms and conditions of the loan as it deems
necessary to comp(}' with legal requirements, to maintain the qualification of the Plan and Trust under Section
457 of the Code, or to prevent dze treatment of the loan for tax purposes as a distribution to the Participant.
The Employer, in its discretion for any reason, may also fix other terms and conditions of the loan, including,
but not limited to, the provision of grace periods following an event of default, not inconsistent with. the
provisions of this Article and Section 72(p) of the Code, and any applicable regulations thereunder.
8.03 Participant Loan Accounts.
{a) Upon approval of a loan to a Participant by the Employer, an amount not itz excess of the loan shall be
transferred from the Participant's other investment funds}, described it: Section G.05 of the Phan, to the
Participant's loan account as of the Accounting Date immediately preceding the agreed upon date on which
the loan is to be made.
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29
(b) The assets of a Participant's loan account may be invested and reinvested only in promissory notes received
by the Plan from the Participant as consideration for a loan permitted by Section 8.01 of the Plan or in cash.
Uninvested cash balances in a Participant's loan account shall not bear interest. Neither the Employer, the
Administrator, nor any other person shall be liable For any loss, or b}~ reason of arty breach, that results frorn
the Participant's exercise of such control.
{c) Repa}=meet of principal and payment of interest shall be made by payroll deduction or, where repayment
cannot be made by payroll deduction, by check, and shall be invested in one {I } or snore other investment
funds, in accordance with Section 6.05 of the Plan, as of the next Accounting Date after payment thereof to
the Trust. The amount so im~ested shall be deducted from the Participant's loan account.
(d) The Employer shall have the authorit}' to establish other reasonable rules, not inconsistent with the provisions
of the Plan, governing the establishment and maintenance oFParticipant loan accounts.
Axticle IX. Deemed IRAs
9.01 General. This Article IX of the Plan reflects section 602 of the Economic Growth and-Tax Relief Reconciliation Act
of 2041 ("EGTRRA"), as amended b}= the Job Creation and ~Xtorker Assistance Act of 2002. This Article is intended
as good faith compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA
and guidance issued thereunder. This Article IX shall supersede the provisions of the Plan to the extent that those
provisions are inconsistent with the provisions of this Article IX.
Effective for Plan Years beginning after December 31, 2002, the Ernplo}=er may elect to allow Ernplo}=ees to make
voluntary employee contributions to a separate account or armuig' established under the Plan that complies with the
requirements of Section 408(q) of the Code and an}y regulations promulgated thereunder (a "Decreed IRA").The Plan
shall establish a separate account for the designated Deemed II2A contributions of each Ernplo}=ee and any earnings
properly allocable to the contributions, and maintain separate recordkeeping with respect to each such Deemed IRA.
9.02 Voluntary Employee Contributions. For purposes of this Article, a voluntary employee contribution means any
contribution (other than a mandatory contribution within the meaning of Section 41 I (c}{2) of the Code) that is made
by the Employee and which the Employee has designated, at or prior to the time of making the contribution, as a
contribution to ~cd~ich this Article applies.
9.03 Deemed IRA Trust Requirements. This Article shall satisfy the trust requirement under Section 408(q) of the
Code and the regulations thereto. IRAs established pursuant to this Article shall be held in one or more trusts or
custodial accounts (the "Deemed IRA Trusts"), ti~*hich shall be separate from the Trust established under the PIan
to hold contributions other than Deemed IRA contributions. The Deemed IRA Trusts shall satisfy the applicable
requirements of Sections 408 and 408A of the Code, which requirements are set forth in section 9.05 and 9.4G,
respectively, and shall be established with a trustee or custodian meeting the requirements of Section 448(a}(2) of
the Code ("Deemed IRA Trustee"). To the extent that the assets of an}' Decmcd IRAs established pursuant to this
Article are held in a Deemed IRA Trust satisfying rl~e requirements of this Section 9.43, such Deemed IRA Trust,
and any amendments thereto, is hereb}' adopted as a trust maintained under this PIan with respect to the assets held
therein, and the provisions of such Deemed IRA Trust shall control so long as any assets of any Deemed IRA are held
thereunder.
9.04 Reporting Duties. "I'he Deemed IRA Trustee shall be subject to the reporting requirements of Section 408(i) of the
Code n=ith respect to al[ Deemed IRAs that ace established and maintained under the Plan.
9.05 Deemed Traditional IRA Requirements. Deemed IRAs established in the form of traditional IRt1s shall satisf}'
the following rcquiretnents:
(a) E.tclrrsive Beriefrt. The Deemed IRA account shall be established for the exclusive benefit of au En~ployce or his
or her Beneficiaries.
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30
(b) /j~QX117111111 Alllllutl Colltrib11t1011S.
(1} Except in tht case of a rollover contribution (as permitted by Sections 402(c), 402(e}(6), 403(a){4},
403(6)(8), 403(6}(10), 408(d}(3) and 457(e)(16) of the Code), no contributions will be accepted
unless they are in cash, and the rota[ of such contributions shall nor exceed:
$3,000 for any taxable year beginning in 2002 through 2004;
$4,000 for an}• taxable year beginning in 2005 through 2007; and
$5,000 for any taxable }•ear beginning in 2008 atzd years thereafter.
tlfter 2008, the limit will be adjusted b}'the Secretary of the Treasury for cost-of-living-increases
under Section 219{b)(5)(C) of the Code. Such adjustments will be in multiples of $500.
(2) In the case of an Employee who is 50 or older, the annual cash. contribution limit is itzcreased by:
$500 for any taxable year beginning in 2002 through 2005; and
$1,000 for any taxable }'ear beginning in 2006 and thereafter.
(3) No caitributions will be accepted under a SI:A4PLE IRA plan established by any emplo}'er pursuant
to Section 408(p) of the Code. Also, no transfer or rollover of Funds attributable ra contriburions
made by a particular employer under its SIMPLE IRA plan will be accepted from a SIMPLE IRA,
that is an IRA used in conjunction with a SI1biPLE IRA plan, prior to the expiration of the 2-year
period beginning on the date the Employee first participated in that employer's SIMPLE IRA plan.
{c) Collectibles. 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 wilt be treated as a distribution in an amount equal
to the cost of such collectibles.
(d} Life Irrsllrallce Cout~•acts. No part of the Deemed IRA Trust fluids will be invested in Life insurance contracts.
(e) M%111)11UT~1 RCLIllI)'CC~D1SI77GRlf10t15.
(1) Notwithstanduig an}• provision of this Decsned IRA to the contrar}; the distribution of the
Employee's interest in the account shall be made in accordance with the requirements of Section
408(a)(6) of the Code and the Income Tax Regulations thereunder, the provisions of which are
herein incorporated by reference. If distributions are made from an annuity contract purchased
from an insurance company, distributions thereunder must satisfy the requirements oFQ&A-4 of
Section 1.401(a)(9)-6T of die Income Tax Regulations (or Section 1.401(a)(9)-6 of the Income Tax
Regulations, as applicable), rather than paragraphs (2), {3) and (4) below and Section 9A5(f). The
minimum required distributions calculated for this IRA ma}' be withdrawn from another IRA of the
Employee in accordance with QL~cA-9 of Section 1.408-8 of the Income Tax Regulations.
{2) The entire value of the account of the Employee for whose benefit the account is maintained will
commence to be distributed no later than the first day of April following the calendar year in which
such Employee attains age 70'/z (the "required beginning date") over the life of such Employee or the
lives of suds Employee and his or her Beneficiary:
(3) The amount to be distributed each year, beginning with the calendar year in which the Employee
attains age 70'/z and continuing through the }'ear of death shall not be less than the quotient obtained
by dividing the value of the IRA (as determined under section 9.05(f)(3)) as of the end of the
preceding year by the distribution period in tl~e Uniform Lifetime Table in Q&A 2 of Section 401(x)
(9)-9 of the Income Tax Regulations, using the Employee's age of his or her birthday in the year.
However, if the Employee's sole Beneficiary is lus or her surviving spouse and such spouse is more
than l0 }'cars younger than dze Employee, then the distribution period is determined under the Jouir
IS
31
and Last Survivor Table in QUA-3 of Section I.401(a) (9)-9 of the Income Tax Regulations, usitzg the
ages as of the Emplo}se's and spouse's birthda}=s in the year.
(4) The required minimum distribution For the year the Employee attains age 70t/a ctt~ be made as late as
April 1 of the following year. The required minimum distribution for any other year must be made by
the end of such year.
(f) Distribtrtiou Upotr Death.
{I) Death On orAfterltequired BegirrrringDate. If the Employee dies on or after the required beginning
date, the remaining portion of his or her interest will be distributed at least as rapidly as follows:
(i} If the Beneficiary is someone other than the Employee's surviving spouse, the remaining
interest will be distributed over the remaining life expectancy of the Beneficiary, with such
Life expectancy determined using the Bene&ciary's age as of his or her birthday in the }•ear
following the yrear of the Employee's death, or Duet the period described in paragraph (I)(iii)
below if longer.
(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 paragrtph (I}(iii}
below if longer. Any interest remaining after such spouse's death will be distributed over such
spouse's remaining Life expectancy determined using the spouse's age as of his or her Girthda}•
in the year of the spouse's death, or, if the distributions are being made over the period
described in paragraph (1)(iii} below, over such period.
(iii) if there is no Beneficiary, or if applicable by operation of paragraph (1)(i) or (I){ii) above,
the remaining interest will be distributed over the Employee's remaining life expectancy
determined in the year of the Employee's death.
(iv) The amount to be distributed each year under paragraph (1)(i), (ii), or (iii}, beginning
with the calendar year following the calendar year of the Employee's death, is the quotient
obtained by dividing the value of the IItA as of the end of the preceding }*ear by the
remaining life expectancy specified in such paragraph. Life expectancy is determined using
the Single Life Table in Q&A-t of Section 1.401(a)(9)-9 of the Income Tax Regulations.
if distributions are being made to a surviving spouse as the sole Beneficiary, such spouse's
remaining life expectancy for a year is the number in the Single Life Table corresponding
to such spouse's age in the year. In all other cases, remaining life expectancy for a year is the
number in the Single Life Table corresponding to the Beneficiary'sar Employee's age in the
year specified in paragraph I (i), (ii), or {iii} and reduced by 1 for each subsequent year.
{2) DeatG Before Required Begixnting 1?ate. if the Employee dies before the required beginning date, his or
her entire intcrest will be distributed at least as rapidly as (allows:
(i} If the Beneficiary is someone other than the Employee's surviving spouse, the entire interest
will be distributed, starting by the end of the calendar year following the calendar year of
the Employee's death, over the remaining life expectancy of the Beneficiary; with such life
expectancy determined using the age of the Beneficiary as of his or her birthday in the year
following the year of the Employee's death, or, if elected, in accordance with paragraph
{2)(iii) below
(ii) If the Employee's sole Beneficiary is the Employees surviving spouse, the entire intcrest will
be distributed, starting by the end of the calendar year following the calendar }=ear of the
Employee's death (or by the end of the calendar year in which the Emplo}=ee ~vottld have
attained age 70t/z, if later}, over such spouse's life, or, if elected, in accordance with paragraph
(2}(iii) beloZ~: If the surviving spouse dies before distributions are required to begin, the
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32
remaining interest will be distributed, starting by the end of the calendar year following the
calendar year of the spouse's death, over the spouse's Beneficiary's remaining life expectancy
derennined using such Beneficiary's age as of his or 12er 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 after distributions are required to begin, any remaining
interest will be distributed over the spouse's remaining life expect<vic}• determined using the
spouse's age as of his or her birthday in the year 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 entire interest will be distributed by the end of the calendar year containing the fifth
anniversar}' of the Beneficiar}~s death {or of the spouse's death in the case of the surviving
spouse's death before distributions are required to begin under paragraph (2)(ii) above).
(iv} The amount to be distributed each year under paragraph {2}(i} or (ii) is the quotient to
be obtained by dividing the value of the IRA as of the end of the preceding year by the
remaining life expectancy specified in such paragraph. Life expectancy i determined using
the Single Life Table in Q&A-1 of Section 1.401(a)(9)-9 of the- Income Tax Regulations.
If distributions are being made to a surviving spouse as the sole Beneficiary, such spouse's
remaining life expectancy for a year 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.
(v) The "value" of the IRA includes the amount of an}• outstanding rollover, transfer and
recharacterization under Q&As-7 and -8 of Section 1.408-8 of the Income Tax Regulations.
(vi) If the sole Beneficiary is the Employee's surviving spouse, the spouse may elect to treat the
IRA as his or her own IRA. This election will be deemed to have been made if such sun•iving
spouse makes a contribution to the IRA or fails to take required distributions as a Beneficiar}:
{~ Na1~1f itaGle. The interest of an Emplo}gee in the balance in lus or her Deemed llZA account is nonforfeitable
at all times.
(h) Reportitrg. The Deemed IRA Trustee of a Dcctncd Traditional IRA shall furnish annual calendar }year reports
concerning the status of the Deemed IRA account and such information concerning required minimum
distributions as is prescribed by the Commissioner of Internal Revenue.
(i) SrrGstitrrtion of Deemed IRA Trustee. If the Deemed IRA Trustee is a non-bank trustee or custodian, the non-
banktrustee or custodian shall substitute another trustee or custodian if the non-batik trustee or custodians
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 Tax Regulations and Section
1.408-2T of the Income Tax Regulations.
9.06 Deemed Roth IRA Requirements. Deemed IRAs established in the Form of Roth IRAs shall satisfy the following
requirements:
(a) ~iclusive Belrefit. The Deemed Roth 1RA shall be established for the exclusive benefit of an Employee or his or
her Beneficiaries.
{b) M11,\1))lr[111 !l )171rLd~ CO77t77G1[17077s.
(1) Mrrxintum Pe7•raissibleAnroulit. Except in the case of a qualified rollover contribution or
recharacteri~ation (as defined in (6) below), no contribution will fie accepted unless it is in cash and
the total of such contributions to all the Emplo}ee's Roth IRtls for a taxable year does not exceed
17
33
the applicable amount (as defined in (2) below), or the Employee's compensation (as defined in {8)
below) if less, for that raxable year. The contribution described in the previous sentence that nay
not exceed the lesser of the applicable amount or the Employer's compensation is referred to as a
"regular contribution." A "qualified rollover contribution" is a rollover contribution char meets the
requirements of Section 408(4){3) of the Code, except the one-rollover-per-}'ear rule of Section
408{d)(3}(B) does not apply if the rollover contribution is from another IRA ocher rhan a Roth IRA
(a "nonRoth IRA"). Contributions ma}~ be limited under (3} through (5) belo~i:
(2) Applicable Affiotnrt. The applicable amount is determined under {i) or (ii} below:
(i) If the Empio}gee is under age 50, the applicable amount is:
$3,000 For anJ~ taxable year begituung in 2002 through 2004;
$4,000 for any taxable J'ear beginning in 2005 through 2007; and
$5,000 for any taxable }'ear begiuni~tg in 2008 and years thereafter.
(ii) If the Emplo}'ee is 50 or older, the applicable amount is;
$3,500 for any taxable year beginning in 2002 through 2004;
$4,500 for an}' taxable year beginning in 2005;
$5,000 for any taxable }'ear beginning in 2006 through 2007; and
$6,000 for an}'taxable }'ear beginning in 2008 and years thereafter.
After 2008, the limits in paragraph (2)(i) and (ii} above will be adjusted by the Secretary of the
Treasury for cost-of-living increases under Section 229(b}(5) f C) of the Code. Such adjustments will
be in multiples of $500.
(3) If (i} and/or (ii) below appl}; the maximum regular contribution that can be made to all the
Employee's Roth IRAs for the taxable year is the smaller amount determined under (i) or (ii).
(i) The maximum regular contribution is phased out ratably between terrain levels of modified
adjusted gross income ("modified AGI," defined in {7) below) in accordance with the
following table:
Modified AGI
Filing Status Full Phase-ont No
Contribution Range Contribution
Single or Head $95,000 or less Betveen $95,000 $1 10,000
of Household and $110,000 or more
Joint Return
or Qualifyuig $150,000 or less 8etvicen $150,000 $160,000
Widower and $160,000 or more
Married- Between $0 $10,000
Separate RettErn $0 and $10,000 or more
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34
If the Employee's modified AGI for a taxable year is in the phase-out range, the maximtun
regular contribution determined tinder this table for that taxable year is rounded up ro the
next multiple of $10 and not reduced below $200.
{ii) If the Emplo}gee makes regular contributions to both Roth and notiRoth IRAs for a rexable
peat; the maximum regular contribution that can be made to all the Employee's Roth IRAs
for that taxable gear is reduced b}~ the regular contributions made to the Employee's nonRoth
IRAs for the taxable pear.
(4} Qualified Rollover CotttriGutiou Lftnit. A rollover from a nonRoth IRA cannot be made to this iRA if,
for the year the amount is distributed from the nonRoth 1KA,(i) the Employee is married and files a
separate return, {ii) the Employee is not married and has modified AGI in excess of $100,000 or (iii)
the Employee is married and together the Etnplo}ree and the Employee's spouse have modified AGI
in excess of $100,000. For purposes of the preceding sentence, a husband and wife are not treated as
married for a taxable year if they have. lived apart at all times during that taxable year and file separate
returns for the taxable year.
{5) SI1t'IPLE IRA Limits. No contributions will be accepted under a SIMPLE IRA plan established by any
employer pursuant to Section 408{p) of the Code. Also, no transfer or rollover of funds attributable
to contributions made by a particular employer under its SIMPLE IKA plan will be accepted from a
SIMPLE IRA, that is, an IRA used in conjunction tivith a SIMPLE IRA plan, prior to the expiration
of the 2-year period beginning on the date the Employee first participated in that employer's SIMPLE
IRA plan.
(6) Recl~atneterizrttiotr. A regular contribution to a uonRoth IRA tna}' be recharacterized pursuant to
the rules in Section 1.408A-5 of the Income Tax Regulations as a regular contribution tv this IRA,
subject to the limits iii (3) above.
(7) A~odrfted AGI. For purposes of E3) and {4) above, an Employee's modified AGI far a taxable year
is defined in Section 408A(c)(3)(C)(i) of the Code and does not include any amount included in
adjusted gross income as a result of a rollover from a nonRoth IRA (a "conversion").
(8) Cottrpetrs~tiotr. For purposes of (1) above, compensation is defined as wages, salaries, professional fees,
or other amounts derived from or received for personal sernices actually rendered (indttding, but
nor limited to, commissions paid salesmen, compensation far services on the basis of a percentage
of profits, conutussions ou insurance premiums, tips and bonuses). and includes earned income, as
defined in Section 401(c)(2) of the Code (reduced by the deduction the self-employed individual
takes for contributions made ro aself-employed retirement plan). For purposes of this dcfitzitioti,
Section 401(c}(2) of the Cvde shall be applied as if the term trade or business for purposes of Section
1402 of the Code included service described itt subsection (c)(6). Compensation does not include
amounts derived From or received as earnings or profits from property (including but not limited
to interest and dividends} or amounts not includible in gross income. Compensation also does
not include an}~ amount received as a pension or annuiq~ or as deferred compensation. The term
"compensation" shall include any amount includible in the Employee's grass income under Section
7I of the Code with respect to a divorce or separation instrument described in subparagraph (A)
of Section 71(6)(2) of the Code In the case of a married Employee filing a joint return, the greater
compensation of his or her spouse is treated as his or her own compensation but onl}~ to the extent
that such spouse's compensation is not being used for purposes of the spouse making a contribution
to a Rvth IRA or a deductible contribution to a nonRoth iRA.
(c) Coleectibles. If the Deemed IRA Trust acquires collectibles within the meaning of Section 408(m) of the Code
after December 31, 1981, Deemed IRA Trust assets will be treated as a distribution in an amount equal to the
cost of such collectibles.
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35
(d} Li~ Ltstnatace Cotttt~rets. No part of the Deemed IRA Trust funds will be invested in life insurance contracts.
(e} Dirbibartiotts Before Deatli. No amount is required to be distributed prior to the death of the Employee for
whose benefit the accotmt was originally established.
{f) Mittirttutn Rer~uired DistriGutltttts.
(I) Notwithstanding an}• provision of this IRA to the contrary; the distribution of the Employ'ee's interest
itz the account shall be made in accordance with the requirements of Section 408(a)(G) of the Code,
as modified by section 408A(c){5), and the regulations thereunder, the provisions of which are herein
incorporated b}~ reference. If distributions arc made from an annuit;' contract purchased from an
insurance compau}; distributions therewider must satisfy the requirements of section L401(a)(9)-6T
of the Temporary Income Tax Regulations (taking into account Section 408A(c}(5) of the Code) (or
Section 1.401 {a)(9)-6 of the Income Tax Regulations, as applicable}, rather than the distribution rules
in paragraphs (2), f3} and (4) below.
(2) Upon the death of the Employee, his or her entire interest will be distributed at least as rapidly as
follows:
(i) If the Beneficiary is someone other than the Employee's surviving spouse, tl~e entire
interest will be distributed, starting by the end of the calendar year Following the year of
the Employee's death, over the remaining life expectancy of the Beneficiar}; with such life
expectancy determined using the age of the beneficiary as of his or her birthday in the year
following the }'car of the Emplo}=ee's death, or, if elected, in accordance with paragraph
{2)(iii) below
(ii) ]f the Employee's sole Beneficiar}' is the Employee's surviving spouse, the entire interest will
be distributed starting b}'the end of the calendar year following the calendar year of the
Employee's death (or by the end of the calendar year in which the Employee would have
attained age 70'/4, if later), over such spouse's life, or, if elected, in accordance with paragraph
(2)(iii) below If the surviving spouse dies before distributions are required to begin, the
remaining uiterest will be distributed, starting by the end of the calendar year following the
calendar year of the spouse's death, over the spouse's Beneficiar}*'s remaining life expectancy
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 distributed in accordance with paragraph (2){iii)
belo«: If the surviving spouse dies after distributions are required to begin, any remaining
interest will be distributed over the spouse's remaining life expectancy determined using the
spouse's age as of his ar her birthday in the year of die spouse's death.
(iii) If there is do Beneficiar}; or if applicable by operation of paragraph (2)(i) or (2)(ii) above, the
entire interest will be distributed the end of the calendar year containing the fifth 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 to begin under paragraph 2(ii) above).
(iv} The amount to be distributed each year under paragraph (2)(i) or (ii) is the quotient
obtained by dividing the value of the IRA as of the end of the preceding year by the
remaining life expectancy specified in such paragraph. Life expecraneg is determined using
the Single Life table in Q8tA-1 of Section I.401(a){9)-9 of the IncomcTax Regulations.
If distributions are being made to a surviving spouse as the sole Beneficiar}; such spouse's
remaining life expectancy for a year is the numbertn the Single Life'Iable correspvndit~g
to such spouse's age in the }'ear. In all other cases, remaining life expectancy for a year is the
ntunber 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.
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36
(3) The "value" of the IRA includes the amount of any outstanding rollover, transfer and
recharacterization under QRAs-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 ma}> elect to treat the IRA as his
or her own I12A. This election will be deemed to have been made if such surviving spouse makes a
contribution ro the IRA or fails to take rcquired distributions as a Beneficiar}:
(g) Noy fotfeitaGde. The interest of an Employee in the balance in his or her account is nanforfeitable at all times.
(h) Reparrifrg. The Deemed IRATrustee of a Deemed Roth IRA shall furnish annual calendar-year reports
concerning the status of the Deemed IRA account and such information concerning required minimum
distributiots as is prescribed by the Commissioner of Internal Revenue.
(i) SrrGstitution of Deemed IRA Trustee. If the Deemed IRA Trustee is a non-bank trustee or custodian, the tion-
banktrustee or custodian shall substitute another 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 Tax Regulations and Section
1.408-2T of the Income Tax Regulations.
Article X. Non-Assignability
10.01 General. Except as provided in Article VIII and Section 10.02, no Participant or Beneficiary shall have any right to
commute, sell, assign; pledge, transfer or otherwise tom>ey or encumber the right ro receive any payments hereunder,
which payments and rights are express!}• declared to be non-assignable and non-transferable.
10.Q2 Domestic Relations Orders.
(a) Aldowa~rce ofTrunsfers: To the extent rcquired under a final judgment, decree, ar order {including approval
of a property settlement agreement) that (1) relates to the provision of child support, alimon}> payments,
or marital property rights and (2} is made pursuant to a state domestic relations law, and (3) is permitted
under Sections 414(p)(11) and (12) of the Code, any portion of a Participant's Account ma}' be paid or set
aside for payment to a spouse, former spouse, child, or other dependent of the Participant (an "Alternate
Payee"). Where necessary to tarry out the terms of such an arder, a separate Account shall be established with
respect to the Alternate Pa}>ee ~vho shall be entitled to make investment selections ~vitli respect thereto in the
same manner as the Participant. Any amount so set aside for an Alternate Payee shall be paid in accordance
with the form and timing of payment specified in the order. Nothing in this Section shall be construed to
authorize any amount to be distributed under the Plan at a time or in a form that is not permitted under
Section 457(6) of the Code and is explicitly permitted under the uniform procedures described in Seerioti
10.2{d) below: Non:>ithstanding the foregoing sentence, if a judgment, decree ar order (including approval
of a property scttlemetit agreement) that relates to the provision of child support, alimon}> payments, or
the marital properq> rights of a spouse or farmer spouse, child, ar ot(ter dependent of a Participant is made
pursuant to the domestic relations late of any Stare, then the amount 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 without regard to whether the Participant is eligible for a distribution of benefits under the Plan. The
Administrator shall establish reasonable procedures for determining the status of any such decree or arder
and for effectuating distribution pursuant to the domestic relations order. Any payment made to a person
pursuant to this Section shall be reduced b}> any required income tax withhold'mg.
(b) Release fro~fr LiaGility to Participrtttt: The Emplo}>er's liabilit}> to pay benefits to a Participant shall be reduced to
the extent that amounts have been paid or set aside for pa}>ment to an tternate Payee to paragraph (a) of this
Section and the Participant and his or her Bene&ciaries shall be deemed to have released the Employer and the
Plan Administrator from any claim with respect to such amounts.
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37
(c) Participatiou in Legal Proceeclitrgr. The Emplo}=cr and Administrator shall not be obligated ro defend against
or set aside an}= judgment, decree, or order described in paragraph (a} or an}=legal order relating to the
garnishment of a Participant's benefits, unless the full expense of such legal action is borne by the Participant.
In the event that the Participant's action (or inaction} nonetheless causes the Employer or Adminisu-ator to
incur such expense, the amount of the expense ma}= be charged against the Participant's Account and thereby
reduce the Etnplo}=er's obligation to pay benefits to the Participatzt. In the course of any proceeding relating
to dig=orce, separation, or child support, t#te Employer and Administrator shall be autl~orized to disclose
information relating to the Participant's Account to the Alternate Payee (including the Iegal representatives of
the AIterttate Payee), or to a court.
{d) Deterntirtatiort of I/alirlity ofDotrtestic Relations Orders: The Administrator shall establish uniform procedures
for determining die validity of an}= domestic relations order. Tltc Administrator's determinations under such
procedures shall be conclusn~e and binding on all parties and shall be afforded the maximum amount of
deference permitted by law.
10.03 IRS Levy. Notwithstanding Section 10.0I, the Administrator may pay from a Participant's or Beneficiar}ts Account
balance the amount that the Administrator finds is la~vfitll}=demanded under a le~~}=issued by the Internal Revenue
Service with respect to that Participant or Beneficiary or is sought to be collected by the United States Government
under a judgment resulting from an unpaid tax assessment against the Participant or Beneficiary.
10.04 Mistaken Contribution. To the extent permitted b}=applicable law, if any contribution (or any= portion oFa
contribution) is made to the PIan by a good faith mistake of fact, then after the pa}*ment of the contribution,
and upon receipt in good order of a proper request approved b}= the Administrator, the amount of the mistaken
contribution (adjusted for any inconce or foss in value, if an}; allocable thereto} shall be returned directly to the
Participant or, to the extent required or permitted by the Administrator, to the Employer.
10.05 Payments to Minors and Incompetents. If a Participant or Beneficiary entitled to receive an}= benefits hereunder
is a minor or is adjudged to be legally incapable if giving valid receipt and discharge for such benefits, or is deemed so
by the Administrator, benefits will be paid to such persons as the Administrator may designate for the benefit of such
Participant or Beneficiar}: Such payments shall be considered a payment to such Partiupant or Beneficiary and shall,
to the extent made, be deemed a complete discharge of any liability for such pa}intents under the Plan.
10.06 Procedure When Distributee Cannot Be Located. The Administrator shall make alE reasonable attempts to
determine the identity and address of a Participant or a Participant's Beneficiary entitled to benefits under the Plan. For
this purpose, a reasonable attempt means (a) the mailing by certified mail of a notice to the last known address shown
on the Employei or Administrator's records, (b} notification sent to the Social Securit}=Administration or the Pension
Benefit Guarantee Corporation {under their program ro identify payees under retirement plans), and (c) the payee has
not responded within b months. If the Administrator is unable to locate such a person entitled to benefits hereunder, or
if there has been no claim made for such benefits, the Trust shall continue to hold the benefits due such person.
Article XI. Relationship to Other Plans and Employment Agreements
This Plan serves in addition to any other retiretncttt, pension, or benefit plats or system presently in existence or hereinafter
established For the benefit of the Employer's employees, attd participation hereunder shall not affect benefits receivable under
any such plan or system. Nothing contained in this PIan shall be deemed to constitute an employment contract or agreement
between arty Participant and the Employer or to give any Participant the right to be retained in the employ of the Etnplo}=er.
Nor shall anything herein be construed to modify the terms of any emplo}=ment contract or agreement beta=een a Participant
and the Emp1o}=er.
Article XII. Amendment or Termination of Plan
The Employer ntay at any= time amend this Plau provided that it transmits such amendment in writing to the Administrator at
least 30 days prior to the effective date of the amendrent. The consent of the Administrator shall not be required its order for
22
38
such amendment to become effective, but the Administrator shall be under no obligation to continue acting as Administrator
hereunder if it disapproves of such amendment.
Tltc Administrator ma3= at atiy tithe propose an amendment to the Plan by an instrument in writing transmitted to the
Employer at least 34 da3•s before the effective date of the amendment. Sttch amendment steal! become effective unless, tivithin
such 30-day period, the Employer notifies the Administrator in writing that it disapproves such amendment, in which case
Bach amendment shall not become effective. In the evetu of such disapproval, the Administrator shall be under no obligation
to continue acting as Administrator hereunder.
The Employer may at any time terminate this Plan. In the event oFtermination, assets of the Plan shall 6e distributed to
Participants and Beneficiaries as soon as administratively practicable following termination of the Plan. tVternatively; assets of
the Plan maybe transferred to an eligible deferred compensation plan maintained by another eligible governmental employer
within die same State if (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 Participants and Beneficiaries whose deferred amounts are being transferred will have an
amount immediately after the transfer at least equal to the deferred amount immediately before the transfer; and (d) the
Participants or Beneficiaries whose deferred amounts are being transferred is not eligible For additional annual deferrals in the
receiving plan unless the Participants or Beneficiaries are performing services for the emplo}•er maintaining the receiving plan.
Except as may be required to maintain the status of the Plan as an eligible deferred compensation plan under Section 457(b) of
the Code or to comply with other applicable laws, no amendment or termination of the Plan shall divest an}• Participant of any
rights with respect to compensation deferred before the date of the amendment or termination.
Article XIII. Applicable Law
This Plan and Trust shall be construed under the laws of the state where the Employer is located and is established with
the intent that it meet the requirements of an "eligible deferred compensation plan" under Section 457{b} of the Code, as
amended. The provisions of this Plan andTrust shall be interpreted wherever possible in conformity with the requirements of
that Section of the Code.
In addition, notwithstanding any provision of the Plan to the contrary, the Plan shall be administered in compliance with the
requirements of Section 414(u) of the Code.
Article XIS Gender and Number
Tlie masculine pronoun, whenever used herein, shall include the feminine pronoun, and the singular shall. include the plural,
except where the context requires other4vise.
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