HomeMy WebLinkAboutR-02-0064J-02-90
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RESOLUTION NO. 02- 064
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT, AMENDING THE CITY OF
MIAMI`S 457 DEFERRED COMPENSATION PLAN IN
THE FORM OF THE ICMA RETIREMENT CORPORATION
DEFERRED COMPENSATION PLAN AND TRUST FOR
CITY EMPLOYEES IN THE MANNER DESCRIBED IN
THE ATTACHED AND INCORPORATED PLAN AND TRUST
DOCUMENT; AUTHORIZING THE CITY MANAGER TO
EXECUTE ALL NECESSARY DOCUMENTS, IN A FORM
ACCEPTABLE TO THE CITY ATTORNEY, TO EFFECT
THE PLAN AMENDMENTS.
WHEREAS, the City of Miami has employees rendering valuable
services; and
WHEREAS, the City of Miami has established a deferred
compensation plan for such employees that serves the interest of
the City of Miami by enabling it to provide reasonable
retirement security for its employees, by providing increased
flexibility in its personnel management system, and by assisting
in the attraction and retention of competent personnel; and
WHEREAS, amendments to the Internal Revenue Code have been
enacted that require changes to the structure of and allow
enhancements of the benefits of the deferred compensation plan;
MAMMON
6"
JAN 7 � 2002
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NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE
CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are adopted by reference and
incorporated as if fully set forth in this Section.
Section 2. The City of Miami's 457 Deferred
Compensation Plan in the form of the ICMA Retirement Corporation
Deferred Compensation Plan and Trust for City Employees is
amended in the manner described in the attached and incorporated
Plan and Trust document.
Section 3. The assets of the Plan shall be held in
trust, with the City of Miami serving as Trustee, for the
exclusive benefit of Plan participants and their beneficiaries,
and the assets shall not be diverted to any other purpose. The
Trustee's beneficial ownership of Plan assets held in the ICMA
Retirement Trust shall be held for the further exclusive benefit
of the plan participants and their beneficiaries.
Section 4. The City of Miami agrees to serve as Trustee
under the Plan.
Page 2 of 3
U2- 064
Section S. The City Manager is authorized" to execute
all necessary documents, in a form acceptable to the City
Attorney, to effect the Plan amendments.
Section 6. This Resolution shall become effective
immediately upon its adopticn.''/
PASSED AND ADOPTED this 24th day of January 2002•
UEL A. DIAZ, MA
ATTEST:
WA ER J- F'OEMAN, CITY CLERK
APPROVED AS TO FORM AND CORRECTNESS
eEJAN�TPT,00
C o 4-111 VIL RELLO
RNE
W5958:smg:dd:BSS
l� The herein authorization is further subject to compliance with
all requirements that may be imposed by the City Attorney,
including but not limited to those prescribed by applicable City
Charter and Code provisions.
zi If the Mayor does not sign this Resolution, it shall become
effective at the end of ten calendar days from the date it was
passed and adopted. If the Mayor vetoes this Resolution, it
shall become effective immediately upon override of the veto by
the City Commission.
Page 3 of 3 02- 064
Deferred
C ompensation
Plan
PLAN TRUST
DOCUMENT
ICMA RETIREMENT CORPORATION 02- 064
The public service Vantagepoint® since,1972
DEFERRED COMPENSATION PLAN & TRUST
As Amended and Restated Effective January 1, 2001
Article I. Purpose
The Employer hereby establishes the Employer's Deferred Compensation Plan and Trust, hereafter referred
to as the "Plan." The Plan consists of the provisions set forth in this document.
The primary purpose of this Plan is to provide retirement income and other deferred benefits to the Employ-
ees of the Employer and the Employees' Beneficiaries in accordance with the provisions of Section 457 of the
Internal Revenue Code of 1986, as amended (the "Code").
This Plan shall be an agreement solely between the Employer and participating Employees. The Plan 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 Employer or be used
for or diverted to purposes other than the exclusive benefit of Participants and their Beneficiaries.
Article II. Definitions
2.01 Account: The bookkeeping account maintained for each Participant reflecting the cumulative amount
of the Participant's Deferred Compensation, including any income, gains, losses, or increases or decreases in
market value attributable to the Employer's investment of the Participant's Deferred Compensation, and
further reflecting any distributions to the Participant or the Participant's Beneficiary 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 pro-
vided in Section 6.06 for valuing the Trust's assets.
2.03 Administrator: The person or persons named to carry out certain nondiscrerionary administrative
functions under the Plan, as hereinafter described. The Employer may remove any person as Administrator
upon 60 days' advance notice in writing to such person, in which case the Employer shall name another
person or persons to act as Administrator. The Administrator may resign upon 60 days' advance notice in
writing to the Employer, in which case the Employer shall name another person or persons to act as Admin-
istrator.
2.04 Automatic Distribution Date: Prior to January 1, 2002, "Automatic Distribution Date" means the
60th day of the calendar year after the Plan Year of the Participant's Retirement or any ocher date permitted
under the regulations promulgated under Code section 457. On and after January 1, 2002, "Automatic
Distribution Date" means April I of the calendar year after the Plan Year the Participant attains age 70-112
or, if later, has a Severance Event.
2.05 Beneficiary: The person or persons designated by the Participant in his or her Joinder Agreement who
shall receive any benefits payable hereunder in the event of the Participant's death. In the event that the
Participant names two or more Beneficiaries, each Beneficiary shall be entitled to equal shares of the benefits
payable at the Participant's death, unless otherwise provided in the Participant's Joinder Agreement. If no
beneficiary is designated in the Joinder Agreements if the Designated Beneficiary predeceases the Participant,
or if the designated Beneficiary does nor survive the Participant for a period of fifteen 0 5) days, then the
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estate of the Participant shall be the Beneficiary, If a married Participant resides in a community or marital
property state, the Participant shall be responsible for obtaining appropriate consent of his or her spouse in
the event the Participant designates someone other than his or her spouse as Beneficiary.
2.06 Deferred Compensation: The amount of Normal Compensation otherwise payable to the Participant
which the Participant and the Employer mutually agree to defer hereunder, any amount credited to a Partici-
pant's Account by reason of a transfer under Section 6.09, a rollover under Section 6. 10, or any other
amount which the Employer agrees to credit to a.Participant's Account.
2.07 Dollar Limitation: The applicable dollar amount within the meaning of Section 457(b)(2)(A) of rhe'
Code, as adjusted for the cost -of -living in accordance with Section 457(e)05) of the Code.
2.08 Employee: Any individual who provides services for the Employer, whether as an employee of the
Employer or as an independent contractor, and who has been designated by the Employer as eligible to
participate in the Plan.
2.09 Employer: , which is a political subdivision, agency or
instrumentality of the (State/Commonwealth] of , within the
meaning of Section 414(d) of the Code and Section 3(32) of the Employee Retirement income Security Act
of 1974, as amended ("ERISA").
2.10 457 Catch -Up Dollar Limitation: Prior to January 1, 2002, "457 Catch -Up Dollar Limitation"
means $15,000. On and after January 1, 2002, "457 Catch -Up Dollar Limitation" means twice the Dollar
Limitation.
2.11 Includible Compensation: The amount of an Employee's compensation from the Employer for a
taxable year that is attributable to services performed for the Employer and that is includible in the Employ-
ee's gross income for the taxable year for federal income tax purposes as defined in Section 457(e)(5) of the
Code; such term does not include any amount excludable from gross income under this Plan or any other
plan described in Section 457(b) of the Code or any other amount excludable from gross income for federal
income tax purposes. Includible Compensation shall be determined without regard to any community
property laws.
2.12'Joinder Agreement: An agreement entered into between an Employee and the Employer, including
any amendments or modifications thereof. Such agreement shall fix 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.
2.13 Normal Compensation: The amount of Compensation which would be payable to a Participant by
the Employer for a taxable year if no Joinder Agreement were in effect to defer compensation under this
Plan.
2.14 Normal Limitation: The maximum amount of Deferred Compensation for any Participant for any
taxable year (other than amounts referred to in Sections 6.09 and 6.10).
2.15 Normal Retirement Age: Age 70-112, unless the Participant has elected an alternate Normal Retire-
ment Age by written instrument delivered to the Administrator prior to a Severance Event. A Participant's
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Normal Retirement Age determines the period during which a Participant may utilize the 457 Cacch-Up
Dollar Limitation of Section 5.02(b) hereunder. Once a Participant has to any extent utilized the catch-up
limitation of Section 5.02(b), his Normal Retirement Age may not be changed.
A Participant's alternate Normal Retirement Age may nor be earlier than the earliesr date that the Participant
will become eligible to retire and receive unreduced retirement benefits under the Employer's basic retire-
ment plan covering the Participant and may not be later than the date the Participant will attain age 70--112.
If a Participant continues employment after actaining age 70-112, nor having previously elected alternate
Normal Retirement Age, the Participant's alternate Normal Retirement Age shall not be later than the
mandatory retirement age, if any, established by the Employer, or the age at which the Participant actually
has a Severance Event if the Employer has no mandatory retirement age. If the Participant will nor become
eligible to receive benefits under a basic retirement plan maintained by the Employer, the Participant's
alternate Normal Retirement Age may not be earlier than age 55 and may not be later than age 70-112.
2,16 Participant: Any Employee who has joined the Plan pursuant to the requirements of Article IV.
2,17 Percentage Limitation: Prior to Januar: 1, 2002, the Percentage Limitation means 33 113 percent of
the participant's Includible Compensation for the taxable year, which will ordinarily be equivalent to the
lesser of the Dollar Limitation in effe-::t�"or the taxab- year or 25 percent of the Participant's Normal Com-
pensation. After December 31, 2001, the Percentage Limitation means 100 percent of rhe participant's
Includible Compensation for the taxable year, which will ordinarily be equivalent to the lesser of the Dollar
Limitation in effect for the taxable year or 50 percent of the Participant's Normal Compensation.
2.18 Plan Year: The calendar year.
2.19 Retirement: The first date upon which both of the following shall have occurred with respect to a
participant: Severance Event and attainment of age 65.
2.20 Severance Event: Prior to January 1, 2002, severance of the Participant's employment with the Em-
ployer that constitutes a "separation from, service" within the meaning of Section 402(e)(4)(D)(iii) of the
Code. After December 31, 2001, a Severance Event means a severance of the Participant's employment with
the Employer within the meaning of Section 457(d)(1)(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 consid-
ered to have actually terminated. In the case of a Participant who is an independent contractor of the Em-
ployer, a Severance Event shall be deemed to have occurred when the Participant's contract under which
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 ocher events as may be
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 discributions to Participants
and Beneficiaries.
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Article III. Administration
3.01 Duties of the Employer: The Employer shall have the authority to make all discretionary decisions
affecting the rights or benefits of Participants which may be required in the administration of this Pian. The
Employer's decisions shall be afforded the maximum deference permitted by applicable law.
3.02 Duties of Administrator: The Administrator, as agent for the Employer, shall perform
nondiscretionary administrative functions in connection with the Plan, including the maintenance of Par-
ticipants' Accounts, the provision of periodic reports of the status of each Account, and the disbursement of
benefits on behalf of the Employer in accordance with the provisions of this Plan.
Article N Participation in the Plan
4.01 Initial Participation: An Employee may become a Participant by entering into a Joinder 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 permitted under the Code.
4.02 Amepdment of Joinder Agreement: A Participant may amend an executed Joinder Agreement to
change the amount of Normal Compensation not yet earned which is to be deferred (including the reduc-
tion 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 per-
mitted under the Code. A Participant may at any time amend his or her Joinder Agreement to change the
designated Beneficiary, and such amendment shall become effective immediately.
Article W Limitations on Deferrals
5.01. Normal Limitation: Except as provided in Section 5.02, the maximum amount of Deferred Com-
pensation for any Participant for any taxable year, shall not exceed the lesser of the Dollar Limitation or the
Percentage Limitation.
5.02 Catch -Up Limitations:
(a) Catch-up Contributions for Participants Age 50 and Over: A Participant who has attained the
age of 50 before the close of the Plan Year, and with respect to whom no other elective deferrals
may be made to the Plan for the Plan Year by reason of the Normal Limitation of Section 5.01,
may enter into a Joinder Agreement to make elective deferrals in addition to those permitted by
the Normal Limitation in an amount not to exceed the lesser of (1) the applicable dollar amount
as defined in Section 4.14(v)(2)(B) of the Code, as adjusted for the cost -of living in -accordance
with Section 414(v)(2)(C) of the Code, or (2) the excess (if any) of (i) the Participant's compen-
sation (as defined in Section 415(c)(3) of the Code) for the year, over (ii) any other elective
deferrals of the Participant for such year which are made without regard to this Section 5.02(a).
An additional contribution made pursuant to this Section 5.02(a) shall nor, with respect to the
year in which the contribution is made, be subject to any otherwise applicable limitation con-
tained in Section 5.01 above, or be taken into account in applying such limitation to other
contributions or benefits under the Plan or any other plan. This Section 5.02(a) shall nor apply
in any year to which Section 5.02(b) applies. The provisions of this Section 5.02(a) of the Plan
shall only apply on and after January 1, 2002.
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(b) Last Three Years Catch-up Contribution: For each of the last three (3) taxable years for a Parcici
pant ending before his or her attainment of Normal Retirement Age, -the maximum amount of
Deferred Compensation shall be the lesser of: (1) the 457 Cacch-Up Dollar Limitation, or (2)
the sum of (i) the Normal Limitation 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 Partici-
pant's Deferred Compensation for such prior taxable years. 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 (or in any other eligible deferred compensation plan established under
Section 457(b) of the Code which is properly taken into account pursuant to regulations under
Section 457), and (y) compensation (if any) deferred under the Plan (or such other plan) was
subject to the Normal Limitation.
5.03 Other Plans: Notwithstanding any 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 plan under Section
457(b) of the Code shall not exceed the limits set forth in Sections 457(b) and 414(v) of the Code. Prior to
January 1, 2002, the limits under Section 457(6) of the Code described in the first sentence of this Section
5.03 shall be further reduced by any amount excluded from gross income under Sections 401(k), 402(e)(3),
402(h)(1)(B), and 403 (b) of the Code, or any amount with respect to which a deduction is allowable by
reason of a contribution to an organization described in Section 501(c)(18) of the Code.
Article VI. Trust and Investment of Accounts
6.01 Investment of Deferred Compensation: A Trust is hereby created to hold all the assets of the Plan
for the exclusive benefit of Participants and Beneficiaries, except chat expenses and taxes may be paid from
the Trust as provided in Section 6.03. The trustee shall be the Employer or such ocher person that agrees to
act in that capacity hereunder.
6,02 Investment Powers: The trustee or the Administrator, acting as agent for the trustee, shall have the
powers listed in this Section with respect to investment of Trust assets, except to the extent that the invest-
ment of Trust assets is directed by Participants, pursuant to Section 6.05.
(a) To invest and reinvest the Trust without distinction between 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 insurance, individual or group annuity, deposit administration, guaranteed interest
contracts, and deposits at reasonable rates of interest at binking institutions including but not
limited to savings accounts and certificates of deposit. Assets of the Trust may be invested 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 any part of the assets of the Trust in any common, collective or
commingled trust fund that is maintained by a bank or other institution and that is available to
Employee plans described under Sections 457 or 401 of the Code, or any successor provisions
thereto, and during the period of time chat an investment through any such medium shall exist,
to the extent of participation of the Plans the declaration of trust of such commonly collective, or
commingled trust fund shall constitute a part of this Plan.
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(c) To invest and reinvest all or any part of the assets of the Trust in any group annuity, deposit
administration or guaranteed interest contract issued by an insurance company or other financial
institution on a commingled or collective basis with the assets of any other 457 plan or trust
qualified under Section 401(a) of the Code or any 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 may 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 contract shall constitute a part of the Plan.
(d) To hold cash awaiting investment and to keep such portion of the Trust in cash or cash balances,
without liability for interest, in such amounts as may from time to time be deemed to be reason-
able and necessary to meet obligations under the Plan or otherwise to be in the best interests of
the Plan.
(e) To hold, to authorize the holding of, and to register any investment to the Trust in the name of
the Plan, the Employer, or any nominee or agent of any of the foregoing, including the Adminis-
trator, or in bearer form, to deposit or arrange for the deposit of securities in a qualified central
depository even though, when so deposited, such securities may be 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 any property for the Trust, all with or without 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 all times show that all such investments are part of
the Trust.
(f) Upon such terms as may 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 owing to the
Plan, to renew, extend the time for payment of, agree to a reduction in the race of interest on, or
agree to any other modification or change in the terms of any obligation owing to the Plan, co
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 for property in foreclosure, and
take a deed in lieu of foreclosure with or without paying consideration therefor, to commence or
defend suits or other legal proceedings whenever any interest of the Plan requires it, and to
represent the Plan 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 name 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 ocher acts that may be deemed necessary co carry out any of the powers set
Forth herein.
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•1 kinds whatsoever char may be levied or assessed under
6.03 Taxes and Expenses: All taxes of any and al y
existing or future laws upon the Plan, or in respect to the Trust, or the income thereof, and all commissions
or acquisitions or dispositions of securities and similar expenses of investment and reinvestment of the Trust, !
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 by the Administrator in performance of its duties hereunder (including but not limited to fees for
legal, accounting, investment and custodial services) shall also be paid from the Trust.
6.04 Payment of Benefits: The payment of benefits from the Trust in accordance with the terms of the
Plan may be made by the Administrator, or by any custodian or other person so authorized by the Employer
to make such disbursement. The Administrator, custodian or ocher person shall not be liable with respect to
any distribution of Trust 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 Accounts to be invested in one (1) or
more investment funds available under the Plan; provided, however, that the Participant's investment direc-
tions shall not violate any investment restrictions established by the Employer. Neither the Employer, the
Administrator, nor any other person shall be liable for any losses incurred by virtue of following such direc-
tions or with any reasonable administrarive delay in implementing such directions.
6.06 Valuation of Accounts: As of each Accounting Dare, the Plan assets held in each investment fund
offered shall be valued at fair market value and the investment income and gains or losses for each fund shall
be determined. Such investment income and gains or losses shall be allocated proportionately among all
Account balances on a fund -by -fund basis. The allocation shall be in the proportion that each such Account
balance as of the immediately preceding Accounting Dare bears to the total of all such Account balances as
of that Accounting Date. For purposes of this Article, all 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
8.03 of the Plan. Such Accounts shall not share in any investment income and gains or losses of the invest-
ment funds described in Sections 6.05 and 6.06.
6.08 Crediting of Accounts: The Participant's Account shall reflect the amount and value of the invest-
ments or other property obtained by the Employer through the investment of the Participant's Deferred
Compensation pursuant to Sections 6.05 and 6.06. it is anticipated that the Employer's investments with
respect to a Participant will conform to the investment preference specified in the Participant's Joinder
Agreement, but nothing herein shall be construed to require the Employer to make any particular invest-
ment of a Participant's Deferred Compensation. Each Participant shall receive periodic reports, not less
frequently than annually, showing the then current value of his or her Account.
6.09 Transfers:
(a) Incoming Transfers: A transfer may be accepted from an eligible deferred compensation plan
maintained by another employer and credited to a Participant's Account under the Plan if (i) the
Participant has had a Severance Event with that employer and become an Employee of the
Employer, and (ii) the other employer's plan provides that such transfer will be made. The
Employer may require such documentation 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 within the meaning of Section 457(b) of the
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Code, and to assure that transfers are provided for under such plan. The Employer may refuse to
accept a transfer in the form of assets other than cash, unless the Employer and the Administra-
tor agree to hold such other assets under the Plan.
Any such transferred amount shall not be treated as a deferral subject to the limitations of Article
V, except that, for purposes of applying the limitations of Sections 5.0I and 5.02, an amount
deferred during any taxable year under the plan from which the transfer is accepted shall be
treated as if it has been deferred under this Plan during such taxable year and compensation paid
by the transferor employer shall be treated as if it had been paid by the Employer.
(b) Outgoing Transfers: An amount maybe transferred to an eligible deferred compensation plan
maintained by another employer, and charged to a Participants Account under this Plan, if (i)
the Participant has a Severance Event with the Employer and becomes an employee of the other
employer, (ii) the other employer's plan provides that such transfer will be accepted, and (iii) the
Participant and the employers have signed such agreements as are necessary to assure that the
Employer's liability to pay benefits to the Participant has been discharged and assumed by the
,other employer. The Employer may require such documentation from the other plan as it deems
necessary to effectuate the transfer, to confirm 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 permit-
ted under Section 457 of the Code and the regulations thereunder.
6.10 Eligible Rollover Distributions:
(a) Effective Date: This Section 6.10 is effective January 1, 2002.
(b) Incoming Rollovers: An eligible rollover distribution may be accepted from an eligible retire-
ment plan maintained by another employer and credited to a Participant's Account under the
Plan. The Employer may require such documentation from the distributing plan as it deems
necessary to effectuate the rollover in accordance with Section 402 of the Code.and to confirm
that such plan is an eligible.retirement plan within the meaning of Section 402(c)(8) (B) of the
Code. The Plan shall separately account for eligible rollover distributions from any eligible
retirement plan that is not an eligible deferred compensation plan described in Section 457(b) of
the Code maintained by an eligible governmental employer described in Section:457(e)(1)(A) of
Code.
(c) Ourgoing Rollovers: Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this Section, a disrriburee may elect, at the time and
in the manner prescribed by the Administrator, to have any portion of an eligible rollover distri-
bution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.
(d) Definitions:
(1) Eligible Rollover Distribution: An eligible rollover distribution is any distribution of
all or any portion of the balance to the credit of the disrributee, except that an eligible
rollover distribution does nor include: any distribution that is one of a series of sub-
stantially equal 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
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distributee and the distributee's designated beneficiary, or for a specified period of ten
years or more; any distribution to the extent such distribution is required under Sec-
tions 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 distribu-
tion 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).
(2) Eligible Retirement Plan: An eligible retirement plan is an individual retirement
account described in Section 408(a) of the Code, an individual retirement annuity
described in'Section 408(6) 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(6) of the Code which is
maintained by an ellgibic governmental employer described in Section 457(e)(1)(A) of
the Code, that accepts the distributee's eligible rollover distribution,
(3) Distributee: A distributee includes an employee or former employee. In addition, the
employee's or former employee's surviving spouse and the employee's or former em-
ployee's spouse c- rormer spouse who is the alternate payee under a qualified domestic
relations order, as defined in Section 414(p) of the Code, are distributees with regard
to the interest of the spouse or former spouse.
(4) Direct Rollover: A direct rollover is a payment by the plan to the eligible retirement
plan specified by the distributee.
6.11 Trustee -to -Trustee Transfers to Purchase Permissive Service Credit: All or a portion of a Partici-
pant's Account may be transferred directly to the trustee 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)(17) of the Code.
6.1.2 Treatment of Distributions of Amounts Previously Rolled over From 401(a) and 403(b) Plans
and IRAs. For purposes of Section 72(t) of the Code, a distribution from this Plan shall be created as a
distribution from a qualified retirement plan described in Section 4974(c)(1) 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 Code).
6.13Deemed IRAs: Effective for Plan Years beginning after December 31, 2002, the Employer may elect
to allow Employees to make voluntary employee contributions to a separate account or annuity established
under the Plan chat complies with the requirements of Code section 408(q) and any regulations promul-
gated thereunder. Such accounts or annuities shall meet the applicable requirements of Code sections 408 or
408A and shall be treated as an individual retirement plan that is not part of the Plan.
6.14 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 Employer nor
the Administrator shall be liable for losses arising from depreciation or shrinkage in the value of any invest-
ments acquired under this Plan.
_ 02- 064
DI
0
Article VII. Benefits
7.01 Retirement Benefits and Election on Severance Event:
(a) General 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. Notwithstanding 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 than April 1 of the year following the year of the Participant's Retirement
or attainment of age 70-112, whichever is later. Prior to January 1, 2002, an election r,nade
pursuant to the preceding sentence shall not be valid unless such election is made not less than
30 days prior to the date that the distribution of a Participant's Account would otherwise com-
mence.
(b} Additional Delay in Distribution: Prior to January 1, 2002, the Participant may elect to defer
the commencement of distribution of benefits to a fixed determinable date later than the date
provided in Section 7.01(a), but not later than April 1 of the year following the year of the
Participant's retirement or attainment of age 70 112, whichever is later, provided, however, that
(a) such election is made after the 61st day following the Participant's Severance Event and before
commencement of distributions, (b) the Participant may make only one (1) such election, and
(c) such election is made not less than 30 days prior to the date the distribution of a Participant's
Account would otherwise commence. On or after January 1, 2002, 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. Notwithstanding the foregoing, the Administrator, in order
to ensure the orderly administration of this provision, may establish a deadline after which such
election to defer the commencement of distribution of benefits shall not be allowed.
(c) Loans: Notwithstanding the foregoing provisions of this Section 7.01, no election to defer the
commencement of benefit's 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 7.01, 7.04 and 7.05, a Participant may elect to have
value of the Participant's Account distributed in accordance with one of the following payment options,
provided that such option is consistent with the limitations set forth ih Section 7.03.
(a) Equal monthly, quarterly, semi-annual or annual payments in an amount chosen by the Partici-
pant, continuing until his or her Account is exhausted;
(b) One lump -sum payment;
(c) Approximately equal monthly, quarterly, semi-annual or annual payments, calculated to con-
tinue for a period certain chosen by the Participant.
(d) Annual Payments equal to the minimum distributions required under Section 401(a)(9) of the
Code, including the incidental death benefit requirements of Section 401(a)(9)(G), over the life
expectancy of the Participant or over the life expectancies of the Participant aV
is or l}gr6 4
Beneficiary. ��j1
(e) Payments equal to payments made by the issuer of a retirement annuity policy acquired by the
Employer. -
(f) A split distribution under which payments under options (a), (b), (c) or (e) commence or are
made at the same time, as elected by the Participant under Section 7.0 1, provided that all
payments commence (or are made) by the latest benefit commencement dare under Section
7.01.
(g) Any other payment option elected by the Participant and agreed to by the Employer and Ad-
ministrator.
A Participant's selection of a payment option made after December 31, 1995, 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 a cost -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.
If, prior to January 1, 2002, a Participant made a timely election of a payment date but failed to specify a
payment option or failed to make a timely election of both payment date and option, and as a result, was
defaulted to benefit commencement at age 65, or such other date as the Participant may have specified,
benefits shall be paid annually in the amount of $100 per year commencing at age 65 or the date specified
by the Participant until the Participant reaches age 70-112. When the Participant reaches age 70-112,
paymenrs shall be made in accordance with Code s,-,: z: on 401(a)(9) and the regulations thereunder.
7.03 Limitation on Options: No payment option may be selected by a Participant under subsections
7.02(a) or (c) unless the amount of any installment is not less than $100. 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)(9) and 457(d)(2) of the Code, including that payments commencing before the death of the Partici-
pant shall sarisfy the incidental death benefit requirements under Section 401(a)(9)(G).
7.04 Post -Retirement Death Benefits:' .
(a) Should the Participant die after he/she has begun to receive benefits under a payment option, the
remaining payments, if any, under 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 nor later than December 31 of the
year following the year of the Participant's death, provided that the Beneficiary may elect to
begin benefits earlier than that date.
(b) If the Beneficiary has nor attained age 80 at the time payments commence, he or she may elect to
receive payments in a single Iump-sum payment or in equal or approximately equal monthly,
quarterly, semi-annual or annual payments continuing over a period not to exceed ten years from
the first payment. The Beneficiary also may elect ro receive a partial lump -sum payment fol- .
lowed by monthly, quarterly, semi-annual or annual installments, provided that all payments are
made within a period of ten years from the initial payment. In the event that the Beneficiary is
age 80 or over, the remaining balance in the Parricipant's account will be paid to the Beneficiary
in a single lump sum.
02- 064
E1
•
(c) 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 lump sum.
7.05 Pre -Retirement Death Benefits.
(a) Should the Participant die before he or.she has begun to receive the benefits provided by Section
7.0 1, the value of the Participant's Account shall be payable to the Beneficiary commencing not
later than December 31 of the year following the year of the Participant's death, provided that
the Beneficiary may elect to begin benefits earlier than that dace.
(b) If the Beneficiary has not attained age 80 at the time payments commence, he or she may elect to
receive payments in a single lump -sum payment or in equal or approximately equal monthly,
quarterly, semi-annual or annual payments continuing over a period not to exceed ten years From
the first payment. The Beneficiary also may elect to receive a partial lump -sum payment
Followed by monthly, quarterly, semi-annual or annual installments, provided that all payments
are made within a period of ten years from the initial payment. In the event that the Beneficiary
is age 80 or over, the remaining balance in the Participants account will be paid to the
Beneficiary in a single lump sum.
(c) 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 escate in a lump sum.
7.06 Unforeseeable Emergencies'
(a) In the event an unforeseeable emergency occurs, a Participant may apply to the Employer to
receive that part of the value of his or her Account that is reasonably needed to satisfy the emer-
gency need. If such an application is approved by the Employer, the Participant shall be paid
gency need, but payment
only such amount as the Employer deems necessary to meet the emer
shall not be made to the extent that the Financial hardship may be relieved chrough cessation of
deferral under the Plan, insurance or other reimbursement, or liquidation of ocher assets to the
extent such liquidation would not itself cause severe financial hardship.
(b) An unforeseeable emergency shall be deemed to involve only circumstances of severe financial
hardship to the Participant resulting from a sudden unexpected illness, accident, or disability of
the Participant or of a dependent (as defined in Section 152(a) of the Code) of the Participant,
loss -oF the Participant's property due to casualty, or other similar and extraordinary unforeseeable
circumstances arising as a result of events beyond the control of the Participant. The need to
send a Participant's child to college or to purchase a su h an unforell not seeab a emergency exists shall
able emergencies. The determination as to ered unforesee-
whether
be based on the merits of each individual case.
7.07 De Minimis Accounts: Notwithstanding the foregoing provisions i f his Article, prior
er Section or t( January 1,
2002, if the value of a Participant's Account does not exceed the
of
the Code as described in Section 457(e)(9)(A) of the Code and (a) no amount has been deferred under the
12
OZ- 064
•
L
Plan with respect to the Participant during the 2 -year period ending on the date of the distribution and (b),
there has been no prior distribution under the Plan to the Participant pursuant -to this Section 7.0 7, the11
Participant may elect to receive or the Employer may involuntarily distribute the Participant's entire Account
without the consent of the Participant. Such distribution shall be made in a lump sum.
On or after January 1, 2002, 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 lump sum distribution, provided that (a) no amount has
been deferred under the Plan with respect to the•Parricipant during the 2 -year period ending on the date of
the distribution and (b) there has been no prior distribution under the Plan to the Participant pursuant to
this Section 7.07. If the value of the Participant's Account is at least $1,000 but not more than the dollar
limit under Code Section 411(a) (11) (A) and (a) 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 (b) there has been no
prior distribution under the Plan to the Participant pursuant to this Section 7.07, the Participant may elect
to receive his o. her entire Account. Such distribution shall be made in a lump sum.
Article VIII. Loans to Participants
8.01 Availability of Loans to Participants:
(a) The Employer may elect to make loans available to Participants in this Plan. If the Employer has
elected to make loans available to Participants, a Participant may apF.!}' for a loan from the Plan
subject to the limitations and other provisions of this Article.
(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 with 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:
Any loan by the Plan to a Participant under Section $.01 of the Plan shall satisfy the following requirements:
(a) Availability. Loans shall be made available to all Participants on a reasonably equivalent basis.
(b) Interest Rate. Loans must be adequately secured and bear a reasonable interest rate.
(c) Loan Limit, No Participant loan shall exceed the present value of the Participants Account.
(d) Foreclosure. 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) Reduction of Account. Notwithstanding any other provision of this Plan, the portion of the
Participant's Account balance used as a security interest held by the Plan by reason of a loan
outstanding to the Participant shall be taken into account for purposes of derermining the
amount of the Account balance payable at the time of death or distribution, but only if the
reduction is used as repayment of the loan.
02-- 064
13
Amount of Loan. 11the time rhe loan is made, the principal amount of the loan plus the our -
standing
P P
standing balance (principal plus accrued interest) due on any other outstanding loans to the
Participant from the Plan and from all other plans of the Employer that are qualified employer
plans under Section 72(p)(4) of the Code shall not exceed the lesser of:
(1) $50,000, reduced by the excess (if any) of
(a) 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, over
(b) 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 his or her Accounts under this
Plan.
(g) Application for Loan. 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 Plar to the Participant is in default to any extent.
(h) Length of Loan. Any loan issued shall require the Participant to repay the loan in substantially
equal installments of principal and interest, at least monthly, over a period that does not exceed
five (5) years from the date of the loan; provided, however, that if the proceeds of the loan are
applied by the Participant to acquire any dwelling unit that is to be used within a reasonable time
(determined at the time of the loan is made) after the loan is made as the principal residence of
the Participant, the five (5) year limit shall not apply. In this event, the period of repayment shall
not exceed a reasonable period determined by the Employer. Principal installments and interest
payments otherwise due may be suspended for up to one (1) year during an 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) Prepayment. The Participant shall be permitted to repay the loan in whole or in part at any time
prior to maturity, without penalty.
(j) Promissory Note. The loan shall be evidenced by a promissory note executed by the Participant
and delivered to the Employer, and shall bear interest at a reasonable rate determined by the
Employer.
(k) Security. The loan shall be secured by an assignment of the participant's right, title and interest
in and to his or her Account.
(1) Assignment or Pledge. For the purposes of paragraphs (f) and (g), assignment or pledge of any
portion of the Participant's interest 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.
14 02, 064
(m) Other Terms and Conditions. The Employer shall fix such other terms and conditions of the
loan as it deems necessary to comply with legal requirements, to maintain the qualification of
the Plan and Trust under Section 457 of the Code, or to prevent The 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, includ-
ing, 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 in excess of the loan
shall be transferred from the Participant's other investment fund(s), described in Section 6.05 of
the Plan, 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.
(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 by reason of any breach, that results from the Participant's exercise of such control.
(c) Repayment 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 (1) or
more other investment funds, in accordance with Section 6.05 of the Plan, as of the next Ac-
counting Date after payment thereof to the Trust. The amount so invested shall be deducted
from the Participant's Loan Account.
(d) The Employer shall have the authority to establish other reasonable rules, not inconsistent with
the provisions of the Plan, governing the establishment and maintenance of Participant Loan
Accounts.
Article IX. Non -Assignability
9.01 In General: Except as provided in Article VIII and Section 9.02, no Participant or Beneficiary shall
have any right to commute, sell, assign, pledge, transfer or otherwise convey or encumber the right to receive
any payments hereunder, which payments and rights are expressly declared to be non -assignable and non-
transferable.
9.02 Domestic, Relations Orders:
(a) Allowance of Transfers: To the extent required under a final judgment, decree, or order (includ-
ing approval of a property settlement agreement) that (i) relates to the provision of child support,
alimony payments, or marital property rights and (ii) is made pursuant to a state domestic
relations law, any portion of a Participant's Account may be paid or set aside for payment to a
spouse, former spouse, child, or ocher dependent of the Participant. Where necessary to carry
out the terms of such an order, a separate Account shall be established with respect to the spouse,
former spouse, or child who shall be entitled to make investment selections with respect thereto
02- 064
in the same manner as the Participant; any amount so set aside for a spouse, former spouse, or
child shall be paid out in a lump sum at the earliest date that benefits may be paid to the Partici-
pant, unless the order directs a different time or form of payment. Nothing in this Section shall
be construed to authorize any amount to be distributed under the Plan ac a time or in a form
that is nor permitted under Section 457(6) of the Code. Any payment made to a person pursu-
ant to this Section shall be reduced by any required income tax withholding.
(b) Release from Liability to Participant:. The Employer's liability to pay benefits to a Participant
shall be reduced to the extent that amounts have been paid or set aside for payment to a spouse,
former spouse, or child pursuant to paragraph (a) of the Section. No such transfer shall be
effectuated unless the Employer or Administrator has been provided with satisfactory evidence
that the Employer and the Administrator are released from any further claim by the Participant
with respect to such amounts. The Participant shall be deemed to have released the Employer
and the Administrator from any claim with respect to such amounts, in any case in which (i) the
Employer or Administrator has been served with legal process or orhenvise joined in a proceed-
ing relating to such transfer, (ii) the Participant has been notified of the pendency of such pro-
ceeding in the manner prescribed by the law of the jurisdiction in which the proceeding is pend-
ing for service of process in such action or by mail from the Employer or Administrator to the
Participant's last known mailing address, and (iii) the Participant fails to obtain an order of the
court in the proceeding relieving the Employer or Administrator from the obligation to comply
with the judgment, decree, or order.
(c) Participation in Legal Proceedings: The Employer and Administrator shall not be obligated to
defend against or set aside any judgement, decree, or order described in paragraph (a) or any
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 chat the Participant's action (or inaction)
nonetheless causes the Employer or Administrator to incur such expense, the amount of the
expense may be charged against the Participant's Account and thereby reduce the Employer's
obligation to pay benefits to the Participant. In the course of any proceeding relating to divorce,
separation, or child support, the Employer and Administrator shall be authorized to disclose
information relating to the Participant's Account to the Participant's spouse, former spouse,
dependent, or child (including the legal representatives of the spouse, former spouse, or child), or
to a court.
Article X. Relationship to other Plans and Employment Agreements
This Plan serves in addition to any ocher retirement, pension, or benefit plan or system presently in existence
or hereinafter established for the benefit of the Employer's employees, and participation hereunder shall nor
affect benefits receivable under any such plan or system. Nothing contained in this Plan shall be deemed to
constiture an employment contract or agreement between any Participant and the Employer or to give any
Participant the right to be retained in the employ of the Employer. Nor shall anything herein be construed
to modify the terms of any employment contract or agreement between a Participant and the Employer.
16 02- 064
Article M. Amendment or Termination of Plan
The Employer may at any time amend this Plan provided that it transmits such amendment in writing to
the Administrator at least 30 days prior to the effective date of the amendment. The consent of the Admin-
istrator shall not be required in order for 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.
The Employer may at any time terminate this Plan.
The Administrator may at any time propose an amendment to the Plan by an instrument in writing trans-
mitted to the Employer at least 30 days before the effective date of the amendment. Such amendment shall
become effective unless, within such 30 -day period, the Employer notifies the Administrator in writing that
it disapproves such amendment, in which case such amendment shall not become effective. In the event of
such disapproval, the Administrator shall be under no obligation to continue acting as Administrator here-
under.
Except as may be required to maintain the status of the Plan as an eligible deferred compensation plan under
Section 457(6) of the Code or to comply with other applicable laws, no amendment or termination of the
Plan shall divest any Participant of any rights with respect to compensation deferred before the date of the
amendment or termination.
Article XII. 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 therequirements of an "eligible deferred compensation plan" under
Section 457(b) of the Code, as amended. The provisions of this Plan and Trust 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 Code Section 414(u).
Article XIII. Gender and Number
The masculine pronoun, whenever used herein, shall include the feminine pronoun, and the singular shall
include the plural, except where the context requires otherwise.
02-- 064
,-7
fCMAO ETIREM ENT CORFOR ATION
DECLARATION
OFTRUST
3
ICMA RETIREMENT CORPORATION �+
The public service vantagepointO since 1972 02- 0 6 4
• 0
DECLARATION OF TRUST
r
This Declaration of Trust (the "Group Trust Agreement") is made as of the 19th day of May, 2001, by
VantapTrust Company, which declares itself to be the sole Trustee of the trust hereby created.
WHEREAS, the ICMA Retirement Trust was created as a vehicle for the commingling of the assets of
governmental plans and governmental units described in Section 818(a)(6) of the Internal Revenue Code of
1986, as amended, pursuant to a Declaration of Trust dated October 4, 1982, as subsequently amended, a
copy of which is attached hereto and incorporated by reference as set out below (the "ICMA Declaration");
and
WHEREAS, the trust created hereunder (the "Group Trust") is intended to meet the requirements of Rev-
enue Ruling 81-100, 1981-1 C.B. 326, and is established as a common trust fund within the meaning of
Section 391:1 of Title 35 of the New Hampshire Revised Statutes Annotated, to accept and hold for invest-
ment purposes the assets of the Deferred Compensation and Qualified Plans held by and through the ICMA
Retirement Trust.
NOW, THEREFORE, the Group Trust is created by the execution of this Declaration 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 Retirement Trust, by the Trustees thereof, in accord with the
following provisions:
J. Incorporation of ICMA Declaration by Reference; ICMA By -Laws. Except as otherwise
provided in this Group Trust Agreement, and to the extent not inconsistent herewith, all provi-
sions 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 Trust and the Trustee for the Board of
Trustees referenced therein. In this respect, unless the context clearly indicates otherwise, all
capitalized terms used herein and defined in the ICMA Declaration have the meanings assigned
to them in the ICMA Declaration. In addition, the By -Laws of the ICMA Retirement Trust, as
the same may be amended from time -to -tune, are adopted as the By -Laws of the Group Trust to
the extent not inconsistent with the terms of this Group Trust Agreement.
Notwithstanding the foregoing, the terms of the ICMA Declaration and By -Laws are further
modified with respect to the Group Trust created hereunder, as follows:
(a) 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 chat such
obligation is undertaken by the ICMA Retirement Trust (in which case the obligation
of the Group Trust shall run to the ICMA Retirement Trust), and
(b) all provisions dealing with the number, qualification, election, term and nomination
of Trustees shall not apply, and all other provisions relating to trustees (including, bur
not limited to, resignation and removal) shall be interpreted in a manner consistent
with the appointment of a. single corporate trustee.
02- 064
21)
2. Compliance with Revenue Procedure 81-100. The requirements of Revenue Procedure 81-
100 are applicable to the Group Trust as follows:
(a) Pursuant to the terms of this Group Trust 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 ICMA Retirement Trust.
(b) Pursuant to the By -Laws, the Group Trust is adopted as a part of each Qualified Plan
that invests herein through the ICMA Retirement Trust.
(c) In accord with the By -Laws, that parr of the Group Trust's corpus or income which
equitably 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,
(d) In accord with the By -Laws, no Deferred Compensation Plan or Qualified Flan may
assign any or part of its equity or interest in the Group Trust, and any purported
assignment of such equity or interest shall be void.
3. Governing Law. Except as otherwise required by federal, state or local law, this Declaration of
Trust (including the ICMA Declaration to the extent incorporated herein) and the Group Trust
created hereunder shall be construed and determined in accordance with applicable laws of the
State of New Hampshire.
4. Judicial Proceedings, The Trustee may at any time initiate an action or proceeding in the appro-
priate state or federal courts within or outside the stare of New Hampshire for the settlement of
its accounrs or for the determination of any question of construction which may arise or for
instructions.
IN WITNESS WHEREOF, the Trustee has executed this Declaration of Trust as of the day and year first
above written.
VANi'AGETRUST COMPANY
By:
fok4.�., - -
;;rjjL�4
Name: Paul F. Gallagher
Title: . Assistant Secretary
21
02" 064
0 .CITY OF MIAMI, FLORIDA A=7
INTER-OFFICE MEMORANDUM
TO = Honorable Mayor and Members
of the City Commission
FROM: (1' eneZ
City Manag
RECOMMENDATION
DATE : JAN 14 2002 FILE:
SUBJECT: Amendment to ICMA Retire-
ment Corporation Deferred
Compensation Plan
REFERENCES:
ENCLOSURES:
It is recommended that the City Commission adopt the attached Resolution amending the
City of Miami's 457 Deferred Compensation Plan in the form of the ICMA Retirement
Corporation's Deferred Compensation Plan and Trust for City employees thereby
bringing the Deferred Compensation Plan into compliance with the Economic Growth
and Tax Relief Reconciliation Act of 2001.
BACKGROUND
In 2001 Congress passed changes to the laws governing section 457 deferred
compensation plans as part of the Economic Growth and Tax Relief Reconciliation Act
of 2001 (EGTRRA). The EGTRRA require changes to the structure of and allow
enhancements of the benefits of the deferred compensation plan. The EGTRRA included
sweeping changes to 457 deferred compensation plans, impacting contributions,
withdrawals and portability between retirement plans.
The adoption of this Resolution will enable the City, through the ICMA Retirement
Corporation's Deferred Compensation Plan and Trust offered to its employees, to provide
reasonable retirement security for its employees by providing increased flexibility in its
personnel management system, and by assisting in the attraction and retention of
competent personnel. The City will incur no cost by the adoption of the attached
Resolution amending the deferred compensation plan.
(o'11
CAG/RSW/rsw
02- 64
CAMy DocumentsllCMA1457CoverLtr-AmendingResolution-EGTRRA.doc
Def - d
Compensation
Plan
PLN 8L TRUST
DOCUMENT
ICMA RETIREMENT CORPORATION
The public service VantagepointO since_1972O c� 6 4
DEFERRED COMPENSATION PLAN & TRUST
As Amended and Restated Effective January 1, 2601
Article I. Purpose
The Employer hereby establishes the Employer's Deferred Compensation Plan and Trust, hereafter referred
to as the "Plan." The Plan consists of the provisions set forth in this document.
The primary purpose of this Plan is to provide retirement income and other deferred benefits to the Employ-
ees of the Employer and the Employees' Beneficiaries in accordance with the provisions of Section 457 of the
Internal Revenue Code of 1986, as amended (the "Code"). 40
This Plan shall be an agreement solely between the Employer and participaring Employees. The Plan 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 Employer or be used
for or diverted to purposes other than the exclusive benefit of Participants and their Beneficiaries.
Article II. Definitions
2.01 Account: The bookkeeping account maintained for each Participant reflecting the cumulative amount
of the Participant's Deferred Compensation, including any income, gains, losses, or increases or decreases in
market value attributable to the Employer's investment of the. Participant's Deferred Compensation, and
further reflecting any distributions to the Participant or the Participant's Beneficiary 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 pro-
vided in Section 6.06 for valuing the Trust's assets.
2.03 Administrator: The person or persons named to carry out certain nondiscretionary administrative
functions under the Plan, as hereinafter described. The Employer may remove any person as Administrator
upon 60 days' advance notice in writing. to such person, in which case the Employer shall name another
person or persons to act as Administrator. The Administrator may resign upon 60 days' advance notice in
writing to the Employer, in which case the Employer shall name another person or persons to act as Admin-
istrator.
2.04 Automatic Distribution Date: Prior to January 1, 2002, "Automatic Distribution Date" means the
60th day of the calendar year after the Plan Year of the Participant's Retirement or any other date permitted
under the reguiations promulgated under Code section 457. On and after January 1, 2002, "Automatic
Distribution Date" means April I of the calendar year after the Plan Year the Participant attains age 70-112
or, if later, has a. Severance Event.
2.05 Beneficiary: The person or persons designated by the Participant in his or her Joinder Agreement who
shall receive any benefits payable hereunder in the event of the Participant's death. In the event that the
Participant names two or more Beneficiaries, each Beneficiary shall be entitled to equal shares of the benefits
payable at the Participants death, unless otherwise provided in the Participant's Joinder Agreement. If no
beneficiary is designated in the Joinder Agreements if the Designated Beneficiary predeceases the Participant,
or if the designated Beneficiary does not survive the Participant for a period of fifteen 0 5) days, then the
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estate of the Participant shall be the Beneficiary. If a married Participant resides in a communiry or marital
property state, the Participant shall be responsible for obtaining appropriate consent of his or her spouse in
the event the Participant designates someone other than his or her spouse as Beneficiary.
2.06 Deferred Compensation: The amount of Normal Compensation otherwise payable to the Participant
which the Participant and the Employer mutually agree to defer hereunder, any amount credited to a Partici-
pant's Account by reason of a transfer under Section 6.09, a rollover under Section 6. 10, or any other
amount which the Employer agrees to credit to a.Participant's Account.
2.07 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.
2.08 Employee: Any individual who provides services for the Employer, whether as an employee of the
Employer or as an independent contractor, and who has been designated by the Employer as eligible to
participate in the Plan.
2.09 Employer: , which is a political subdivision, agency or
instrumentality of the [State/Commonwealth] of , within the
meaning of Section 414(d) of the Code and Section 3(32) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA").
2.10 457 Catch -Up Dollar Limitation: Prior to January 1, 2002, "457 Catch -Up Dollar Limitation"
means $15,000. On and after January 1, 2002, "457 Catch -Up Dollar Limitation" means twice the Dollar
Limitation.
2.11 Includible Compensation: The amount of an Employee's compensation from the Employer for a
taxable year that is attributable to services performed for the Employer and that is includible in the Employ-
ee's gross income for the taxable year for federal income tax purposes as defined in Section 457(e)(5) of the
Code; such term does not include any amount excludable from gross income under this Plan or any other
plan described in Section 457(b) of the Code or any other amount excludable from gross income for federal
income tax purposes. Includible Compensation shall be determined without regard to any community
property laws.
2.12 joinder Agreement: An agreement entered into between an Employee and the Employer, including
any amendments or modifications thereof. Such agreement shall fix 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.
2.13 Normal Compensation: The amount of Compensation which would be payable to a Participant by
the Employer for a taxable year if no Joinder Agreement were in effect to defer compensation under this
Plan.
2.14 Normal Limitation: The maximum amount of Deferred Compensation for any Participant for any
taxable year (other than amounts referred to in Sections 6.09 and 6.10).
2.15 Normal Retirement Age: Age 70-112, unless the Participant has elected an alternate Normal Retire-
ment Age by written instrument delivered to the Administrator prior to a Severance Event. A Participant's
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Normal Retirement Age determines the period during which a Participant may utilize the 457 Catch -Up
Dollar Limitation of Section 5.02(b) hereunder. Once a Participant has to any extent utilized the catch-up
limitation of Section 5.02(b), his Normal Retirement Age may not be changed.
A Participant's alternate Normal Retirement Age may not be earlier than the earliest dare that the Participant
will become eligible to retire and receive unreduced retirement benefits under the Employer's basic retire-
ment plan covering the Participant and may not be later than the date the Participant will attain age 70-112.
If a Participant continues employment after attaining age 70-112, not having previously elected alternate
Normal Retirement Age, the Participant's alternate Normal Retirement Age shall not be later than the
mandatory retirement age, if any, established by the Employer, or the age at which the Participant actually
has a Severance Event if the Employer has no mandatory retirement age. If the Participant will not become
eligible to receive benefits under a basic retirement plan maintained by the Employer, the Participant's
alternate Normal Retirement Age may not be earlier than age 55 and may not be later than age 70-112.
2.16 Participant: Any Employee who has joined the Plan pursuant to the requirements of Article IV.
2.17 Percentage Limitation: Prior to Januar;, 1, 2002, the Percentage Limitation means 33 113 percent of
the participant's Includible Compensation for the taxable year, which will ordinarily be equivalent to the
lesser of the Dollar Limitation in effe�f, for.the taxaLte year or 25 percent of the Participant's Normal Com-
pensation. After December 31, 2001, the Percentage Limitation means 100 percent of the participant's
Includible Compensation for the taxable ,year, which will ordinarily be equivalent to the lesser of the Dollar
Limitation in effect for the taxable year or 50 percent of the Participant's Normal Compensation.
2.18 Plan Year: The calendar year.
2.19 Retirement: The first date upon which both of the following shall have occurred with respect to a
participant: Severance Event and attainment of age 65•
2.20 Severance Event: Prior to January 1, 2002, severance of the Participant's employment with the Em-
ployer that constitutes a "separation from, service" within the meaning of Section 402(e)(4)(D)(iii) of the
Code. After December 31, 2001, a Severance Event means a severance of the Participant's employment with
the Employer within the meaning of Section 457(d)(1)(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 consid-
ered to have actually terminated. In the case of a Participant who is an independent contractor of the Em-
ployer, a Severance Event shall be deemed to have occurred when the Participant's contract under which
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 may be
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.
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Article III. Administration
3.01 Duties'of the Employer: The Employer shall have the authority to mike 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 by applicable law.
3.02 Dudes of Administrator: The Administrator, as agent for the Employer, shall perform
nondiscretionary administrative functions in connection with the Plan, including the maintenance of Par-
ticipants' Accounts, the provision of periodic reports of the status of each Account, and the disbursement of
benefits on behalf of the Employer in accordance with the provisions of this Plan.
Article N Participation in the Plan
4.01 Initial Participation: An Employee may become a Participant by entering into a Joinder 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 permitted under the Code.
4.02 Amendment of Joinder Agreement: A Participant may amend an executed Joinder Agreement to
change the amount of Normal Compensation not yet earned which is to be deferred (including the reduc-
tion 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 ocher date as may be per-
mitted under the Code. A Participant may at any time amend his or her Joinder Agreement to change the
designated Beneficiary, and such amendment shall become effective immediately,
Article V Limitations on Deferrals
5.01 Normal Limitation: Except as provided in Section 5.02, the maximum amount of Deferred Com-
pensation for any Participant for any taxable year, shall not exceed the lesser of the Dollar Limitation or the
Percentage Limitation.
5.02 Catch -Up Limitations:
(a) Catch-up Contributions for Participants Age 50 and Over: A Participant who has attained the
age of 50 before the close of the Plan Year, and with respect to whom no other elective deferrals
may be made to the Plan for the Plan Year by reason of the Normal Limitation of Section 5.01,
may enter into a Joinder Agreement to make elective deferrals in addition to those permitted by
the Normal Limitation in an amount not to exceed the lesser of (1) the applicable dollar amount
as defined in Section 414(v)(2)(B) of the Code, as adjusted for the cost -of -living in accordance
with Section 414(v)(2)(C) of the Code, or (2) the excess (if any) of (i) the Participant's compen-
sation (as defined in Section 415(c)(3) of the Code) for the year, over (ii) any other elective
deferrals of the Participant for such year which are made without regard to this Section 5.02(a).
An additional contribution made pursuant to this Section 5.02(a) shall not, with respect to the
year in which the contribution is made, be subject to any otherwise applicable limitation con-
tained in Section 5.01 above, or be taken into account, in applying such limitation to other
contributions or benefits under the Plan or any other plan. This Section 5.02(a) shall not apply
in any year to which Section 5.02(b) applies. The provisions of this Section 5.02(a) of the Plan
shall only apply on and after January 1, 2002.
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(b) Last Three Years Catch-up Contribution: For each of the last three (3) taxable years for a Partici-
pant ending before his or her attainment of Normal Retirement Age, .the maximum amount of
Deferred Compensation shall be the lesser of (1) the 457 Catch -Up Dollar Limitation, or (2)
the sum of (i) the Normal Limitation 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 Partici-
pant's Deferred Compensation for such prior taxable years. 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 (or in any other eligible deferred compensation plan established under
Section 457(b) of the Code which is properly taken into account pursuant to regulations under
Section 457), and (y) compensation (if any) deferred under the Plan (or such other plan) was
subject to the Normal Limitation.
5.03 Other Plans: Notwithstanding any 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 plan under Section
457(b) of the Code shall not exceed the limits set forth in Sections 457(6) and 414(v) of the Code. Prior to
January 1, 2002, the limits under Section 457(b) of the Code described in the first sentence of this Section
5.03 shall be further reduced by any amounr excluded from gross income under Sections 401(k), 402(e)(3),
402(h)(1)(B), and 403(b) of the Code, or any amount with respect to which a deduction is allowable by
reason of a contribution to an organization'described in Section 501(c)(18) of the Code.
Article VI. Trust and Investment of Accounts
6.01 Investment of Deferred Compensation: A Trust is hereby created to hold all the assets of the Plan
for the exclusive benefit of Participants and Beneficiaries, except that expenses and taxes may be paid. from
the Trust as provided in Section 6.03. The trustee shall be the Employer or such other person that agrees to
act in that capacity hereunder.
6.02 Investment Powers: The trustee or the Administrator, acting as agent for the trustee, shall have the
powers listed in this Section with respect to investment of Trust assets, except to the extent that the invest-
ment of Trust assets is directed by Participants, pursuant to Section 6.05.
(a) To invest and reinvest the Trust without distinction between 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 insurance, individual or group annuity, deposit administration, guaranteed interest
contracts, and deposits at reasonable rates of interest at binking institutions including but not
limited to savings accounts and certificates of deposit. Assets of the Trust may be invested 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 any part of the assets of the Trust in any common, collective or
commingled trust fund that is maintained by a bank or other institution and that is available to
Employee plans described under Sections 457 or 401 of the Code, or any successor provisions
thereto, and during the period of rime that an investment through any such medium shall exist,
to the extent of participation of the Plans the declaration of trust of such commonly collective, or
commingled trust fund shall constitute a part of this Plan.
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5
(c) To invest and reinvest all or any part of the assets of the Trust in any group annuity, deposit
administration or guaranteed interest contract issued by an insurance company or other financial
institution on a commingled or collective basis with the assets of any other 457 plan or trust
qualified under Section 401(a) of the Code or any 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 may 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 contract shall constitute a part of the Plan.
(d) To hold cash awaiting investment and to keep such portion of the Trust in cash or cash balances,
without liability for interest, in such amounts as may from time to time be deemed to be reason-
able and necessary to meet obligations under the Plan or otherwise to be in the best interests of
the Plan,
(e) To hold, to authorize the holding of, and to register any investment to the Trust in the name of
the Plan, the Employer, or any nominee or agent of any of the foregoing, including the Adminis-
trator, or in bearer form, to deposit or arrange for the deposit of securities in a qualified central
depository even though, when so deposited, such securities may be 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 any property for the Trust, all with or without 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 all times show that all such investments are part of
the Trust.
(f) Upon such terms as may 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 owing to the
Plan, to renew, extend the time for pavmenr of, agree to a reduction in the rate of interest on, or
agree to any other modification or change in the terms of any obligation owing to the Plan, to
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 for property in foreclosure, and
take a deed in lieu of foreclosure with or without paying consideration therefor, to commence or
defend suits or other legal proceedings whenever any interest of the Plan requires it, and to
represent the Plan 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 name 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 necessary to carry out any of the powers set
forth herein.
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6.03 Taxes and Expenses: All taxes of any and all kinds whatsoever that may be levied or assessed under
existing or future laws upon the Plan, or in respect to the Trust, or the income thereof, and all commissions
or acquisitions or dispositions of securities and similar expenses of investment and -reinvestment of the Trust,
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 by the Administrator in performance of its duties hereunder (including but not limited to fees for
legal, accounting, investment and custodial services) shall also be paid from the Trust.
6.04 Payment of Benefits: The payment of benefits from the Trust in accordance with the terms of the
Plan may be made by the Administrator, or by any custodian or other person so authorized by the Employer
to make such disbursement. The Administrator, custodian or other person shall not be liable with respect to
any distribution of Trust 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 Accounts to be invested in one (1) or
more investment funds available under the Plan; provided, however, that the Participant's investment direc-
tions shall not violate any investment restrictions established by the Employer. Neither the Employer, the
Administrator, nor any other person shall be liable for any losses incurred by virtue of following such direc-
tions or with any reasonable administrative delay in implementing such directions.
6.06 Valuation of Accounts: As of each Accounting Date, the Plan assets held in each investment fund
offered shall be valued at fair market value and the investment income and gains or losses for each fund shall
be determined. Such investment income and gains or losses shall be allocated proportionately among all
Account balances on a fund -by -fund basis. The allocation shall be in 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, all 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
8.03 of the Plan. Such Accounts shall not share in any investment income and gains or losses of the invest-
ment funds described in Sections 6.05 and 6.06.
6.08 Crediting of Accounts: The Participant's Account shall reflect the amount and value of the invest-
ments or other property obtained by the Employer through the investment of the Participant's Deferred
Compensation pursuant to Sections 6.05 and 6.06, It is anticipated that the Employer's investments with
respect to a Participant will conform to the investment preference specified in the Participant's joinder
Agreement, but nothing herein shall be construed to require the Employer to make any particular invest-
ment of a Participant's Deferred Compensation. Each Participant shall receive periodic reports, not less
frequently than annually, showing the then current value of his or her Account.
6.09 Transfers:
(a) Incoming Transfers: A transfer may be accepted from an eligible deferred compensation plan
maintained by another employer and credited to a Participant's Account under the Plan if (i) the
Participant has had a Severance Event with that employer and become an Employee of the
Employer, and (ii) the other employer's plan provides that such transfer will be made. The
Employer may require such documentation 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 pian within the meaning of Section 457(b) of the
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Code, and to assure that transfers are provided for under such plan. The Employer may refuse to
accept a transfer in the form of assets other than cash, unless the Employer and the Administra-
tor agree to hold such other assets under the Plan.
Any such transferred amount shall not be treated as a deferral subject to the limitations of Article
V, except that, for purposes of applying the limitations of Sections 5.01 and 5.02, an amount
deferred during any taxable year under the plan from which the transfer is accepted shall be
treated as if it has been deferred under this Plan during such taxable year and compensation paid
by the transferor employer shall be treated as if it had been paid by the Employer.
(b) Outgoing Transfers: An amount maybe transferred to an eligible deferred compensation plan
maintained by another employer, and charged to a Participant's Account under this Plan, if (i)
the Participant has a Severance Event with the Employer and becomes an employee of the other
employer, (ii) the other employer's plan provides that such transfer will be accepted, and (iii) the
Participant and the employers have signed such agreements as are necessary to assure that the
Employer's liability to pay benefits to the Participant has been discharged and assumed by the
,other employer. The Employer may require such documentation from the other plan as it deems
necessary to effectuate the transfer, to confirm 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 permit-
ted under Section 457 of the Code and the regulations thereunder.
6.10 Eligible Rollover Distributions:
(a) Effective Date: This Section 6.10 is effective January 1, 2002.
(b) Incoming Rollovers: An eligible rollover distribution may be accepted from an eligible retire-
menr plan maintained by another employer and credited to a Participant's Account under the
Plan. The Employer may require such documentation from the distributing plan as it deems
necessary to effectuate the rollover in accordance with Section 402 of the Code.and to confirm
that such plan is an eligible, retirement plan within the meaning of Section 402(c)($)(B) of the
Code. The Plan shall separately account for eligible rollover distributions from any eligible
retirement plan that is not an eligible deferred compensation plan described in Section 457(b) of
the Code maintained by an eligible governmental employer described in Section 457(e)(1)(A) of
Code.
(c) Outgoing Rollovers: Notwithstanding any 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 by the Administrator, to have any portion of an eligible rollover distri-
bution paid directly to an eligible retirement plan specified by the distriburee in a direct rollover.
(d) Definitions:
(1) Eligible Rollover Distribution: An eligible rollover distribution is any distribution of
all or any portion of the balance to the credit of the distributee, except that an eligible
rollover distribution does not include: any distribution that is one of a series of sub-
stantially equal 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
02-- 64
distributee and the distributee's designated beneficiary, or for a specified period of ten
years or more; any distribution to the extent such distribution is required under Sec-
tions 401(a) (9) and 457(d) (2) of the Code; and any distriburion 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 distribu-
tion 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).
(2) Eligible Retirement Plan: An eligible retirement plan is an individual retirement
account described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(6) of the Code, an annuity plan described in Sections 403(a)
or 403(6) 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
maintaincd by an eligible governmental employer described in Section 457(e)(1)(A) of
the Code, that accepts the distributee's eligible rollover distribution.
(3) Distributee: A distributee includes an employee or former employee. In addition, the
employee's or former employee's surviving spouse and the employee's or former erri-
ployee'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, are distributees with regard
to the interest of the spouse or former spouse.
(4) Direct Rollover: A direct rollover is a payment by the plan to the eligible retirement
plan specified by the distributee.
6.11 Trustee -to -Trustee Transfers to Purchase Permissive Service Credit: All or a portion of a Partici-
pant's Account may be transferred directly to the trustee 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)07) of the Code.
6.12 Treatment of Distributions of Amounts Previously Rolled Over From 401(a) and 403 (b) Plans
and IRAs. For purposes of Section 72(t) of the Code, a distribution from this Plan shall be created as a
distribution from a qualified retirement plan described in Section 4974(c)(1) 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 Code).
6.13 Deemed IRAs: Effective for Plan Years beginning after December 31, 2002, the Employer may elect
to allow Employees to make voluntary employee contributions to a separate account or annuity established
under the Plan that complies with the requirements of Code section 408(q) and any regulations promul-
gated thereunder. Such accounts or annuities shall meet the applicable requirements of Code sections 408 or
408A and shall be treated as an individual retirement plan that is not part of the Plan.
6.14 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 Employer nor
the Administrator shall be liable for losses arising from depreciation or shrinkage in the value of any invest-
ments acquired under this Plan.
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Article VII. Benefits
7.01 Retirement Benefits and Election on Severance Event:
(a) General 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. Notwithstanding the foregoing, but subject to the following paragraphs of this
Section 7.0 1, 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 than April I of the year following the year of the Participant's Retirement
or attainment of age 70-112, whichever is later. Prior to January 1, 2002, an election made
pursuant to the preceding sentence shall not be valid unless such election is made not less than
30 days prior to the date that the distribution of a Participant's Account would otherwise com-
mence.
(b} Additional Delay in Distribution: Prior to January 1, 2002, the Participant may elect to defer
the commencement of distribution of benefits to a fixed determinable date later than rhe date
provided in Section 7.01(a), but not later than April 1 of the year following the year of the
Participant's retirement or attainment of age 70 112, whichever is later, provided, however, that
(a) such election is made after the 61st day following the Participant's Severance Event and before
commencement of distributions, (b) the Participant may make only one (1) such election, and
(c) such election is made not less than 30 days prior to the dare the distribution of a Participant's
Account would otherwise commence. On or after January 1, 2002, 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. Notwithstanding the foregoing, the Administrator, in order
to ensure the orderly administration of this provision, may establish a deadline after which such
election to defer the commencement of distribution of benefits shall not be allowed.
(c) Loans: Notwithstanding the foregoing provisions of this Section 7.01, no election to defer the
commencement of benefit's 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 7.01, 7.04 and 7.05, a Participant may elect to have
value of the Participant's Account distributed in accordance with one of the following payment options,
provided that such option is consistent with the limitations set forth in Section 7.03.
(a) Equal monthly, quarterly, semi-annual or annual payments in an amount chosen by the Partici-
pant, continuing until his or her Account is exhausted;
(b) One lump -sum payment;
(c) Approximately equal monthly, quarterly, semi-annual or annual payments, calculated to con-
tinue for a period certain chosen by the Participant.
(d) Annual Payments equal to the minimum distributions required under Section 401(a)(9) of the
Code, including the incidental death benefit requirements of Section 401(a)(9)(G), over the life
expectancy of the Participant or over the life expectancies of the Participant and his or her
Beneficiary.
10 02r- 64
(e) Payments equal to payments made by the issuer of a retirement annuity policy acquired by the
Employer.
(f) A split distribution under which payments under options (a), (b), (c) or (e) commence or are
made at the same time, as elected by the Participant under Section 7.0 1, provided that all
payments commence (or are made) by the latest benefit commencement date under Section
7.01.
(g) Any other payment option elected by the Participant and agreed to by the Employer and Ad-
ministrator.
A Participant's selection of a payment option made after December 31, 1995, 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 a cost -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.
If, prior to January 1, 2002, a Participant made a timely election of a payment dare but failed to specify a
payment option or failed to make a timely election of both payment date and option, and as a result, was
defaulted to benefit commencement at age 65, or such other date as the Participant may have specified,
benefits shall be paid annually in the amount of $100 per year commencing at age 65 or the date specified
by the Participant until the Participant reaches age 70-112. When the Participant reaches age 70-112,
payments shall be made in accordance with Code se,:tioc, '101(a)(9) and the regulations thereunder.
7.03 Limitation on Options: No payment option may be selected by a Participant under subsections
7.02(a) or (c) unless the amount of any installment is nor less than $100. 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) (9) and 457(d) (2) of the Code, including that payments commencing before the death of the Partici-
pant shall satisfy the incidental death benefit requirements under Section 401(a)(9)(G).
7.04 Post -Retirement Death Benefits: ' ,
(a) Should the Participant die after he/she has begun to receive benefits under a payment option, the
remaining payments, if any, under 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.
(b) If the Beneficiary has not attained age $0 at the time payments commence, he or she may elect to
receive payments in a single lump -sum payment or in equal or approximately equal monthly,
quarterly, semi-annual or annual payments continuing over a period not to exceed ten years from
the first payment. The Beneficiary also may elect to receive a partial lump -sum payment fol-
lowed by monthly, quarterly, semi-annual or annual installments, provided that all payments are
made within a period of ten years from the initial payment. In the event that the Beneficiary is
age $0 or over, the remaining balance in the Participant's account will be paid to the Beneficiary
in a single lump sum.
02- 64
(c) 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 lump sum.
7.05 Pre -Retirement Death Benefits:
(a) Should the Participant die before he or.she has begun 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 year of the Participant's death, provided that
the Beneficiary may elect to begin benefits earlier than that date.
(b) If the Beneficiary has not attained age 80 at the time payments commence, he or she may elect to
receive payments in a single lump -sum payment or in equal or approximately equal monthly,
quarterly, semi-annual or annual payments continuing over a period not to exceed ten years from
the first payment. The Beneficiary also may elect to receive a partial lump -sum payment
followed by monthly, quarterly, semi-annual or annual installments, provided that all payments
are made within a period of ten years from the initial payment. In the event that the Beneficiary
is age 80 or over, the rema!' r� ing balance in the Participant's account will be paid to the
Beneficiary in a single luny' sum.
(c) 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 lump sum.
7.06 Unforeseeable Emergencies:
(a) In the event an unforeseeable emergency occurs, a Participant may apply to the Employer to
receive that part of the value of his or her Account that is reasonably needed to satisfy the emer-
gency need. If such an application is approved by the Employer, the Participant shall be paid
only such amount as the Employer deems necessary to meet the emergency need, but payment
shall not be made to the extent that the financial hardship may be relieved through cessation of
deferral under the Plan, insurance or other reimbursement, or liquidation of other assets to the
extent such liquidation would nor itself cause severe financial hardship.
(b) An unforeseeable emergency shall be deemed to involve only circumstances of severe financial
hardship to the Participant resulting from a sudden unexpected illness, accident, or disability of
the Participant or of a dependent (as defined in Section 152(a) of the Code) of the Participant,
loss -of the Participant's property due to casualty, or other similar and extraordinary unforeseeable
circumstances arising as a result of events beyond the control of the Participant. The need to
send a Participant's child to college or to purchase a new home shall not be considered unforesee-
able emergencies. The determination as to whether such an unforeseeable emergency exists shall
be based on the merits of each individual case.
7.07 De Minimis Accounts: Notwithstanding the foregoing provisions of this Article, prior to January 1,
2002, if the value of a Participant's Account does not exceed the dollar limit under Section 411 (a)(1 1)(A) of
the Code as described in Section 457(p)(9)(A) of the Code and (a) no amount has been deferred under the
02- 64
0 •
Plan with respect to the Participant during the 2 -year period ending on the date of the distribution and (b)
there has been no prior distribution under the Plan to the Participant pursuant to this Section 7.07, the
Participant may elect to receive or the Employer may involuntarily distribute the Participant's entire Account
without the consent of the Participant. Such distribution shall be made in a lump sum.
On or after January 1, 2002, 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 lump sum distribution, provided that (a) 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 (b) there has been no prior distribution under the Plan to the Participant pursuant to
this Section 7.07. If the value of the Participant's Account is at least $1,000 but not more than the dollar
limit under Code Section 41 1(a)(1 1)(A) and (a) 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 (b) there has been no
prior distribution under the Plan to the Participant pursuant to this Section 7.07, the Participant may elect
to receive his or her entire Account. Such distribution shall be made in a lump sum.
Article VIII. Loans to Participants
8.01 Availability of Loans to Participants:
(a) The Employer may elect to make loans available to Participants in this Plan. If the Employer 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.
(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 with 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:
Any loan by the Plan to a Participant under Section 8.01 of the Plan shall satisfy the following requirements:
(a) Availability. Loans shall be made available to all Participants on a reasonably equivalent basis.
(b) Interest Rate. Loans must be adequately secured and bear a reasonable interest rate.
(c) Loan Limit. No Participant loan shall exceed the present value of the Participant's Account.
(d) Foreclosure. In the event of default on anv installment payment, the outstanding balance of the
loan shall be a deemed distribution. In such event, an actual distribution of a plan loan off -set
amount will not occur until a distributable event occurs in the flan.
(e) Reduction of Account. Notwithstanding any other provision of.this Plan, the portion of the
Participant's Account balance used as a security interest held by the Plan by reason of a loan
outstanding to the Participant shall be taken into account for purposes of determining the
amount of the Account balance payable at the rime of death or distribution, bur only if the
reduction is used as repayment of the loan. 02— 6 4
13
0 .
(f) Amount of Loan. At the time the loan is made, the principal amount of the loan plus the our -
standing balance (principal plus accrued interest) due on any other outstanding loans to the
Participant from the Plan and from all other plans of the Employer that are qualified employer
plans under Section 72(p)(4) of the Code shall not exceed the lesser of:
(1) $ 50,000, reduced by the excess (if any) of
(a) 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, over
(b) 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 his or her Accounts under this
Plan.
(g) Application for Loan. 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 any extent.
(h) Length of Loan. Any loan issued shall require rhe Participant to repay the loan in substantially
equal installments of principal and interest, at least monthly, over a period that does not exceed
five (5) years From the date of the loan; provided, however, that if the proceeds of the loan are
applied by the Participant to acquire any dwelling unit that is to be used within a reasonable time
(determined at the time of the loan is made) after the loan is made as the principal residence of
the Participant, the five (5) year limit shall not apply. In this event, the period of repayment shall
not exceed a reasonable period determined by the Employer. Principal installments and interest
payments otherwise due may be suspended for up to one (1) year during an authorized Ieave 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) Prepayment. The Participant shall be permitted to repay the loan in whole or in part at any time
prior to maturity, without penalty.
(j) Promissory Note. The loan shall be evidenced by a promissory note executed by the Participant
and delivered to the Employer, and shall bear interest at a reasonable rate determined by the
Employer.
(k) Security. The loan shall be secured by an assignment of the participant's right, tide and interest
in and to his or her Account.
(1) Assignment or Pledge. For the purposes of paragraphs (f) and (g), assignment or pledge of any
portion of the Participant's interest 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.
02- 64
•
•
(m) Other Terms and Conditions. The Employer shall fix such other terms and conditions of the
loan as it deems necessary to comply with legal requirements, to maintain the qualification of
the Plan and Trust under Section 457 of the Code, or to prevent the 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, includ-
ing, 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 in excess of the loan
shall be transferred from the Participant's other investment fund(s), described in Section 6.05 of
the Plan, 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.
(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 v-mployer, the Administrator, nor any other person shall be liable For
any loss, or by reason of any breach, that results from the Participant's exercise of such control.
(c) Repayment 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 (1) or
more other investment funds, in accordance with Section 6.05 of the Plan, as of the next Ac-
counting Date after payment thereof to the Trust. The amount so invested shall be deducted
from the Participant's Loan Account.
(d) The Employer shall have the authority to establish other reasonable rules, not inconsistent with
the provisions of the Plan, governing the establishment and maintenance of Participant Loan
Accounts.
Article M Non -Assignability
9.01 In General: Except as provided in Article VIII and Section 9.02, no Participant or Beneficiary shall
have any right to commute, sell, assign, pledge, transfer or otherwise convey or encumber the right to receive
any payments hereunder, which payments and rights are expressly declared to be non -assignable and non-
transferable.
9.02 Domestic. Relations Orders:
(a) Allowance of Transfers: To the extent required under a final judgment, decree, or order (includ-
ing approval of a property settlement agreement) that (i) relates to the provision of child support,
alimony payments, or marital property rights and (ii) is made pursuant to a state domestic
relations law, any portion of a Participant's Account may be paid or set aside for payment to a
spouse, former spouse, child, or other dependent of the Participant. Where necessary to carry
out the terms of such an order, a separate Account shall be established with respect co rhe spouse,
former spouse, or child who shall be entitled to make investment selectionsOw h respects thereto
0
in the same manner as the Participant; any amount so set aside for a spouse, former spouse, or
child shall be paid out in a lump sum at the earliest date that benefits may be paid to the Partici-
pant, unless the order directs a different time or form of payment: 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(b) of the Code. Any payment made to a person pursu-
ant to this Section shall be reduced by any required income tax withholding.
(b) Release from Liability to Participant:. The Employer's liability to pay benefits to a Participant
shall be reduced to the extent that amounts have been paid or set aside for payment to a spouse,
former spouse, or child pursuant to paragraph (a) of the Section. No such transfer shall be
effectuated unless the Employer or Administrator has been provided with satisfactory evidence
that the Employer and the Administrator are released from any further claim by the Participant .
with respect to such amounts. The Participant shall be deemed to have released the Employer
and the Administrator from any claim with respect to such amounts, in any case in which (i) the
Employer or Administrator has been served with legal process or orhenvise joined in a proceed-
ing relating to such transfer, (ii) the Participant has been notified of the pendency of such pro-
ceeding in the manner prescribed by the law of the jurisdiction in which the proceeding is pend-
ing for service of process in such action or by mail from the Employer or Administrator to the
Participant's last known mailing address, and iiiil the Participant fails to obtain an order of the
court in the proceeding relieving the Employer or Administrator from the obligation to comply
with the judgment, decree, or order.
(c) Participation in Legal Proceedings: The Employer and Administrator shall not be obligated to
defend against or set aside any. judgement, decree, or order described in paragraph (a) or any
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 Administrator to incur such expense, the amount of the
expense may be charged against the Participant's Account and thereby reduce the Employer's
obligation to pay benefits to the Participant. In the course of any proceeding relating to divorce,
separation, or child support, the Employer and Administrator shall be authorized to disclose
information relating to the Participant's Account to the Participant's spouse, former spouse,
dependent, or child (including the legal representatives of the spouse, former spouse, or child), or
to a court.
Article X. Relationship to other Plans and Employment Agreements
This Plan serves in addition to any other retirement, pension, or benefit plan or system presently in existence
or hereinafter established for the benefit of the Employer's employees, and participation hereunder shall not
affect benefits receivable under any such plan or system. Nothing contained in this Plan shall be deemed to
constitute an employment contract or agreement between any Participant and the Employer or to give any
Participant the right to be retained in the employ of the Employer. Nor shall anything herein be construed
to modify the terms of any employment contract or agreement between a Participant and the Employer.
16 02- 64
Article M. Amendment or Termination of Plan
The Employer may at any time amend this Plan provided that it transmits such amendment in writing to
the Administrator at least 30 days prior to the effective date of the amendment. The consent of the Admin-
istrator shall not be required in order for 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.
The Employer may at any time terminate this Plan.
The Administrator may at any time propose an amendment to the Plan by an instrument in writing trans-
mitted to the Employer at least 30 days before the effective date of the amendment. Such amendment shall
become effective unless, within such 30 -day period, the Employer notifies the Administrator in writing that
it disapproves such amendment, in which case such amendment shall not become effective. In the event of
such disapproval, the Administrator shall be under no obligation to continue acting as Administrator here-
under.
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 any Participant of any rights with respect to compensation deferred before the date of the
amendment or termination.
Article XII. 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 and Trust 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 Code Section 414(u).
Article XIII. Gender and Number
The masculine pronoun, whenever used herein, shall include the feminine pronoun, and the singular shall
include the plural, except where the context requires otherwise.
02- 64
17
ICMAOETIREMENT CORPORATION
DECLARATION
OFTRUST
ICMA RETIREMENT CORPORATION 02- 6 4
The public service Vantagepoint® since 1972
0 •
DECLARATION OF TRUST
This Declaration of Trust (the "Group Trust Agreement") is made as of the 19th day of May, 2001, by
VantageTrust Company, which declares itself to be the sole Trustee of the trust hereby created.
WHEREAS, the ICMA Retirement Trust was created as a vehicle for the commingling of the assets of
governmental plans and governmental units described in Section 818(a)(6) of the Internal Revenue Code of
1986, as amended, pursuant to a Declaration of Trust dated October 4, 1982, as subsequently amended, a
copy of which is attached hereto and incorporated by reference as set out below (the "ICMA Declaration");
and
WHEREAS, the trust created hereunder (the "Group Trust") is intended to meet the requirements of Rev-
enue Ruling 81-100, 198 1 -1 C.B. 326, and is established as a common trust fund within the meaning of
Section 391:1 of Title 35 of the New Hampshire Revised Statutes Annotated, to accept and hold for invest-
ment purposes the assets of the Deferred Compensation and Qualified Plans held by and through the ICMA
Retirement Trust.
NOW, THEREFORE, the Group Trust is created by the execution of this Declaration of Trust by the
Trustee and is established with respect to each Deferred Compensation and Qualified Plan by rhe transfer to
the Trustee of such Plan's assets in the ICMA Retirement Trust, by the Trustees thereof, in accord with the
following provisions:
Incorporation of ICMA Declaration by Reference; ICMA By -Laws. Except as otherwise
provided in this Group Trust Agreement, and to the extent not inconsistent herewith, all provi-
sions 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 Trust and the Trustee for the Board of
Trustees referenced therein. In this respect, unless the context clearly indicates otherwise, all
capitalized terms used herein and defined in the ICMA Declaration have the meanings assigned
to them in the ICMA Declaration. In addition, the By -Laws of the ICMA Retirement Trust, as
the same may be amended from rime -to -time, are adopted as the By -Laws of the Group Trust to
the extent not inconsistent with the terms of this Group Trust Agreement.
Notwithstanding the foregoing, the terms of the ICMA Declaration and By -Laws are further
modified with respect to the Group Trust created hereunder, as follows:
(a) 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 Trust shall run to the ICIVIA Retirement Trust); and
(b) all provisions dealing with the number, qualification, election, term and nomination
of Trustees shall not apply, and all other provisions relating to trustees (including, but
not limited to, resignation and removal) shall be interpreted in a manner consistent
with the appointment of a single corporate trustee.
02- 64
20
0
0
2. Compliance with Revenue Procedure 81-100. The requirements of Revenue Procedure 81-
100 are applicable to the Group Trust as follows:
(a) Pursuant to the terms of this Group Trust 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 ICMA Retirement Trust.
(b) Pursuant to the By -Laws, the Group Trust is adopted as a part of each Qualified PIan
that invests herein through the ICMA Retirement Trust.
(c) In accord with the By -Laws, that part of the Group Trust's corpus or income which
equitably 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.
(d) In accord with the By -Laws, no Deferred Compensation Plan or Qualified Plan may
assign any or part of its equity or interest in the Group Trust, and any purported
assignment of such equity or interest shall be void.
3. Governing Law. Except as otherwise required by federal, stare or local law, this Declaration of
Trust (including the ICMA Declaration to the extent incorporated herein) and the Group Trust
created hereunder shall be construed and determined in accordance with applicable laws of the
State of New Hampshire.
4. Judicial Proceedings. The Trustee may at any time initiate an action or proceeding in the appro-
priate state or federal courts within or outside the state of New Hampshire for the settlement of
its accounts or for the determination of any question of construction which may arise or for
instructions.
IN WITNESS WHEREOF, the Trustee has executed this Declaration of Trust as of the day and year first
above written.
VANTAGETRUST COMPANY
a
4t.4 XjJ174
Name: Paul F. Gallagher
Title: . Assistant Secretary
?, 02- 64