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401 Governmental Money Purchase Plan_ICMA AgreementMasterpiece on the Mississippi TO: FROM: SUBJECT: DATE: Michael C. Van Milligen, City Manager Randy Peck, Personnel Manager 401 Governmental Money Purchase Plan March 22, 2010 If you have any questions, please feel free to call. RP:sya cc: Ken TeKippe, Finance Director Employee will continue to participate in the Iowa Public Employee Retirement System. City agrees to pay for Employee's continued participation in the International City Management Association Retirement Corporation (ICMA -RC) an amount equal to twelve (12) percent of the annual salary in Par. 3, including longevity, on Employee's behalf on the first payroll of each calendar year for the succeeding year and to transfer ownership to succeeding employers upon Employee's resignation or termination. Dubuque teal All-Am mica chy 2007 Paragraph 5 of the Nineteenth Amendment to your Employment Agreement states as follows: Twelve percent of your Fiscal Year 2010 annual salary, including longevity, is $23,515.52. The Calendar Year 2010 limit for the 457 Deferred Compensation Plan is $22,000. In order to place the remaining $1,515.52 into a deferred compensation plan, I recommend establishing a 401 Governmental Money Purchase Plan through ICMA -RC. There are no fees associated with the administration of the plan. The City of Dubuque retained Gallagher Retirement Services to review the 401 Governmental Money Purchase Plan and Trust Basic Document and Appendix A, Amendment for Post Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA), Legislative and Regulatory Changes. The City of Dubuque has been given assurance that the written form of the ICMA -RC plan satisfies the Internal Revenue Code requirements through EGTRRA based on an opinion letter from the IRS. Based on the review by Gallagher Retirement Services, Appendix A would also appear to satisfy the requirements of the post EGTRRA legislation. City Attorney Barry Lindahl has reviewed the Administrative Services Agreement and finds the terms acceptable. In order to implement the 401 Governmental Money Purchase Plan, I recommend that the City Council approve the attached Resolution authorizing you to sign the ICMA Retirement Corporation Governmental Money Purchase Plan and Trust Adoption Agreement and the Administrative Services Agreement between ICMA Retirement Corporation and the City of Dubuque. RESOLUTION NO. 88 A -10 APPROVING THE ICMA RETIREMENT CORPORATION GOVERNMENTAL MONEY PURCHASE PLAN & TRUST BASIC DOCUMENT AND APPENDIX A (ICMA RETIREMENT CORPORATION GOVERNMENTAL MONEY PURCHASE PLAN AND TRUST AMENDMENT FOR POST - EGTRRA LEGISLATIVE AND REGULATORY CHANGES) - PLAN NUMBER 10- 6876 WHEREAS, the Employer has employees rendering valuable services; and WHEREAS, the establishment of a money purchase retirement plan benefits employees by providing funds for retirement and funds for their beneficiaries in the event of death; and WHEREAS, the Employer desires that its money purchase retirement plan be administered by ICMA -RC and that the funds held in such plan be invested in the VantageTrust, a trust established by public employers for the collective investment of funds held under their retirement and deferred compensation plans. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA that the Employer hereby establishes a money purchase retirement plan (the "Plan ") in the form of The ICMA Retirement Corporation Governmental Money Purchase Plan & Trust Basic Document and Appendix A (ICMA Retirement Corporation Governmental Money Purchase Plan and Trust Amendment for Post - EGTRRA Legislative and Regulatory Changes) pursuant to the specific provisions of the Adoption Agreement. The Plan shall be maintained for the exclusive benefit of eligible employees and their beneficiaries; and BE IT FURTHER RESOLVED that the Employer hereby executes the Declaration of Trust of VantageTrust, intending this execution to be operative with respect to any retirement or deferred compensation plan subsequently established by the Employer, if the assets of the plan are to be invested in the VantageTrust; and BE IT FURTHER RESOLVED that the Employer hereby agrees to serve as trustee under the Plan and to invest funds held under the Plan in the VantageTrust; and BE IT FURTHER RESOLVED that the Personnel Manager shall be the coordinator for the Plan; shall receive reports, notices, etc., from the ICMA Retirement Corporation or the VantageTrust; shall cast, on behalf of the Employer, any required votes under the VantageTrust; may delegate any administrative duties relating to the Plan to appropriate departments; and BE IT FURTHER RESOLVED that the Employer hereby authorizes the City Manager to execute all necessary agreements with the ICMA Retirement Corporation incidental to the administration of the Plan. Attest: Passed, approved and adopted this 5th day •f April , 2010. Jeanne F. Schneider, CMC, City Clerk D. Buol, M . yor 401 GOVERNMENTAL MONEY PURCHASE PLAN RETURN BOOKLET ICMA RC BUILDING RETIREMENT SECURITY Governmental Money Purchase Plan & Trust Employer Plan Adoption Booklet This is one of two booklets containing information to establish your Governmental Money Purchase Plan & Trust with the ICMA -RC. Please return the following documents to ICMA -RC: 1. Completed Resolution. • Use the ICMA -RC Suggested Resolution enclosed, or • Complete your own Resolution. If you are using your own Resolution, please have it reviewed by ICMA -RC prior to passage. 2. Adoption Agreement. Complete all sections of the Agreement and execute. If you are utilizing an Individual Designed Plan Document, please provide a current copy of the document including amendments and a Letter of Determination as provided by the IRS. 3. Implementation Data Form. Complete all sections. 4. EZ Link Access Form. 5. 401/457 Online Options Form 6. Loan Guidelines (if applicable). This form is contained in the 401 /457 Loan Pack- et. 7. Signed Administrative Services Agreement. Once you are ready to begin completing this information, please contact your New Business Unit Analyst, toll free at 1-800-326-7272 for assistance. I. ICMA RETIREMENT CORPORATION GOVERNMENTAL MONEY PURCHASE PLAN & TRUST ADOPTION AGREEMENT Employer: City of Dubuque, Iowa All Employees All Full Time Employees Salaried Employees Non union Employees Management Employees Public Safety Employees General Employees Other Employees (specify describe the group(s) of eligible employees below) City Manager PLAN NUMBER 10- 6 8 7 6 The Employer hereby establishes a Money Purchase Plan and Trust to be known as The City of Dubuque City Manager Plan (the "Plan") in the form of the ICMA Retirement Corporation Governmental Money Purchase Plan and Trust (MPP 01 /01 /06). This Plan is an amendment and restatement of an existing defined contribution money purchase plan. 0 Yes ID No If yes, please specify the name of the defined contribution money purchase plan which this Plan hereby amends and restates: II. The Effective Date of the Plan shall be the first day of the Plan Year during which the Employer adopts the Plan, unless an alternate Effective Date is hereby specified: January 1, 2010 (e.g., January 1, 2006 for the MPP 01/01/06 Plan) III. Plan Year will mean: The twelve (12) consecutive month period which coincides with the limitation year. (See Section 5.03(f) of the Plan.) 0 The twelve (12) consecutive month period commencing on and each anniversary thereof. IV. Normal Retirement Age shall be age 6 0 (not to exceed age 65). V. ELIGIBILITY REQUIREMENTS: 1. The following group or groups of Employees are eligible to participate in the Plan: The group specified must correspond to a group of the same designation that is defined in the statutes, ordinances, rules, regulations, personnel manuals or other material in effect in the state or locality of the Employer. Also, the eligibility requirements for participation in the Plan cannot be such that Employees become Participants only in the Plan Year in which the Employees terminate employment (i.e., stand -alone final pay plans) 1 Money Purchase Plan Adoption Agreement [902] [288] 2. The Employer hereby waives or reduces the requirement of a twelve (12) month Period of Service for participation. The required Period of Service shall be (write N/A if an Employee is eligible to participate upon employment) N/A If this waiver or reduction is elected, it shall apply to all Employees within the Covered Employment Classification. 3. A minimum age requirement is hereby specified for eligibility to participate. The minimum age requirement is N/A (not to exceed age 21. Write N/A if no minimum age is declared.) VI. CONTRIBUTION PROVISIONS 1. The Employer shall contribute as follows (choose all that apply): Fixed Employer Contributions With or Without Mandatory Participant Contributions. (If section B or C is chosen, please complete section D. Section E is optional.) A. Fixed Employer Contributions. The Employer shall contribute on behalf of each Participant 12 % of Earnings or $ for the Plan Year (subject to the limitations of Article V of the Plan). Mandatory Participant Contributions 01 are required El are not required to be eligible for this Employer Contribution. B. Mandatory Participant Contributions for Plan Participation. A Participant is required to contribute (subject to the limitations of Article V of the Plan) (i) % of Earnings, (ii) $ , or (iii) a whole percentage of Earnings between the range of (insert range of percentages between 0% and 20% (e.g., 3%, 6%, or 20%; 5% to 7%)), as designated by the Employee in accordance with guidelines and procedures established by the Employer for the Plan Year as a condition of participation in the Plan. A Participant shall not have the right to discontinue or vary the rate of such contributions after becoming a Plan Participant. The Employer hereby elects to "pick up" the Mandatory Participant Contributions.' Yes 1J No C. Mandatory Participant Contributions for this Portion of the Plan. Each Employee eligible to participate in the Plan shall be given the opportunity to irrevocably elect to participate in the Mandatory Participant Contribution portion of the Plan by electing to contribute (insert range of percentages between 0% and 20% (e.g., 3%, 6%, or 20%; 5% to 7%)) of the Employee's Earnings to the Plan for each Plan Year (subject to the limitations of Article V of the Plan). [621] Neither an IRS advisory letter nor a determination letter issued to an adopting Employer is a ruling by the Internal Revenue Service that Participant contributions that are picked up by the Employer are not includable in the Participant's ,gross income for federal income tax purposes. Pick -up contributions are not mandated to receive private letter rulings, however, if an adopting employer wishes to receive a ruling on pick -up contributions they may request one in accordance with Revenue Procedure 2007 -4 (or subsequent guidance). Money Purchase Plan Adoption Agreement 2 A Participant shall not have the right to discontinue or vary the rate of such contributions after becoming a Participant in this portion of the Plan. The Employer hereby elects to "pick up" the Mandatory Participant Contributions. 0 Yes No D. Election Window. Newly eligible Employees shall be provided an election window of days (no more than 60 calendar days) from the date of initial eligibility during which they may make the election to participate in the Mandatory Participant Contribution portion of the Plan. Participation in the Mandatory Participant Contribution portion of the Plan shall begin the first of the month following the end of the election window. An Employee's election is irrevocable and shall remain in force until the Employee terminates employment or ceases to be eligible to participate in the Plan. In the event of re- employment to an eligible position, the Employee's original election will resume. In no event does the Employee have the option of receiving the pick- up contribution amount directly. Fixed Employer Match of Voluntary Participant Contributions. The Employer shall contribute on behalf of each Participant _ % of Earnings for the Plan Year (subject to the limitations of Article V of the Plan) for each Plan Year that such Participant has contributed % of Earnings or $ . Under this option, there is a single, fixed rate of Employer contributions, but a Participant may decline to make the required Participant contributions in any Plan Year, in which case no Employer contribution will be made on the Participant's behalf in that Plan Year. Variable Employer Match of Voluntary Participant Contributions. The Employer shall contribute on behalf of each Participant an amount determined as follows (subject to the limitations of Article V of the Plan): % of the Voluntary Participant Contributions made by the Participant for the Plan Year (not including Participant contributions exceeding % of Earnings or $ ); PLUS % of the contributions made by the Participant for the Plan Year in excess of those included in the above paragraph (but not including Voluntary Participant Contributions exceeding in the aggregate % of Earnings or $ ). Employer Matching Contributions on behalf of a Participant for a Plan Year shall not exceed $ or % of Earnings, whichever is — more or _ less. 2. Each Participant may make a voluntary (unmatched), after tax contribution, subject to the limitations of Section 4.05 and Article V of the Plan. 2 See footnote 1 on the previous page. Yes 0 No 3. Employer contributions for a Plan Year shall be contributed to the Trust in accordance with the following payment schedule (no later than the 15th day of the tenth calendar month following the end of the calendar year or fiscal year (as applicable depending on the basis on which the Employer keeps its books) with or within which the particular Limitation year ends, or in accordance with applicable law): [621] 3 Money Purchase Plan Adoption Agreement 4. Participant contributions for a Plan Year shall be contributed to the Trust in accordance with the following payment schedule (no later than the 15th day of the tenth calendar month following the end of the calendar year or fiscal year (as applicable depending on the basis on which the Employer keeps its books) with or within which the particular Limitation year ends, or in accordance with applicable law): VII. EARNINGS Earnings, as defined under Section 2.09 of the Plan, shall include: (a) Overtime (b) Bonuses Yes 171 No Yes 1 No (c) Other Pay (specifically describe any other types of pay to be included below) Annual salary plus longevity VIII. The Employer will permit rollover contributions in accordance with Section 4.11 of the Plan. in Yes No IX. LIMITATION ON ALLOCATIONS If the Employer maintains or ever maintained another qualified plan in which any Participant in this Plan is (or was) a participant or could possibly become a participant, the Employer hereby agrees to limit contributions to all such plans as provided herein, if necessary in order to avoid excess contributions (as described in Sections 5.02 of the Plan). 1. If the Participant is covered under another qualified defined contribution plan maintained by the Employer, the provisions of Section 5.02(a) through (f) of the Plan will apply unless another method has been indicated below. Other Method. (Provide the method under which the plans will limit total Annual Additions to the Maximum Permissible Amount, and will properly reduce any excess amounts, in a manner that precludes Employer discretion.) 2. The limitation year is the following 12 consecutive month period: Money Purchase Plan Adoption Agreement 4 X. VESTING PROVISIONS XII. The Employer hereby specifies the following vesting schedule, subject to (1) the minimum vesting requirements and (2) the concurrence of the Plan Administrator. (For the blanks below, enter the applicable percent — from 0 to 100 (with no entry after the year in which 100% is entered), in ascending order.) Period of Service Percent Completed Vested Zero 10 0 % One Two % Three % Four Five Six % Seven Eight Nine % Ten XI. Loans are permitted under the Plan, as provided in Article XIII of the Plan: 0 Yes EZI No 1. In- service distributions are permitted under the Plan after a participant attains (select one of the below options): O Normal Retirement Age 2/ Age 70 O Not permitted at any age 2. Tax -free distributions of up to $3,000 for the payment of qualifying insurance premiums for eligible retired public safety officers are available under the Plan. O Yes 0 No (Default) XIII. In- service distributions of the Rollover Account are permitted under the Plan as provided in Section 9.07. O Yes ZI No (Default) XIV. SPOUSAL PROTECTION The Plan will provide the following level of spousal protection (select one): A. 0 Participant Directed Election. The normal form of payment of benefits under the Plan is a lump sum. The Participant can name any person(s) as the Beneficiary of the Plan, with no spousal consent required. [646 :6] B. LO Beneficiary Spousal Consent Election (Article XII). The normal form of payment of benefits under [646:6] the Plan is a lump sum. Upon death, the surviving spouse is the Beneficiary, unless he or she consents to the Participant's naming another Beneficiary. (This is the default provision under the Plan if no selection is made.) C. 0 QJSA Election (Article XVII). The normal form of payment of benefits under the Plan is a 50% qualified joint and survivor annuity with the spouse (or life annuity, if single). In the event of the Participant's death prior to commencing payments, the spouse will receive an annuity for his or her lifetime. [646 :6] 5 Money Purchase Plan Adoption Agreement [751] [646:8] [646:3] [646:7] [642:8] XV. FINAL PAY CONTRIBUTIONS The Plan will provide for Final Pay Contributions if either 1 or 2 below is selected. Final Pay shall be defined as (select one): A. 0 Accrued unpaid vacation B. 0 Accrued unpaid sick leave C. 0 Accrued unpaid vacation and sick leave D. 0 Other (insert definition of final pay): that would otherwise be payable to the Employee in cash upon termination. 1. 0 Employer Final Pay Contribution. The Employer shall contribute on behalf of each Participant % of Final Pay to the Plan (subject to the limitations of Article V of the Plan). 2. 0 Employee Designated Final Pay Contribution. Each Employee eligible to participate in the Plan shall be given the opportunity at enrollment to irrevocably elect to contribute % (insert fixed percentage of final pay to be contributed) or up to % (insert maximum percentage of final pay to be contributed) of Final Pay to the Plan (subject to the limitations of Article V of the Plan). Once elected, an Employee's election shall remain in force and may not be revised or revoked. If the employer elects to "pick up" these amounts, in no event does the Employee have the option of receiving the pick -up contribution amount directly. The Employer hereby elects to "pick up" the Employee Designated Final Pay Contribution thereby treating such contributions as Employer -made contributions for federal income tax purposes. 0 Yes 0 No XVI. ACCRUED LEAVE CONTRIBUTIONS The Plan will provide for accrued unpaid leave contributions if either 1 or 2 is selected below. Accrued Leave shall be defined as (select one): A. 0 Accrued unpaid vacation B. 0 Accrued unpaid sick leave C. 0 Accrued unpaid vacation and sick leave D. 0 Other (insert definition of final pay: that would otherwise be payable to the Employee in cash. 1. 0 Employer Accrued Leave Contribution. The Employer shall contribute as follows (choose one of the following options): 0 For each Plan Year, the Employer shall contribute on behalf of each Eligible Participant the unused Accrued Leave in excess of (insert number of hours /days /weeks) to the Plan (subject to the limitations of Article V of the Plan). 0 For each Plan Year, the Employer shall contribute on behalf of each Eligible Participant % of unused Accrued Leave to the Plan (subject to the limitations of Article V of the Plan). Money Purchase Plan Adoption Agreement 6 [621] 2. Employee Designated Accrued Leave Contribution. Each eligible Participant shall be given the opportunity at enrollment to irrevocably elect to contribute % (insert fixed percentage of accrued unpaid leave to be contributed) or up to % (insert maximum percentage of accrued unpaid leave to be contributed) of Accrued Leave to the Plan (subject to the limitations of Article V of the Plan). Once elected, an Employee's election shall remain in force and may not be revised or revoked. If the employer elects to "pick up" these amounts, in no event does the Employee have the option of receiving the pick -up contribution amount directly. The Employer hereby elects to "pick up" the Employee Designated Final Pay Contribution thereby treating such contributions as Employer -made contributions for federal income tax purposes. Yes No In order to allow for Final Pay Contributions and /or Accrued Leave Contributions, as defined in sections XV and XVI above, the Plan must also include additional sources of ongoing contributions, such as Fixed Employer Contributions or Mandatory Participant Contributions. In accordance with IRS Guidance, ICMA -RC will not process Final Pay Contribution or Accrued Leave Contribution Features as part of a "Stand Alone" Final Pay Plan. XVII. The Employer hereby attests that it is a unit of state or local government or an agency or instrumentality of one or more units of state or local government. XVIII. The Plan Administrator hereby agrees to inform the Employer of any amendments to the Plan made pursuant to Section 14.05 of the Plan or of the discontinuance or abandonment of the Plan. XIX. The Employer hereby appoints the ICMA Retirement Corporation as the Plan Administrator pursuant to the terms and conditions of the ICMA RETIREMENT CORPORATION GOVERNMENTAL MONEY PURCHASE PLAN & TRUST. XX. The Employer hereby acknowledges it understands that failure to properly fill out this Adoption Agreement may result in disqualification of the Plan. XXI. An adopting Employer may rely on an advisory letter issued by the Internal Revenue Service as evidence that the Plan is qualified under section 401 of the Internal Revenue Code to the extent provided in applicable IRS revenue procedures and other official guidance. EMPLOYER The Employer hereby agrees to the provisions of the Plan and Trust. In Witness Whereof, the Employer hereby causes this Agreement to be executed on this — day of ,20 ICMA RETIREMENT CORPORATION 777 North Capitol St., NE Washington, DC 20002 -4240 202 - 962 -8096 [6211 By: By: Print Name: Michael C. Van Mi l l igen Print Name: Title: City Manager Title: Attest: Attest: 7 Money Purchase Plan Adoption Agreement 401 Qualified Plan Implementation Data Form Please ensure that each section of this form is completed before returning it to ICMA -RC along with the other adoption materials. You may contact ICMA -RC's Client Services team at 1- 800 - 326 -7272 if you have questions. The following list of designations should help you complete the Implementation Data Form: 5. Primary Contact This person is responsible for the day -to -day administration and processing of plan transactions. This is the person we call if general questions arise concerning your ICMA -RC account. 16. Disbursement /Loan This person(s) will be responsible for signing disbursement and loan withdrawal forms, authorizing any disbursement or loan transactions, and answering questions pertaining to disbursements and loans. This should be a person(s) of au- thority. Also, the person's signature should be placed in the appropriate section of this form for our reference purposes. 19. Contribution /EZ Link Contact This person is responsible for sending contributions to RC. If there are discrepancies in the wire amount and the corresponding backup, this is the person we will contact to resolve the issue. This person should have access to all payroll /contribution information to ensure efficient processing of contributions. Confirmations for each contribution received are sent to this individual. 20. Quarterly Statement This person will receive all quarterly statements. 21. Plan Coordinator The title of this person is designated in the resolution. If a different person obtains the same title, you may use this form to update the name change. You must have your legislative body pass a new resolution to update the title of the person designated as plan coordinator. 22. Billing (Fees) If RC charges any employer paid fees to your account, this person will receive the invoices. General Information 2. (902) Employer's Full Name: City of Dubuque, Iowa 3. (924) Street Address: 50 West 13th Street (925) 4. (918) City: Dubuque (919) State: Iowa (920) Zip Code: 52001 5. (633) Primary Contact: Randy Peck 6. (634) Primary Contact Title: Personnel Manager 7. (631) Primary Contact Telephone #:( 561 ) 589 -4125 8. (632) Fax #:( 56 ) 690 -6025 9. (882) Employer's Federal Tax Identification Number: 42- 6004596 Plan Implementation Information Instructions — Use the VantagepointFunds Brochure or sheet to complete this section. 10. (611) Contribution information (See "Important Contribution Information" later in this book) a. Frequency: (check one) ❑ (0) Bi- weekly ❑ (4) Monthly ❑ (8) Semi - quarterly ❑ (1) Weekly CI (5) Semi- monthly CI (9) Bi- annually ❑ (2) Semi - weekly ❑ (6) Bi- quarterly m (10) Annually ❑ (3) Bi- monthly ❑ (7) Quarterly LI (11) Semi - annually b. Deposit Medium: (624) ❑ Wire ❑ ACH 11. First Contribution Date Following Implementation: First payroll of each calendar year 12. Number of Eligible Employee: 1 Expected Number of Participants: 1 Default Investment Option Default Fund for Investment Allocations: The default fund will be used if a participant does not provide valid allocation instructions (i.e., no allocation is provided, the allocation percentages do not total 100 %, or one or more funds that are not available to the plan are selected). If you do not make an election in this section, the Milestone Fund with the target date closest to a participant's 60th birthday will be used as your plan's default option. You may select the "Custom Default" option if you would like to use a fund (or funds) other than the Milestone Funds as your plan's default option. Please see ICMA -RC's Standard Plan Fund Lineup at www.icmarc.org to complete this section. Note: Prior to selecting the "Custom Default' option, employers should carefully review the Department of Labor's final regulations on qualified default investment alternatives (GDIAs). More information is available online at www.dol.gov or www.icmarc.org /ppa. Default Fund for Investment Allocations (Select one option): ® The Milestone Funds (Default) with a target retirement age of: ® Age 60 (Default) ❑ Age (input the Target Retirement Age to be used for your plan) (continued on the following page) ic%iARC Building Retirement Security 401 Qualified Plan Implementation Data Form I Page 1 of 4 Instructions to Employer: Provide necessary information to establish your plan properly. Please contact your New Business Unit Analyst at 1- 800 - 326 -7272, then press "0" for your plan number if you have any questions. ICMA -RC Use Only: Employer # 10 Default Investment Option continued ❑ Custom Default (List the fund name(s) and percentages that will be used as the plan's default investment option): Fund Name Percentage Primary Contact Information PLAN CONTACTS 13. PT00 (200) Primary Contact Name: Randy Peck (210) Title: Personnel Manager (422) Email Address: citypers@citvofdubuque.org Disbursement/ Loon Contact Information Please indicate alternate addresses in Comments Section on Page 3 14. PT01 Contact Signature: (200) Contact Name: Ken Tekippe (210) Title: Finance Director (420) Telephone:( 563 ) 589 -4111 (421) Fax:(563 ) 690 -6689 (422) Email Address: ktekipne @cityofdubuque.orq 15. PT08 Contact Signature: (200) Contact Name: Gina Noel (210) Title: Personnel Assistant (420) Telephone:( 563 ) 589 -4115 (421) Fax:( 563 ) 690 -6025 (422) Email Address: gnoel@cityofdubugue.org 16. PT09 Contact Signature: (200) Contact Name: (210) Title: (420) Telephone: ( ) (421) Fax:( ) (422) Email Address: Contribution/ EZLink Contact Information 17. PT02 (200) Contact Name: Janel Stoffel (210) Title: P.yroll Specialist (420) Telephone:( 563 ) 589 -4132 (421) Fax:( 563 ) 690 -6689 (422) Email Address: jastoffe @cityofdubuque.orq Does the EZLink Contact initiate ACH /wire for payroll? ® Yes ❑ No If No, please provide ACH /wire contact information: Name/Title: Janel Stoffel Telephone: ( ) EZLink is ICMMA -RC's standard contribution detail summary format. Please complete and return the EZLink Access Form. You must dso complete a successful EZLMk test before your first contrlbution can be submitted ic%vxRC Building Retirement Security 401 Qualified Plan Implementation Data Form I Page 2 of 4 Instructions to Employer: Provide necessary information to establish your plan properly. Please contact your New Business Unit Analyst at 1- 800- 326 -7272, then press "0" for your plan number if you have any questions. ICMA -RC Use Only: Employer # 10 Quarterly Statement Contact Information 18. PT04 (200) Contact Name: Ken Tekippe (210) Title: Finance Director (420) Telephone: ( 563 ) 589 -4133 (421) Fax:( 563 ) 690 -6689 (422) Email Address: ktekippe@cityofdubuque.org if this section is not completeu4 the Primary Contact will receive mallings. Plan Coordinator Contact Information 19. PT05 (200) Contact Name: Ranr1y Park (210) Title: Personnel Manager (420) Telephone:( 563 ) 589 -4125 (421) Fax:( 563 ) 690 -6025 (422) Email Address: citypers@cityofdubuque.org Note: Changing this title requires on amendment to your resolution. Billing (Fees) Contact Information 20. PT06 (200) Contact Name: (210) Title: (420) Telephone: ( ) (421) Fax:( ) (422) Email Address: Comments: Alternative Addresses for #14-20 Plan Asset Transfer Information 24. Will there be a transfer of assets to ICMA -RC from your current administrator? ❑ Yes ® No How many participants will be eligible to transfer assets to ICMA -RC? What is the estimated cash value of the assets to be transferred to ICMA -RC? Your New Business Unit Analyst will contact you to discuss thes rocess regarding the transfer of assets. ICMA -RC will work with the prior administrator and your local Retirement Plans Specialist to coordinate the transfer of assets in a timely manner. ic%iARC Building Retimnent searity 401 Qualified Plan Implementation Data Form I Page 3 of 4 ICMA -RC Use Only: Employer # 10 ic%iA-RC Building Retirement Security 401 Qualified Plan Implementation Data Form I Page 4 of 4 ICMA -RC Use Only: Employer # 10 Co- Provider Information 25. Does your plan have a co- provider relationship *? ID Yes al No If yes, please provide the co- provider information: Name of Co- Provider(s): Co- Provider 1: Street Address: City: State: Zip Code: Phone Number: Co- Provider 2: Street Address: City: State: Zip Code: Phone Number: *this information is required for the accurate record keeping of plan assets. Internal Use Only 641 = 912 = ,AA STREAMLINING PLAN ADMINISTRATION ICnMRC THROUGH TECH NO lOGY www.icmarc.org/ezlink/ EZLink gives you electronic access to a wide range of plan specific information, transaction processing capabilities and keeps you up -to -date on the latest in plan changes. As a user, you can access the information you need, when you need it. Who should use the EZLink Access form? Use this form to request a new user, and to update or remove an existing user. Instructions 1. Primary Contact Information — Please provide the name of the person who is designated as the primary contact. This person will need to sign this form to authorize access. If you want to verify your primary contact, please call Client Services at 1- 800 -326 -7272 between 8:30 a.m. and 7:30 p.m. Eastern Time. Primary contact User ID and password will be created with full access. 2. EZLink User Information — To request a new User ID: check the Add New User ID box and enter the user information. The email address and access options are required. To update an existing User ID: check the Update User ID box, enter the User ID and select all the access the user should have. To remove an existing User ID: check the Remove User ID box to remove all access. Access Options: Balances /Reports: This capability provides the user the ability to view plan and participant information including balances, investment allocations and reports. Online Enrollments: This capability provides the user the ability to enroll participants. Participant Changes: This capability provides the user the ability to update participant information such as name, ad- dress, marital status, title. Contribution & Loan Repayments: This capability provides the user the ability to submit contributions and loan repayments online us- ing a prior payroll or ICMA -RC pre - formatted file. Participant Data Transfer: This capability provides the user the ability to submit an ICMA -RC pre - formatted participant in- dicative data demographic file including enrollments and participant updates and to view a customized data verification report. 3. Primary Contact Approval — Please have the Primary Contact sign and date this EZLink Access Form. Minimum System Recommendations ✓ Firefox Version 3.x and higher, or MICROSOFT Internet Explorer 5.0 and higher ✓ 128 Bit Encryption ✓ High speed Internet access or minimum 56K modem ✓ Pentium class PC ✓ Windows NT, 1995 or later OTHER SYSTEMS ARE NOT RECOMMENDED Please fax your completed EZLink Access Form to the EZLink Administrator at 1- 202 - 962 -4601. FRM000-019- 200907 -180 Building Betirnnent Savriry • Link EZLINK ACCESS FORM - PAGE 1 OF 2 Plan Name Plan Number(s) (All plan numbers must be listed to avoid processing delays.) 1 Primary Contact Information 2 EZLink User Information Primary Contact Name: Primary Contact Title: Email Address: Daytime Phone Number: Select One: 0 Add New User ID 0 Update User ID 0 Remove User ID Name: Title: Email Address: Daytime Phone Number: ( _ ) _ _ _ - Access Options (You must select either yes or no for each access option): Balances & Reports Online Enrollments Participant Changes Balances & Reports Online Enrollments Participant Changes Y N Y N Y N Contributions & Loan Repays _ Y _ N Participant Data Transfer _ Y _ N Select One: 0 Add New User ID 0 Update User ID 0 Remove User ID Name: Title: Email Address: Daytime Phone Number: ( Access Options (You must select either yes or no for each access option): _ Y _ N Contributions & Loan Repays _ Y _ N Participant Data Transfer Y N Y N Y N Select One: 0 Add New User ID 0 Update User ID 0 Remove User ID Name: Title: Email Address: Daytime Phone Number: ( _ _ Access Options (You must select either yes or no for each access option): Balances & Reports Online Enrollments Participant Changes _Y _N Contributions & Loan Repays _Y _N Participant Data Transfer _Y _N Please fax your completed EZLink Access Form to the EZLink Administrator at 1- 202 - 962 -4601. Y N Y N FRM000-019- 200907 -180 rA iCMktZ(r Building Retirement Security 2 EZLink User Information (continued) 3 Primary Contact Approval 1,15 Select One: 0 Add New User ID 0 Update User ID 0 Remove User ID Name: Title: Email Address: Daytime Phone Number: ( Access Options (You must select either yes or no for each access option): Balances & Reports _Y _N Contributions & Loan Repays _ Y _ N Online Enrollments _Y _N Participant Data Transfer _ Y _ N Participant Changes _Y _N Select One: 10 Add New User ID 0 Update User ID 0 Remove User ID Name: Title: Email Address: Daytime Phone Number: ( Access Options (You must select either yes or no for each access option): Balances & Reports Online Enrollments Participant Changes _Y _N Y N _Y _N For ICMA -RC Internal Use Only: EZLink Primary EZLink QA NBU Data Security EZLINK ACCESS FORM - PAGE 2 OF 2 Contributions & Loan Repays _ Y _ N Participant Data Transfer _ Y _ N ICMA -RC considers participant information to be highly confidential, and we go to great lengths to avoid breaching that confidentiality. For this reason, ICMA -RC cannot be responsible for (i) negligent or intentional misuse of the password by the municipality's officers, employees, agents or contractors, (ii) a breach of confi- dentiality that may occur as a result of such negligent or intentional misuse of the password, or (iii) a breach of confidentiality that may occur as a proximate result of the municipality's access to the participant database. If the municipality uses EZLink online transaction processing, please remember to review all financial information you have entered for your participants, as ICMA -RC is not responsible for incorrect data transmitted by the municipality. ICMA -RC recommends that you encourage all participants to review confirmations for accuracy. ICMA -RC's web site is normally available 24 hours a day, seven days a week. However, service availability is not guaranteed. Neither ICMA -RC or its affiliates, the VantageTrust Company, nor The Vantagepoint Funds will be responsible for any loss (or forgone gain) you may incur as a result of service being unavailable. Please signify your agreement to these terms by signing in the space indicated below. You may fax this signed form to the EZLink Administrator at 1- 202- 962 -4601. We will provide you with User ID(s) and Password(s) to begin using EZLink. Should you have questions, please call our EZLink Team at 1- 800 -326- 7272. Agreed: Date: Primary Contact Print Your Name Please fax your completed EZLink Access Form to the EZLink Administrator at 1- 202- 962 -4601. FRM000-019- 200907 -180 icnn'�RC Building Retirement Security 401/457 Online Options Form Instructions Please indicate your desired election for all four of the features shown on the form before returning it to ICMA -RC. You may contact the New Business Analyst at 1- 800 -326 -7272 if you have questions. The following information should assist you with selecting the appropriate options for your Plan(s): 1. Online deferral changes will be made available to the plan: With this option, you can allow participants to enter deferral changes through Account Access. The change should take effect for the first pay period in the month following the month that the election is made. 2. Beneficiary information will be displayed online so that it can be viewed and updated: With this option, you can enable participants (through Account Access) and employers (through EZLink) to view and update beneficiary information online. Both primary and contingent beneficiary information will be displayed. Please note: We are unable to make this option available within EZLink without also making it available within Account Access. 3. Beneficiary information will be displayed on participant statements: Participant beneficiary information will be displayed on the participant's quarterly account statements. Both primary and contingent beneficiary information will be displayed. 4. Online withdrawals will be made available to the Plan: With this option, you can enable participants to request withdrawals online. 5. Online enrollments — 457 Plans Only This option will allow employees to enroll in 457 Plans online. Please note: Termination dates should be submitted via EZLink in a timely manner, and further employer approval is not required for individual disbursement requests. Online Withdrawals are for installments, partial and lump sum payments made directly to the participant. The Online Withdrawal system does not establish outgoing rollovers to other plan providers. Please fax the completed form to the attention of the New Business Unit at 202 - 962 -4601. Building Retirement Security 401/457 ONLINE OPTIONS FORM This form allows you to establish the following features for your plan(s): (1) Online deferral changes (2) View and update beneficiary information online (3) Display beneficiary information on participant account statements (4) Online withdrawal requests (5) Online Enrollments for employees (Available to 457 plans only) Please fax the completed form to the attention of the New Business Unit at 202 - 962 -4601. Plan Number: 1 0 6 8 7 6 ❑ Make these changes to all of our 401/457 plans Plan Name: The City of Dubuque City Manager Plan 1. Online deferral changes will be made available to the plan: ❑ YES © NO This plan allows (select all that apply): ❑ Pre -Tax Deferrals ❑ After -Tax Deferrals Pre-tax deferrals: Minimum % Maximum % (Please enter whole percentages only) Minimum $ Maximum $ (Please enter whole dollars only) After -tax deferrals: Minimum % Maximum % (Please enter whole percentages only) Minimum $ Maximum $ (Please enter whole dollars only) 2. Beneficiary information should be displayed online so that it can be viewed and updated: ® YES (Default) ❑ NO 3. Beneficiary information should be displayed on participant statements: ❑ YES (Default) ® NO 4. Online withdrawals will be made available to the Plan: ® YES (Default) ❑ NO 5. FOR 457 PLANS ONLY Online Enrollments should be made available to 457 plans: ❑ YES (Default) ❑ NO Please select one of the options below as part of the feature activation: ❑ Option 1: Request deferral information during the enrollment and allow participants the ability to view /change deferral information on an ongoing basis via Account Access. ❑ Option 2: Request deferral information during the enrollment but DO NOT allow participants the ability to view /change deferral information on an ongoing basis via Account Access. ❑ Option 3: Please do not request deferral information. We will collect deferral information internally. Employer Authorization: Date: Plan Coordinator Randy Peck Print Name ICMA -RC Use Only: Form Rec'd by: Date: IMPORTANT! PLEASE READ THIS DOCUMENT PRIOR TO SUBMITTING YOUR FIRST PAYROLL TO ICMA -RC Frequently Asked Questions about submitting Payrolls to ICMA -RC What is EZlink? EZLink is ICMA -RC's secure internet based software that allows you to submit payroll and enrollment information to ICMA -RC. Additionally, you can access reports about your plan's activity using EZLink. How do I get started using EZlink? Enclosed are several items that you will need to begin submitting contributions to the ICMA Retirement Corporation (RC) including: • EZLink Information and Access Form — Complete this form to assign a payroll, wire /ACH contact and issue passwords for inquiry only mode. • Processing Policies for Contribution and Loan Repayments — Describes processing cutoff and ICMA-RC's "good order" policy • ACH and wire instructions for 401, 457, IRA, and RHS plans Follow this checklist of steps to submit your payroll via EZLink ✓ Complete the EZLink Form and return to the New Business Unit Analyst in the envelope provided. ✓ Be sure to provide the first date you anticipate sending a payroll contribution to ICMA -RC. (Plan Data Implementation Form in "Return Booklet ") ✓ Complete a test file with ICMA -RC prior to submitting your first payroll. Your payroll contact will be called upon receipt of the EZLink Application to coordinate a test as well as discuss the features of EZLink. ✓ Review the Wire /ACH instructions with the appropriate contact. Your payroll contact may not be the person who transmits wires to ICMA -RC. ✓ Make sure you use the correct plan number and plan sources in EZLink based on your plan. Each plan has a distinct plan number. If you have a question regarding a specific plan number, please contact ICMA -RC for confirmation. ✓ Make sure you are using the correct format for each plan. Note that 401, IRA and RHS plans have slightly different formats than 457 plans. ✓ Enroll participants in the plan prior to submitting your first payroll. You are now ready to submit payroll contribution and loan repayments to ICMA -RCI What if I cannot use EZLink? In order to reduce cost and processing errors, ICMA -RC's policy is that clients use EZLink. Additional fees are assessed to individual 401 & 457 participant accounts for Employers who do not utilize EZLink. (See Appendix 1 for a description of fees). It is required that employers use EZLink for all IRA and RHS accounts. Please note the "Processing Policies for Contributions and Loan Repayments" included in this packet. It is very important that your contribution detail is received in good order to ensure accurate, efficient processing of your data. Tips to prevent delays in payroll processing • Ensure that all participants are enrolled at ICMA -RC prior to submitting a payroll contribution. • Ensure you complete a test file successfully prior to submitting your first payroll. • For loan repayments, please ensure that loan numbers are properly entered. • Ensure that your plan number is correct. If you have multiple plans at ICMA-RC, this is particularly important. • Ensure that you use the correct payroll format within EZLink. The 401/457 formats cannot be used for IRA and RHS payrolls. • Ensure that you use the proper wire or ACH instructions. It is important to note that 401, 457, RHS and IRA plans all have different instructions. • Please do not change formats without contacting ICMA -RC. • If you encounter a problem with EZLink, please contact an EZLink Specialist at ICMA -RC at 1- 800 - 326 -7272 for guidance to correct any issues. APPENDIX 1 Account Maintenance Fee. The annual Account Maintenance Fee for Plan participants will be waived for Employers who use EZLink for contribution processing and submit deposits by wire transfer or ACH. In the event that Employer does not use EZLink for contribution processing and ACH /wire transfer, the annual Account Maintenance Fee shall be $36.00 per Plan participant. If applicable, this fee is payable on the first day of the calendar quarter following establishment and is prorated by reference to the number of calendar quarters remaining on the day of payment. The Account Maintenance fee is debited from each Plan participant's account. IMPORTANT! PROCESSING POLICIES FOR CONTRIBUTIONS AND LOAN REPAYMENTS In order to provide the most efficient and dependable service possible to all of our valued customers, ICMA -RC has estab- lished the following policies related to contribution and loan repayment processing. UNBALANCED CONTRIBUTIONS /LOAN REPAYMENTS In situations where the contribution /loan repayment amount remitted differs from the sum of the detail records provided, in- vestment of the contributions and loan repayments will be delayed until the difference is resolved. If the difference cannot be resolved within 3 business days, ICMA -RC will return the money to the employer, unless alternative instructions are received. NON - CONFORMING FORMATS Non -conforming submittals of contribution /loan repayment detail records are typically paper documents printed from an em- ployer's payroll system or other electronic files not formatted according to ICMA -RC specifications. Processing time for non- conforming submittals can be significantly longer than for conforming formats. Consequently, while ICMA -RC will strive to process non - conforming submittals as timely as possible, we may take up to 5 business days to reconcile. The contributions and loan repayments will not be invested during this time. The following table provides the processing turnaround standards for non -conforming submittals. UNREADABLE OR ERRONEOUS FILES Number of Contributing Participants 50 or fewer 51 -99 100 - 299 300 or more Number of Business Days to Process 2 3 4 5 If a contribution / loan repayment detail file is not readable (e.g., formatting problem, in- transit damage) or does not contain current data, investment of the contributions and loan repayments will be delayed until the employer provides a readable replacement file with current data. In such cases, ICMA -RC will initiate contact with the employer the day the file is received. PARTICIPANTS NOT ENROLLED Contributions received for participants who have not been enrolled in the plan cannot be invested. In such cases, ICMA -RC will initiate contact with the employer the next business day to request the required enrollment information. If ICMA -RC does not receive the required enrollment information by the close of the third business day following receipt of the contribution, the contribution amount will be refunded to the employer. INCORRECT LOAN NUMBERS If a loan repayment is received with incorrect loan number referencing, ICMA -RC may take up to two business days to invest the loan repayment. CONFORMING FORMATS FOR CONTRIBUTIONS AND LOAN REPAYMENTS TO ICMA - RC • EZLink On -line Contribution File Creation • EZLink Data Transfer in ICMA -RC Record Format #3 Please call a New Business Unit Analyst at 1- 800 - 326 -7272 to receive additional information about these options. Plan Wires ACH 457 M & T BANK ABA#: 022000046 Vantagepoint Transfer Agents — 457 Account #: 42538001 OBI: 30XXXX (Plan #) M & T BANK -457 ABA#: 052000113 Account #: 42538001 Ppt ID: 30XXXX (Plan #) 401 M & T BANK ABA#: 022000046 Vantagepoint Transfer Agents — 401 Account #: 42537981 OBI: 10XXXX (Plan #) M & T BANK -401 ABA#: 052000113 Account #: 42537981 Ppt ID: 10XXXX (Plan #) 'IRA M & TBANK ABA#: 022000046 Vantagepoint Transfer Agents Account #: 89559029 OBI: 70XXXX (Plan #) M &TBANK ABA#: 052000113 Account #: 89559029 Ppt ID: 70XXXX (Plan #) RHS M& T BANK ABA #: 022000046 Vantagepoint Transfer Agents Account #: 89559029 OBI: 80XXXX (Plan #) M & T BANK ABA #: 0520001 13 Account #: 89559029 Ppt ID: 80XXXX (Plan #) CONTRIBUTION SUBMITTAL INSTRUCTIONS To avoid mailing delays associated with checks, ICMA -RC recommends that employers use either ACH or Wire to transmit funds for payroll contribution and loan repayment files. Below are the instructions for submitting funds to ICMA -RC for credit- ing to participant accounts. This information has been provided to ensure timely processing of your plan's contributions to the Vantagepoint Transfer Agents. In order to process your contributions quickly and accurately, ICMA -RC has separate and distinct banking and mailing instructions for each of your plans. Please use the chart below to identify the correct informa- tion for your specific plan when submitting contributions to us. As each address is different, please do not com- bine separate plan contributions in the same mailing. *Payroll Deduction or Sidecar IRA Note: If your contribution is sent to any address other than the one specified For each plan above, it will delay the investment of your contribution. Wire and ACH information WIRES AND ACH: You must include your plan number where XXXX is reflected above to ensure timely processing. It is extremely important that your participant detail breakdown be received no more than 2 business days prior to or at the same time as your remittance, when using the wire or ACH methods. Detail received after the receipt of funds will be cred- ited upon receipt of conforming detail. If you have any questions regarding these instructions, please contact a New Business Unit Analyst at 1- 800 - 326 -7272. CONTRIBUTION SUBMITTAL TIMING Participant accounts will receive credit if contributions and detail are received by ICMA -RC in "good order" before 4:00 p.m. Eastern Time as of the date of deposit at M & T Bank if that day is a business day. (See below for information re- garding early closings.) Crediting the contribution to participant accounts will be delayed by the length of time it takes for delivery by mail or overnight service. Wire transfer is a faster method of sending contributions and can result in more timely investment for your employees. It can provide same -day receipt, avoiding the possibilities of delays or loss through the mail. In order to ensure same -day receipt, wire transfers should be executed by 1:00 p.m. Eastern Time to allow three hours for the wire or ACH transmission to clear the Federal Reserve. EARLY CLOSINGS: Please keep in mind that the ICMA Retirement Corporation (ICMA -RC) follows the New York Stock Exchange (NYSE) closing schedule with respect to trades and investment allocations. If the NYSE is closed, ICMA -RC will also be closed. Therefore, no contributions will be processed on that day. In addition, at times, the market may close early. Transactions will not be allowed after the early close on that day. It is especially important to consider the early stock market closing when sending your retirement plan contributions. If you normally send your plan contributions by wire, please keep in mind that it may take up to four hours from the time you initi- ate the wire for it to arrive at the receiving bank. You may wish to initiate your wire a day early - on the previous business day - in order to meet the early close deadline. Specific information regarding early closings is available on EZLink. Please return the following documents in the enclosed envelope or mail to: ICMA -RC Attn: New Business Unit Analyst 777 North Capitol Street, N.E. Washington, DC 20002 -4240 0 Completed Resolution El Completed Adoption Agreement El Signed Administrative Services Agreement O Implementation Data Form • Loan Guidelines (if applicable) • Completed EZ Link Access Form O Completed 401/457 Online Options Form If you have not received all of these documents, please notify your New Business Unit Analyst at 1 -800 326 -7272 immediately. ICMARC Building Retirement Security ICMA RETIREMENT CORPORATION 777 NORTH CAPITOL STREET N.E. WASHINGTON, DC 20002 -4240 1 -800- 326 -7272 WWWICMARC.ORG B RC1 A 1- 007 - 201002 icwRC Building Retirement Security I. PURPOSE GOVERNMENTAL MONEY PURCHASE PLAN & TRUST The Employer hereby adopts this Plan and Trust to provide funds for its Employees' retirement, and to provide funds for their Beneficiaries in the event of death. The benefits provided in this Plan shall be paid from the Trust. The Plan and the Trust forming a part hereof are adopted and shall be maintained for the exclusive benefit of eligible Employees and their Beneficiaries. Except as provided in Sections 4.10 and 14.03, 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. II. DEFINITIONS 2.01 Account. A separate record which shall be established and maintained under the Trust for each Participant, and which shall include all Participant subaccounts created pursuant to Article IV, plus any Participant Loan Account created pursuant to Section 13.03. Each subaccount created pursuant to Article IV shall include any earnings of the Trust and adjustments for withdrawals, and realized and unrealized gains and losses allocable thereto. The term `Account" may also refer to any of such separate subaccounts. 2.02 Accounting Date. Each day that the New York Stock Exchange is open for trading, and such other dates as may be determined by the Plan Administrator, as provided in Section 6.06 for valuing the Trust's assets. 2.03 Adoption Agreement. The separate agreement executed by the Employer through which the Employer adopts the Plan and elects among the various alternatives provided thereunder, and which upon execution, becomes an integral part of the Plan. 2.04 Beneficiary. The person or persons (including a trust) designated by the Participant who shall receive any benefits payable hereunder in the event of the Participant's death. The designation of such Beneficiary shall be in writing to the Plan Administrator. A Participant may designate primary and contingent Beneficiaries. Where no designated Beneficiary survives the Participant or no Beneficiary is otherwise designated by the Participant, the Participant's Beneficiary shall be his /her surviving spouse or, if none, his /her estate. Notwithstanding the foregoing, the Beneficiary designation is subject to the requirements of Article XII unless the Employer elects otherwise in the Adoption Agreement. Notwithstanding the foregoing, where elected by the Employer in the Adoption Agreement (the "QJSA Election "), the Beneficiary designation is subject to the requirements of Article XVII. Notwithstanding the foregoing, to the extent permitted by the Employer, a Beneficiary receiving required minimum distributions in accordance with Article X and not in a benefit form elected under Article XI or XII, may designate a Beneficiary to receive the required minimum distributions that would have otherwise been payable to the initial Beneficiary but for his or her death. 2.05 Break in Service. A Period of Severance of at least twelve (12) consecutive months. In the case of an individual who is absent from work for maternity or paternity reasons, the twelve (12) consecutive month period beginning on the first anniversary of the first date of such absence shall not constitute a Break in Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (1) by reason of the pregnancy of the individual, (2) by reason of the birth of a child of the individual, (3) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (4) for purposes of caring for such child for a period beginning immediately following such birth or placement. 1 2.06 Code. The Internal Revenue Code of 1986, as amended from time to time. 2.07 Covered Employment Classification. The group or groups of Employees eligible to make and /or have contributions to this Plan made on their behalf, as specified by the Employer in the Adoption Agreement. 2.08 Disability. A physical or mental impairment which is of such permanence and degree that, as determined by the Employer, a Participant is unable because of such impairment CO perform any substantial gainful activity for which he /she is suited by virtue of his /her experience, training, or education and that has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months, or can be expected to result in death. The permanence and degree of such impairment shall be supported by medical evidence. If the Employer maintains a long -term disability plan, the definition of Disability shall be the same as the definition of disability in the long-term disability plan. 2.09 Earnings. (c) (a) General Rule. Earnings, which form the basis for computing Employer Contributions, are all of each Participant's W -2 earnings which are actually paid to the Participant during the Plan Year, plus any contributions made pursuant to a salary reduction agreement which are not includible in the gross income of the Employee under section 125, 402(e)(3), 402(h)(1)(B), 403(b), 414(h)(2), 457(b), or, effective January 1, 2001, 132(f)(4) of the Code. Earnings shall include any pre -tax contributions (excluding direct employer contributions) to an integral part trust of the Employer providing retiree health care benefits. Earnings shall also include any other earnings as defined and elected by the Employer in the Adoption Agreement. Unless the Employer elects otherwise in the Adoption Agreement, Earnings shall exclude overtime compensation and bonuses. (b) Limitation on Earnings. For any Plan Year beginning after December 31, 2001, the annual Earnings of each Participant taken into account in determining allocations shall not exceed $200,000, as adjusted for cost -of- living increases in accordance with section 401(a)(17)(B) of the Code. Annual Earnings means Earnings during the Plan Year or such other consecutive 12 -month period over which Earnings is otherwise determined under the Plan (the determination period). The cost -of- living adjustment in effect for a calendar year applies to annual Earnings for the determination period that begins with or within such calendar year. If a determination period consists of fewer than twelve (12) months, the annual Earnings limit is an amount equal to the otherwise applicable annual Earnings limit multiplied by the fraction, the numerator of which is the number of months in the short Plan Year and the denominator of which is twelve (12). If Earnings for any prior determination period are taken into account in determining a Participant's allocations for the current Plan Year, the Earnings for such prior year are subject to the applicable annual Earnings limit in effect for that prior year. Limitations for Governmental Plans. In the case of an eligible participant in a governmental plan (within the meaning of section 414(d) of the Code), the dollar limitation shall not apply to the extent the Earnings which are allowed to be taken into account under the Plan would be reduced below the amount which was allowed to be taken into account under the Plan as in effect on July 1, 1993, as adjusted for increases in the cost -of- living in accordance with section 401(a)(17)(B) of the Code. For purposes of this Section, an eligible participant is an individual who first became a Participant in the Plan during a Plan Year beginning before the first Plan Year beginning after December 31, 1993. 2.10 Effective Date. The first day of the Plan Year during which the Employer adopts the Plan, unless the Employer elects in the Adoption Agreement an alternate date as the Effective Date of the Plan. 2.11 Employee. Any individual who has applied for and been hired in an employment position and who is employed by the Employer as a common law employee; provided, however, that Employee shall not include any individual who is not so recorded on the payroll records of the Employer, including any such person who is 2 subsequently reclassified by a court of law or regulatory body as a common law employee of the Employer. For purposes of clarification only and not to imply that the preceding sentence would otherwise cover such person, the term Employee does not include any individual who performs services for the Employer as an independent contractor, or under any other non- employee. 2.12 Employer. The unit of state or local government or an agency or instrumentality of one (1) or more states or local governments that executes the Adoption Agreement. 2.13 Hour of Service. Each hour for which an Employee is paid or entitled to payment for the performance of du- ties for the Employer. 2.14 Nonforfeitable Interest. The nonforfeitable interest of the Participant or his /her Beneficiary (whichever is applicable) is that percentage of his /her Employer Contribution Account balance, which has vested pursuant to Article VII. A Participant shall, at all times, have a one hundred percent (100 %) Nonforfeitable Interest in his/ her Participant Contribution, Rollover, and Voluntary Contribution Accounts. 2.15 Normal Retirement Age. The age which the Employer specifies in the Adoption Agreement. If the Employer enforces a mandatory retirement age, the Normal Retirement Age is the lesser of that mandatory age or the age specified in the Adoption Agreement. 2.16 Participant. An Employee or former Employee for whom contributions have been made under the Plan and who has not yet received all of the payments of benefits to which he /she is entitled under the Plan. A Participant is treated as benefiting under the Plan for any Plan Year during which the participant received or is deemed to receive an allocation in accordance with Treas. Reg. section 1.410(b) -3(a). 2.17 Period of Service. For purposes of determining an Employee's initial or continued eligibility to participate in the Plan or the Nonforfeitable Interest in the Participant's Account balance derived from Employer Contributions, an Employee will receive credit for the aggregate of all time period(s) commencing with the Employee's first day of employment or reemployment and ending on the date a Break in Service begins. The first day of employment or reemployment is the first day the Employee performs an Hour of Service. An Employee will also receive credit for any Period of Severance of less than twelve (12) consecutive months. Fractional periods of a year will be expressed in terms of days. Notwithstanding anything to the contrary herein, if the Plan is an amendment and restatement of a plan that previously calculated service under the hours of service method, service shall be credited in a manner that is at least as generous as that provided under Treas. Regs. section 1.410(a) -7(g). 2.18 Period of Severance. A continuous period of time during which the Employee is not employed by the Employer. Such period begins on the date the Employee retires, quits or is discharged, or if earlier, the twelve (12) month anniversary of the date on which the Employee was otherwise first absent from service. 2.19 Plan. This Plan, as established by the Employer, including any elected provisions pursuant to the Adoption Agreement. 2.20 Plan Administrator. The person(s) or entity named to carry out certain nondiscretionary administrative functions under the Plan, as hereinafter described, which is the ICMA Retirement Corporation or any successor Plan Administrator. 2.21 Plan Year. The twelve (12) consecutive month period designated by the Employer in the Adoption Agreement. 2.22 Trust. The Trust created under Article VI of the Plan which shall consist of all of the assets of the Plan derived from Employer and Participant contributions under the Plan, plus any income and gains thereon, less any losses, expenses and distributions to Participants and Beneficiaries. 3 III. ELIGIBILITY 3.01 Service. Except as provided in Sections 3.02 and 3.03 of the Plan, an Employee within the Covered Employment Classification who has completed a twelve (12) month Period of Service shall be eligible to participate in the Plan at the beginning of the payroll period next commencing thereafter. The Employer may elect in the Adoption Agreement to waive or reduce the twelve (12) month Period of Service. If the Employer maintains the plan of a predecessor employer, service with such employer shall be treated as Service for the Employer. 3.02 Age. The Employer may designate a minimum age requirement, not to exceed age twenty-one (21), for participation. Such age, if any, shall be declared in the Adoption Agreement. 3.03 Return to Covered Employment Classification. In the event a Participant is no longer a member of Covered Employment Classification and becomes ineligible to make contributions and /or have contributions made on his /her behalf, such Employee will become eligible for contributions immediately upon returning to a Covered Employment Classification. If such Participant incurs a Break in Service, eligibility will be determined under the Break in Service rules of the Plan. In the event an Employee who is not a member of a Covered Employment Classification becomes a member, such Employee will be eligible to participate immediately if such Employee has satisfied the minimum age and service requirements and would have otherwise previously become a Participant. 3.04 Service Before a Break in Service. All Periods of Service with the Employer are counted toward eligibility, including Periods of Service before a Break in Service. IV. CONTRIBUTIONS 4.01 Employer Contributions. For each Plan Year, the Employer will contribute to the Trust an amount as specified in the Adoption Agreement. The Employer's full contribution for any Plan Year shall be due and paid not later than thirty (30) working days after the close of the Plan Year. Each Participant will share in Employer Contributions for the period beginning on the date the Participant commences participation under the Plan and ending on the date on which such Employee severs employment with the Employer or is no longer a member of a Covered Employment Classification, and such contributions shall be accounted for separately in his /her Employer Contribution Account. Notwithstanding anything to the contrary herein, if so elected by the Employer in the Adoption Agreement, an Employee shall be required to make contributions as provided pursuant to Section 4.03 or 4.04 in order to be eligible for Employer Contributions to be made on his /her behalf to the Plan. 4.02 Forfeitures. All amounts forfeited by terminated Participants, pursuant to Section 7.06, shall be allocated to a suspense account and used to reduce dollar for dollar Employer Contributions otherwise required under the Plan for the current Plan Year and succeeding Plan Years, if necessary. Forfeitures may first be used to pay the reasonable administrative expenses of the Plan, with any remainder being applied to reduce Employer Contributions. 4.03 Mandatory Participant Contributions. If the Employer so elects in the Adoption Agreement, each eligible Employee shall make contributions at a rate prescribed by the Employer or at any of a range of specified rates, as set forth by the Employer in the Adoption Agreement, as a requirement for his /her participation in the Plan. Once an eligible Employee becomes a Participant, he /she shall not thereafter have the right to discontinue or vary the rate of such Mandatory Participant Contributions. Such contributions shall be accounted for separately in the Participant Contribution Account. Such Account shall be at all times nonforfeitable by the Participant. 4 If the Employer so elects in the Adoption Agreement, the Mandatory Participant Contributions shall be "picked up" by the Employer in accordance with Code section 414(h)(2). Any contribution picked -up under this Section shall be treated as an employer contribution in determining the tax treatment under the Code, and shall not be included as gross income of the Participant until it is distributed. 4.04 Employer Matching Contributions of Voluntary Participant Contributions. If the Employer so elects in the Adoption Agreement, Employer Matching Contributions shall be made on behalf of an eligible Employee for a Plan Year only if the Employee agrees to make Voluntary Participant Contributions for that Plan Year. The rate of Employer Contributions shall, to the extent specified in the Adoption Agreement, be based upon the rate at which Voluntary Participant Contributions are made for that Plan Year. Employer Matching Contributions shall be accounted for separately in the Employer Contribution Account. 4.05 Voluntary Participant Contributions. If the Employer so elects in the Adoption Agreement, an eligible Employee may make after -tax voluntary (unmatched) contributions under the Plan for any Plan Year in any amount up to twenty five percent (25 %) of his /her Earnings for such Plan Year. Matched and unmatched contributions shall be accounted for separately in the Participant's Voluntary Contribution Account. Such Account shall be at all times nonforfeitable by the Participant. 4.06 Deductible Employee Contributions. The Plan will not accept deductible employee contributions which are made for a taxable year beginning after December 31, 1986. Contributions made prior to that date will be maintained in a Deductible Employee Contribution Account. The Account will share in the gains and losses under the Plan in the same manner as described in Section 6.06 of the Plan. Such Account shall be at all times nonforfeitable by the Participant. 4.07 Military Service Contributions. Notwithstanding any provision of the Plan to the contrary, effective December 12, 1994, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with section 414(u) of the Code. Effective December 12, 1994, if the Employer has elected in the Adoption Agreement to make loans available to Participants, loan repayments will be suspended under the Plan as permitted under section 414(u)(4) of the Code. 4.08 Changes in Participant Election. A Participant may elect to change his /her rate of Voluntary Participant Contributions at any time or during an election period as designated by the Employer. A Participant may discontinue such contributions at any time or during an election period as designated by the Employer. 4.09 Portability of Benefits. (a) Unless otherwise elected by the Employer in the Adoption Agreement, the Plan will accept Participant (which shall include, for purposes of this subsection, an Employee within the Covered Employment Classification whether or not he /she has satisfied the minimum age and service requirements of Article III,) rollover contributions and /or direct rollovers of distributions (including after -tax contributions) made after December 31, 2001 that are eligible for rollover in accordance with Section 402(c), 403(a)(4), 403(6)(8), 408(d)(3)(A)(ii), or 457(e)(16) of the Code, from all of the following types of plans: (1) A qualified plan described in Section 401(a) or 403(a) of the Code; (2) An annuity contract described in Section 403(b) of the Code; (3) An eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or a political subdivision of a state; and 5 (c) (e) V. LIMITATION ON ALLOCATIONS 5.01 Participants Only in This Plan. (a) (4) An individual retirement account or annuity described in Section 408(a) or 408(b) of the Code (including SEPs, and SIMPLE IRAs after two years of participating in the SIMPLE IRA). (b) Notwithstanding the foregoing, the Employer may reject the rollover contribution if it determines, in its discretion, that the form and nature of the distribution from the other plan does not satisfy the applicable requirements under the Code to make the transfer or rollover a nontaxable transaction to the Participant; For indirect rollover contributions, the amount distributed from such plan must be rolled over to this Plan no later than the sixtieth (60`h) day after the distribution was made from the plan, unless otherwise waived by the IRS pursuant to Section 402(c)(3) of the Code. (d) The amount transferred shall be deposited in the Trust and shall be credited to a Rollover Account. Such Account shall be one hundred percent (100 %) vested in the Participant. The Plan will accept accumulated deductible employee contributions as defined in section 72(o)(5) of the Code that were distributed from a qualified retirement plan and transferred (rolled over) pursuant to section 402(c), 403(a)(4), 403(b)(8), or 408(d)(3) of the Code. Notwithstanding the above, this transferred (rolled over) amount shall be deposited to the Trust and shall be credited to a Deductible Employee Contributions Account. Such Account shall be one - hundred percent (100 %) vested in the Participant. (f) A Participant may, upon approval by the Employer and the Plan Administrator, transfer his /her interest in another plan maintained by the Employer that is qualified under section 401(a) of the Code to this Plan, provided the transfer is effected through a one -time irrevocable written election made by the Participant. The amount transferred shall be deposited in the Trust and shall be credited to sources that maintain the same attributes as the plan from which they are transferred. Such transfer shall not reduce the accrued years or service credited to the Participant for purposes of vesting or eligibility for any Plan benefits or features. 4.10 Return of Employer Contributions. Any contribution made by the Employer because of a mistake of fact must be returned to the Employer within one year of the date of contribution. If the Participant does not participate in, and has never participated in another qualified plan or a welfare benefit fund, as defined in section 419(e) of the Code, maintained by the Employer, or an individual medical account, as defined by section 415(1)(2) of the Code, maintained by the Employer, which provides an Annual Addition, the amount of Annual Additions which may be credited to the Participant's Account for any Limitation Year will not exceed the lesser of the Maximum Permissible Amount or any other limitation contained in this Plan. If the Employer Contribution that would otherwise be contributed or allocated to the Participant's Account would cause the Annual Additions for the Limitation Year to exceed the Maximum Permissible Amount, the amount contributed or al- located will be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Permissible Amount. (b) Prior to determining the Participant's actual Compensation for the Limitation Year, the Employer may determine the Maximum Permissible Amount for a Participant on the basis of a reasonable estimation of the Participant's Compensation for the Limitation Year, uniformly determined for all Participants similarly situated. 6 (c) As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant's actual Compensa- tion for the Limitation Year. (d) If, as a result of an inadvertent reasonable error in estimating the Maximum Permissible Amount for a Participant in accordance with Subsection (b) or pursuant to Subsection (c) or as a result of the allocation of forfeitures, there is an Excess Amount, the excess will be disposed of as follows: (1) Any Mandatory Participant Contributions that are not "picked up" by the Employer or Voluntary Participant Contributions, to the extent they would reduce the Excess Amount, will be returned to the Participant; (2) If after the application of paragraph (1) an Excess Amount still exists, and the Participant is covered by the Plan at the end of the Limitation Year, the Excess Amount in the Partici- pant's Account will be used to reduce Employer Contributions (including any allocation of forfeitures) for such Participant in the next Limitation Year, and each succeeding Limitation Year if necessary; (3 ) If after the application of paragraph (1) an Excess Amount still exists, and the Participant is not covered by the Plan at the end of the Limitation Year, the Excess Amount will be held unallocated in a suspense account. The suspense account will be applied to reduce future Employer Contributions (including allocation of any forfeitures) for all remaining Participants in the next Limitation Year, and each succeeding Limitation Year if necessary; (4) If a suspense account is in existence at any time during a particular Limitation Year, all amounts in the suspense account must be allocated and reallocated to Participants' accounts before any Employer or any Employee contributions may be made to the Plan for that Limita- tion Year. Excess Amounts in a suspense account may not be distributed to Participants or former Participants. 5.02 Participants in Another Defined Contribution Plan. (a) Unless the Employer provides other limitations in the Adoption Agreement, this Section applies if, in addition to this Plan, the Participant is covered under another qualified defined contribution plan maintained by the Employer, or a welfare benefit fund, as defined in section 419(e) of the Code, maintained by the Employer, or an individual medical account, as defined by section 415(1) (2) of the Code, maintained by the Employer, which provides an Annual Addition, during any Limitation Year. The Annual Additions which may be credited to a Participant's Account under this Plan for any such Limitation Year will not exceed the Maximum Permissible Amount reduced by the Annual Additions credited to a Participant's Account under the other plans and welfare benefit funds for the same Limitation Year. If the Annual Additions with respect to the Participant under other defined contribution plans and welfare benefit funds maintained by the Employer are less than the Maximum Permissible Amount and the Employer contribution that would otherwise be contributed or allocated to the Participant's Account under this Plan would cause the Annual Additions for the Limitation Year to exceed this limitation, the amount contributed or allocated will be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal the Maximum Permissible Amount. If the Annual Additions with respect to the Participant under such other defined contribu- tion plans and welfare benefit funds in the aggregate are equal to or greater than the Maximum Per- missible Amount, no amount will be contributed or allocated to the Participant's Account under this Plan for the Limitation Year. (b) Prior to determining the Participant's actual Compensation for the Limitation Year, the Employer may determine the Maximum Permissible Amount for a Participant in the manner described in Section 5.01(b). 7 (c) As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant's actual Compensa- tion for the Limitation Year. (d) If, pursuant to Subsection (c) or as a result of the allocation of forfeitures, a Participant's Annual Additions under this Plan and such other plans would result in an Excess Amount for a Limitation Year, the Excess Amount will be deemed to consist of the Annual Additions last allocated, except that Annual Additions attributable to a welfare benefit fund or individual medical account will be deemed to have been allocated first regardless of the actual allocation date. (e) If an Excess Amount was allocated to a Participant on an allocation date of this Plan which coincides with an allocation date of another plan, the Excess Amount attributed to this Plan will be the product of, (1) The total Excess Amount allocated as of such date, multiplied by the ratio of: (f) Any Excess Amount attributed to this Plan will be disposed in the manner described in Section 5.01(d). 5.03 Definitions. For the purposes of this Article, the following definitions shall apply: (a) Annual Additions: The sum of the following amounts credited to a Participant's account for the Limita- tion Year: (b) (i) the Annual Additions allocated to the Participant for the Limitation Year as of such date under this Plan to (ii) the total Annual Additions allocated to the Participant for the Limitation Year as of such date under this and all the other prototype qualified defined contribution plans. Employer Contributions; Forfeitures; Employee contributions; and Allocations under a simplified employee pension. Amounts allocated, after March 31, 1984, to an individual medical account, as defined in section 415(1)(2) of the Code, which is part of a pension or annuity plan maintained by the Employer, are treated as Annual Additions to a defined contribution plan. For this purpose, any Excess Amount applied under Sections 5.01(d) or 5.02(f) in the Limitation Year to reduce Employer Contributions will be considered Annual Additions for such Limitation Year. Compensation: A Participant's wages, salaries, and fees for professional services and other amounts received (without regard to whether an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited to, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan (as described in Treas. Reg. section 1.62- 2(c))), and excluding the following: (1) Employer Contributions to a plan of deferred compensation which are not includible in the Employee's gross income for the taxable year in which contributed, or Employer Contributions 8 under a simplified employee pension plan to the extent such contributions are deductible by the Employee, or any distributions from a plan of deferred compensation; and (2) Other amounts which received special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity contract described in section 403(b) of the Code (whether or not the amounts are actually excludable from the gross income of the Employee). (3) Notwithstanding the above, Compensation shall include: (i) any elective deferrals (as defined in section 402(8)(3) of the Code), and (ii) any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includible in the gross income of the Employee by reason of sections 125, 132(f)(4) or 457 of the Code. For purposes of applying the limitations of this Article, Compensation for a Limitation Year is the Compensation actually paid or made available during such year. (c) Defined Contribution Dollar Limitation: $40,000, as adjusted for increases in the cost -of- living in accordance with section 415(d) of the Code. (d) Employer: The Employer that adopts this Plan. (e) Excess Amount: The excess of the Participant's Annual Additions for the Limitation Year over the Maximum Permissible Amount. Any Excess Amount shall include allocable income. The income allocable to an Excess Amount is equal to the sum of allocable gain or loss for the Plan Year and the allocable gain or loss for the period between the end of the Plan Year and the date of distribution (the gap period). The Plan may use any reasonable method for computing the income allocable to an Excess Amount, provided that the method is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants' Accounts. (f) Limitation Year: A calendar year, or the twelve (12) consecutive month period elected by the Employer in the Adoption Agreement. All qualified plans maintained by the Employer must use the same Limitation Year. If the Limitation Year is amended to a different twelve (12) consecutive month period, the new Limitation Year must begin on a date within the Limitation Year in which the amend- ment is made. (g) Maximum Permissible Amount: The maximum Annual Addition that may be contributed or allocated to a Participant's Account under the Plan for any Limitation Year shall not exceed the lesser of: (1) The Defined Contribution Dollar Limitation, or (2) One hundred percent (100 %) (25% for Limitation Years before January 1, 2002) of the Participant's Compensation for the Limitation Year. The compensation limit referred to in (2) shall not apply to any contribution for medical benefits after separation from service (within the meaning of section 401(h) or section 419A(f)(2) of the Code) which is otherwise treated as an annual addition. (a) (e) If a short Limitation Year is created because of an amendment changing the Limitation Year to a differ- ent twelve (12) consecutive month period, the Maximum Permissible Amount will not exceed the Defined Contribution Dollar Limitation multiplied by the following fraction: VI. TRUST AND INVESTMENT OF ACCOUNTS Number of months in the short Limitation Year / 12 6.01 Trust. A Trust is hereby created to hold all of 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 which agrees to act in that capacity hereunder. 6.02 Investment Powers. The trustee or the Plan 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 investment of Trust assets is controlled by Participants, pursuant to Section 13.03. 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, notes, debentures, mortgages, 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 banking 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 com- mingled trust fund that is maintained by a bank or other institution and that is available to Employee plans qualified under section 401 of the Code, or any successor provisions thereto, and during the period of time that an investment through any such medium shall exist, to the extent of participation of the Plan, the declaration of trust of such common, collective, or commingled trust fund shall constitute a part of this Plan. (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 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 Plan Administrator, or such custodian as the Plan 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 reasonable and necessary to meet obligations under the Plan or otherwise to be in the best interests of the Plan. 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 Plan Administrator, 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. 10 (f) Upon such terms as may be deemed advisable by the Employer or the Plan Administrator, as the case may be, for the protection of the interests of the Plan or for the preservation of the value of an invest- ment, 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 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 Plan, 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 Plan 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. 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, 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 Plan Administrator, as may be agreed upon from time to time by the Employer and the Plan Administrator, and reimbursement for reasonable expenses incurred by the Plan 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. However, no person who is a fiduciary within the meaning of section 3(21)(A) of ERISA and regulations promulgated thereunder, and who receives full -time pay from the Employer may receive compensation from the Trust, except for expenses properly and actually incurred. 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 Plan Administrator, or by any custodian or other person so authorized by the Employer to make such disbursement. Benefits under this Plan shall be paid only if the Plan Administrator, custodian or other person decides in his /her discretion that the applicant is entitled to them. The Plan 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 Plan Administrator, the Participant may direct his /her Accounts to be invested in one (1) or more investment funds available under the Plan; provided, however, that the Participant's investment directions shall not violate any investment restrictions established by the Employer and shall not include any investment in collectibles, as defined in section 408(m) of the Code. 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 13.03 of the Plan. Such Accounts shall not share in any investment income and gains or losses of the investment funds described in Section 6.05. 11 VII. VESTING 7.01 Vesting Schedule. The portion of a Participant's Account attributable to Mandatory Participant Contribu- tions and Voluntary Participant Contributions, and the earnings thereon, shall be at all times nonforfeitable by the Participant. A Participant shall have a Nonforfeitable Interest in the percentage of his /her Employer Contribution Account established under Section 4.01 and 4.04 determined pursuant to the schedule elected by the Employer in the Adoption Agreement. 7.02 Crediting Periods of Service. Except as provided in Section 7.03, all of an Employee's Periods of Service with the Employer are counted to determine the nonforfeitable percentage in the Employee's Account balance derived from Employer Contributions. If the Employer maintains the plan of a predecessor employer, service with such employer will be treated as service for the Employer. For purposes of determining years of service and Breaks in Service for the purposes of computing a Participant's nonforfeitable right to the Account balance derived from Employer Contributions, the twelve (12) consecutive month period will commence on the date the Employee first performs an hour of service and each subsequent twelve (12) consecutive month period will commence on the anniversary of such date. 7.03 Service After Break in Service. In the case of a Participant who has a Break in Service of at least five (5) years, all Periods of Service after such Breaks in Service will be disregarded for the purpose of determining the nonforfeitable percentage of the Employer- derived Account balance that accrued before such Break, but both pre -Break and post -Break service will count for the purposes of vesting the Employer- derived Account balance that accrues after such Break. Both Accounts will share in the earnings and losses of the fund. In the case of a Participant who does not have a Break in Service of at least five (5) years, both the pre -Break and post -Break service will count in vesting both the pre -Break and post -Break Employer- derived Account balance. In the case of a Participant who does not have any nonforfeitable right to the Account balance derived from Employer Contributions, years of service before a period of consecutive one (1) year Breaks in Service will not be taken into account in computing eligibility service if the number of consecutive one (1) year Breaks in Service in such period equals or exceeds the greater of five (5) or the aggregate number of years of service. Such aggregate number of years of service will not include any years of service disregarded under the preceding sentence by reason of prior Breaks in Service. If a Participant's years of service are disregarded pursuant to the preceding paragraph, such Participant will be treated as a new Employee for eligibility purposes. If a Participant's years of service may not be disregarded pursuant to the preceding paragraph, such Participant shall continue to participate in the Plan, or, if terminated, shall participate immediately upon reemployment. 7.04 Vesting Upon Normal Retirement Age. Notwithstanding Section 7.01 of the Plan, a Participant shall have a Nonforfeitable Interest in his /her entire Employer Contribution Account, to the extent that the balance of such Account has not previously been forfeited pursuant to Section 7.06 of the Plan, if he /she is employed on or after his /her Normal Retirement Age. 7.05 Vesting Upon Death or Disability. Notwithstanding Section 7.01 of the Plan, in the event of Disability or death, a Participant or his /her Beneficiary shall have a Nonforfeitable Interest in his /her entire Employer Contribution Account, to the extent that the balance of such Account has not previously been forfeited pursuant to Section 7.06 of the Plan. 7.06 Forfeitures. Except as provided in Sections 7.04 and 7.05 of the Plan or as otherwise provided in this Section 7.06, a Participant who separates from service prior to obtaining full vesting shall forfeit that percentage of his /her Employer Contribution Account balance which has not vested as of the date such Participant incurs a Break in Service of five (5) consecutive years or, if earlier, the date such Participant receives, or is deemed under 12 VIII. BENEFITS CLAIM the provisions of Section 9.04 to have received, distribution of the entire Nonforfeitable Interest in his /her Employer Contribution Account. No forfeiture will occur solely as a result of a Participant's withdrawal of Employee Contributions. Forfeitures shall be allocated in the manner described in Section 4.02. 7.07 Reinstatement of Forfeitures. If the Participant returns to the employment of the Employer before incurring a Break in Service of five (5) consecutive years, any amounts forfeited pursuant to Section 7.06 shall be reinstated to the Participant's Employer Contribution Account on the date of repayment by the Participant of the amount distributed to such Participant from his /her Employer Contribution Account; provided, however, that if such Participant forfeited his /her Account balance by reason of a deemed distribution, pursuant to Section 9.04, such amounts shall be automatically restored upon the reemployment of such Participant. Such repayment must be made before the earlier of five (5) years after the first date on which the Participant is subsequently reemployed by the Employer, or the date the Participant incurs a Break in Service of five (5) consecutive years. 8.01 Claim of Benefits. A Participant or Beneficiary shall notify the Plan Administrator in writing of a claim of benefits under the Plan. The Plan Administrator shall take such steps as may be necessary to facilitate the payment of such benefits to the Participant or Beneficiary. 8.02 Appeal Procedure. If any claim for benefits is initially denied by the Plan Administrator, the claimant shall file the appeal with the Employer, whose decision shall be final, to the extent provided by Section 15.07. IX. COMMENCEMENT OF BENEFITS 9.01 Normal and Elective Commencement of Benefits. A Participant who retires, becomes Disabled or incurs a severance from employment (separation from service for Plan Years beginning before 2002) for any other reason may elect by written notice to the Plan Administrator to have his or her vested Account balance benefits commence on any date, provided that such distribution complies with Section 9.02. Such election must be made in writing during the ninety (90) day period ending on the date as of which benefit payments are to commence. A Participant's election shall be revocable and may be amended by the Participant. The failure of a Participant to consent to a distribution while a benefit is immediately distributable, within the meaning of section 9.02 of the Plan, shall be deemed to be an election to defer commencement of payment of any benefit. 9.02 Restrictions on Immediate Distributions. Notwithstanding anything to the contrary in Section 9.01 of the Plan, if the value of a Participant's vested Account balance is at least $1,000, and the Account balance is immediately distributable, the Participant must consent to any distribution of such Account balance. The Participant's consent shall be obtained in writing during the ninety (90) day period ending on the date as of which benefit payments are to commence. No consent shall be required, however, to the extent that a distribution is required to satisfy section 401(a) (9) or 415 of the Code. The Plan Administrator shall notify the Participant of the right to defer any distribution until the Participant's Account balance is no longer immediately distributable. Such notification shall include a general description of the material features, and an explanation of the relative values of, the optional forms of benefit available under the Plan in a manner that would satisfy section 417(a)(3) of the Code, and shall be provided no less than thirty (30) and no more than ninety (90) days before the date as of which benefit payments are to commence. However, distribution may commence less than thirty (30) days after the notice described in the preceding sentence is given, provided (i) the distribution is one to which sections 401(a)(11) and 417 of the Code do not apply or, if the QJSA Election is made by the Employer in the Adoption Agreement, the waiver requirements of Section 17.04(a) are met; (ii) the Plan Administrator clearly informs the Participant that the Participant 13 has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option); and (iii) the Participant, after receiving the notice, affirmatively elects a distribution. In addition, upon termination of this Plan if the Plan does not offer an annuity option (purchased from a commercial provider) and if the Employer does not maintain another 401(a) defined contribution plan, the Participant's Account balance will, without the Participant's consent, be distributed to the Participant in a lump sum. However, if the Employer maintains another 401(a) defined contribution plan, the Participant's Account balance will be transferred, without the Participant's consent, to the other plan if the Participant does not consent to an immediate distribution. An Account balance is immediately distributable if any part of the Account balance could be distributed to the Participant (or surviving spouse) before the Participant attains or would have attained (if not deceased) the later of Normal Retirement Age or age sixty-two (62). For purposes of determining the applicability of the foregoing consent requirements to distributions made before the first day of the first plan year beginning after December 31, 1988, the Participant's vested Account balance shall not include amounts attributable to accumulated deductible employee contributions within the meaning of section 72(o)(5)(B) of the Code. 9.03 Transfer to Another Plan. (a) If a Participant becomes eligible to participate in another plan maintained by the Employer that is qualified under section 401(a) of the Code, the Plan Administrator shall, at the written election of such Participant, transfer all or part of such Participant's Account to such plan, provided the plan administrator for such plan certifies to the Plan Administrator that its plan provides for the acceptance of such a transfer. Such transfers shall include those transfers of the nonforfeitable interest of a Participant's Account made for the purchase of service credit in defined benefit plans maintained by the Employer. For purposes of this Plan, any such transfer shall not be considered a distribution to the Participant subject to spousal consent as described in Section 9.10. (b) 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 Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. (c) Definitions. For the purposes of Subsection (b), the following definitions shall apply: (1) Eligible Rollover Distribution. 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: (i) any distribution that is one of a series of substantially 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 Distributee and the Distriburee's designated beneficiary, or for a specified period of ten years or more; (ii) any distribution to the extent such distribution is required under section 401(a) (9) of the Code; and (iii) the portion of any other distribution(s) that is not includible in gross income. A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after -tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, or to a 14 (2) Eligible Retirement Plan. (3 ) qualified defined contribution plan described in section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible. (i) an individual retirement account described in section 408(a) of the Code or an individual retirement annuity described in section 408(b) of the Code (collectively, an "IRA "); (ii) an annuity plan described in section 403(a) of the Code; (iii) an annuity contract described in section 403(b) of the Code, (iv) an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan; or (v) a qualified plan described in section 401(a) of the Code, that accepts the Distributee's Eligible Rollover Distribution. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee, under a qualified domestic relations order, as defined in section 414(p) of the Code. Distributee. Participant; in addition, the Participant's surviving spouse and the 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 payment by the Plan to the Eligible Retirement Plan specified by the Distributee. 9.04 De Minim is Accounts. Notwithstanding the foregoing provisions of this Article, prior to January 1, 2002, if a Participant terminates service, and the value of his /her Nonforfeitable Interest in his /her Account is not greater than the dollar limit under section 411(a) (11) (A) of the Code, the Participant's benefit shall be paid (to the extent it constitutes an Eligible Rollover Distribution) in the form of a direct rollover to the Plan Administrator's designated IRA, unless he /she affirmatively elects to receive a cash payment or a Direct Rollover in accordance with procedures established by the Plan Administrator. On or after January 1, 2002, if a Participant terminates service, and the value of his /her Nonforfeitable Interest in his /her Account is less than $1,000, the Participant's benefit shall be paid as soon as practicable to the Participant in a single lump sum distribution. If the value of the Participant's Account is at least $1,000 but not more than the dollar limit under section 411(a)(11)(A) of the Code, the Participant may elect to receive his /her Nonforfeitable Interest in his /her Account. Such distribution shall be made as soon as practicable following the request, in a lump sum. For purposes of this Section, if a Participant's Nonforfeitable Interest in his /her Account is zero, the Participant shall be deemed to have received a distribution of such Nonforfeitable Interest in his /her Account. 9.05 Withdrawal of Vol ntary Contributions. A Participant may upon written request withdraw a part of or the full amount of his /her Voluntary Contribution Account. Such withdrawals may be made at any time, provided that no more than two (2) such withdrawals may be made during any calendar year. No forfeiture will occur solely as the result of any such withdrawal. 15 9.06 Withdrawal of Deductible Employee Contributions. A Participant may upon written request withdraw a part of or the full amount of his /her Deductible Employee Contribution Account. Such withdrawals may be made at any time, provided that no more than two (2) such withdrawals may be made during any calendar year. No forfeiture will occur solely as the result of any such withdrawal. 9.07 In Service Distribution from Rollover Account. Where elected by the Employer in the Adoption Agreement, a Participant that has a separate account attributable to rollover contributions to the Plan, may at any time elect to receive a distribution of all or any portion of the amount held in the Rollover Account. 9.08 In Service Distributions. Unless otherwise elected by the Employer in the Adoption Agreement, a Participant who has reached age 70 -1/2 regardless of his Nonforfeitable Interest in his /her entire Employer Contribution Account, shall, upon written request, receive a distribution of a part of or the full amount of the balance in any or all of his vested Accounts. Such distributions may be requested at any time, provided that no more than two (2) such distributions may be made during any calendar year. 9.09 Latest Commencement of Benefits. Notwithstanding anything to the contrary in this Article, benefits shall begin no later than the Participant's Required Beginning Date, as defined under Section 10.05, or as otherwise provided in Section 10.04. 9.10 Spousal Consent. Notwithstanding the foregoing, if the Employer elected the QJSA Election in the Adoption Agreement, a married Participant must first obtain his or her spouse's notarized consent to request a distribution (other than a Qualified Joint and Survivor Annuity), withdrawal, or rollover under this Article IX. X- DISTRIBUTION REQUIREMENTS 10.01 General Rules. (a) Subject to the provisions of Article XII or XVII if so elected by the Employer in the Adoption Agreement, the requirements of this Article shall apply to any distribution of a Participant's interest and will take precedence over any inconsistent provisions of this Plan. Unless otherwise specified, the provisions of this Article X apply to calendar years beginning after December 31, 2002. With respect to distributions under the Plan made in or for Plan Years beginning on or after January 1, 2002 and prior to January 1, 2003, the Plan will apply the minimum distribution requirements of section 401(a) (9) of the Code in accordance with the regulations under section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision of the Plan to the contrary. (b) All distributions required under this Article shall be determined and made in accordance with the regulations under section 401(a) (9) of the Code, and the minimum distribution incidental benefit requirement of section 401(a) (9) (G) of the Code. (c) Limits on Distribution Periods. As of the first Distribution Calendar Year, distributions to a Participant, if not made in a single -sum, may only be made over one of the following periods: (1) The life of the Participant; or (2) The joint lives of the Participant and a designated Beneficiary; or (3) A period certain not extending beyond the life expectancy of the Participant; or (4) A period certain not extending beyond the joint and last survivor expectancy of the Participant and a designated Beneficiary. 16 (d) TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Article XVII, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA. 10.02 Time and Manner of Distribution (a) Required Beginning Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's required beginning date. (b) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows: (c) (a) (1) If the Participant's surviving spouse is the Participant's sole designated Beneficiary, then, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later. (2) If the Participant's surviving spouse is not the Participant's sole designated Beneficiary, then distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (3) If there is no designated Beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (4) If the Participant's surviving spouse is the Participant's sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 10.02(b), other than Section 10.02(b)(1), will apply as if the surviving spouse were the Participant. For purposes of this Section 10.02(b) and Section 10.04, unless Section 10.02(6)(4) applies, distributions are considered to begin on the Participant's required beginning date. If Section 10.02(b)(4) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 10.02(b)(1). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant's required beginning date (or to the Participant's surviving spouse before the date distributions are required to begin to the surviving spouse under Section 10.02(b)(1)), the date distributions are considered to begin is the date distributions actually commence. Forms of Distribution. Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 10.03 and 10.04. If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a) (9) and the Treasury Regulations. 10.03 Required Minimum Distributions During Participant's Lifetime Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant's lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of: (1) The quotient obtained by dividing the Participant's Account Balance by the distribution 17 period set forth in the Uniform Lifetime Table found in Section 1.401(a)(9) -9, Q&A -2, of the Final Income Tax Regulations using the Participant's age as of the Participant's birthday in the distribution calendar year; or (2) If the Participant's sole designated Beneficiary for the distribution calendar year is the Participant's spouse, the quotient obtained by dividing the Participant's Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9) -9, Q&A -3, of the regulations using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the distribution calendar year. (b) Lifetime Required Minimum Distributions Continue Through Year of Parti cipant's Death. Required minimum distributions will be determined under this Section 10.03 beginning with the first distribution calendar year and continuing up to, and including, the distribution calendar year that includes the Participant's date of death. 10.04 Required Minimum Distributions After Participant's Death (a) Death On or After Date Distributions Begin. (1) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant's designated Beneficiary, determined as follows: (i) The Participant's remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (ii) If the Participant's surviving spouse is the Participant's sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For distribution calendar years after the year of the surviving spouse's death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar year. (iii) If the Participant's surviving spouse is not the Participant's sole designated Beneficiary, the designated Beneficiary's remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent year. (2) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant's death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the Participant's remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (b) Death Before Date Required Distributions Begin. (1) Participant Survived by Designated Beneficiary. If the Participant dies before the date required distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is 18 10.05 Definitions (a) the quotient obtained by dividing the Participant's Account Balance by the remaining life expectancy of the Participant's designated Beneficiary, determined as provided in Section 10.04(a). (2) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (3) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 10.02(b)(1), this Section 10.04(b) will apply as if the surviving spouse were the Participant. Designated Beneficiary. The individual who is designated by the Participant (or the Participant's surviving spouse) as the Beneficiary of the Participant's interest under the Plan and who is the designated Beneficiary under Code Section 401(a) (9) and Section 1.401(a) (9) -4 of the regulations. (b) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's required beginning date. For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 10.02(b). The required minimum distribution for the Participant's first distribution calendar year will be made on or before the Participant's required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's required beginning date occurs, will be made on or before December 31 of that distribution calendar year. (c) Life Expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)- 9, Q&A -1, of the regulations. (d) Participants Account Balance. The Account Balance as of the last Accounting Date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account Balance as of dates in the valuation calendar year after the Accounting Date and decreased by distributions made in the valuation calendar year after the Accounting Date. The Account Balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year. (e) Required Beginning Date. The Required Beginning Date of a Participant is April 1 of the calendar year following the later of the calendar year in which the Participant attains age seventy and one -half (70-1/2), or the calendar year in which the Participant retires. XI. MODES OF DISTRIBUTION OF BENEFITS 11.01 Normal Mode of Distribution. Unless an elective mode of distribution is elected as provided in Section 11.02, benefits shall be paid to the Participant in the form of a lump sum payment. Notwithstanding the foregoing, where the Employer made the "QJSA Election" in the Adoption Agreement, unless an elective mode of distribution is elected in accordance with Article XVII, benefits shall be paid to the Participant in the form provided for in Article XVII. 19 11.02 Elective Mode of Distribution. Subject to the requirements of Articles X, XII and XVII, a Participant may revocably elect to have his /her Account distributed in any one (1) of the following modes in lieu of the mode described in Section 11.01: (a) Equal Payments. Equal monthly, quarterly, semi - annual, or annual payments in an amount chosen by the Participant continuing until the Account is exhausted. (b) Period Certain. Approximately equal monthly, quarterly, semi - annual, or annual payments, calculated to continue for a period certain chosen by the Participant. (c) Other. Any other sequence of payments requested by the Participant. (d) Lump Sum. Where the Employer did make the QJSA Election in the Adoption Agreement, a Participant may also elect a lump sum payment. 11.03 Election of Mode. A Participant's election of a payment option must be made in writing between thirty (30) and ninety (90) days before the payment of benefits is to commence. 11.04 Death Benefits. Subject to Article X (and Article XII or XVII if so elected by the Employer in the Adoption Agreement), (a) (b) 12.02 Spousal Death Benefit. (a) In the case of a Participant who dies before he /she has begun receiving benefit payments, the Participant's entire Nonforfeitable Interest shall then be payable to his /her Beneficiary within ninety (90) days of the Participant's death. A Beneficiary who is entitled to receive benefits under this Sec- tion may elect to have benefits commence at a later date, subject to the provisions of Article X. The Beneficiary may elect to receive the death benefit in any of the forms available to the Participant under Sections 11.01 and 11.02. If the Beneficiary is the Participant's surviving spouse, and such surviving spouse dies before payment commences, then this Section shall apply to the beneficiary of the surviving spouse as though such surviving spouse were the Participant. Should the Participant die after he /she has begun receiving benefit payments, the Beneficiary shall receive the remaining benefits, if any, that are payable, under the payment schedule elected by the Participant. Notwithstanding the foregoing, the Beneficiary may elect to accelerate payments of the remaining balances, including but not limited to, a lump sum distribution. XII. SPOUSAL DEATH BENEFIT REQUIREMENTS 12.01 Application. Unless otherwise elected by the Employer in the Adoption Agreement, on or after January 1, 2006, the provisions of this Article shall take precedence over any conflicting provision in this Plan. The provisions of this Article, known as the "Beneficiary Spousal Consent Election," shall apply to any Participant who is credited with any Period of Service with the Employer on or after August 23, 1984, and such other Participants as provided in Section 12.04. On the death of a Participant, the Participant's Vested Account Balance will be paid to the Participant's Surviving Spouse. If there is no Surviving Spouse, or if the Participant has waived the spousal death benefit, as provided in Section 12.03, such Vested Account Balance will be paid to the Participant's designated Beneficiary. (b) The Surviving Spouse may elect to have distribution of the Vested Account Balance commence within the ninety (90) day period following the date of the Participant's death, or as otherwise provided under Section 11.04. The Account balance shall be adjusted for gains or losses occurring after the Participant's death in accordance with the provisions of the Plan governing the adjustment of Account balances for other types of distributions. 20 12.03 Waiver of Spousal Death Benefit. The Participant may waive the spousal death benefit described in Section 12.02 at any time; provided that no such waiver shall be effective unless: (a) the Participant's Spouse consents in writing to the election; (b) the election designates a specific Beneficiary, including any class of Beneficiaries or any contingent Beneficiaries, which may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal consent); (c) the Spouse's consent acknowledges the effect of the election; and (d) the Spouse's consent is witnessed by a Plan representative or notary public. If it is established to the satisfaction of a Plan representative that there is no Spouse or that the Spouse cannot be located, a waiver will be deemed to meet the requirements of this Section. Any consent by a Spouse obtained under this provision (or establishment that the consent of a Spouse may not be obtained) shall be effective only with respect to such Spouse. A consent that permits designations by the Participant without any requirement of further consent by such Spouse must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary, and a specific form of benefit where applicable, and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of benefits. The number of revocations shall not be limited. 12.04 Definitions. For the purposes of this Section, the following definitions shall apply: (a) (b) Vested Account Balance: The aggregate value of the Participant's vested Account balances derived from Employer and Employee contributions (including rollovers), whether vested before or upon death, including the proceeds of insurance contracts, if any, on the Participant's life. The provisions of this Article shall apply to a Participant who is vested in amounts attributable to Employer Contributions, Employee contributions (or both) at the time of death or distribution. XIII. LOANS TO PARTICIPANTS 13.01 Availability of Loans to Participants. (a) Spouse (Surviving Spouse): The Spouse or Surviving Spouse of the Participant, provided that a former Spouse will be treated as the Spouse or Surviving Spouse and a current Spouse will not be treated as the Spouse or Surviving Spouse to the extent provided under a qualified domestic relations order as described in section 414(p) of the Code; and If the Employer has elected in the Adoption Agreement 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 Plan 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. 13.02 Terms and Conditions of Loans to Participants. Any loan by the Plan to a Participant under Section 13.01 of the Plan shall satisfy the following requirements: (a) Availabili Loans shall be made available to all Participants on a reasonably equivalent basis. 21 (b) Nondiscrimination. Loans shall not be made to highly compensated Employees in an amount greater than the amount made available to other Employees. (c) Interest Rate. Loans must be adequately secured and bear a reasonable interest rate. (d) Loan Limit. No Participant loan shall exceed the present value of the Participant's Nonforfeitable Interest in his /her Account. (e) Foreclosure. In the event of default, foreclosure on the note and attachment of security will not occur until a distributable event occurs in the Plan. (f) Reduction ofAccount. Notwithstanding any other provision of this Plan, the portion of the Participant's vested 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 time of death or distribution, but only if the reduction is used as repayment of the loan. If less than one hundred percent (100 %) of the Participant's nonforfeitable Account balance (determined without regard to the preceding sentence) is payable to the surviving spouse, then the Account balance shall be adjusted by first reducing the nonforfeitable Account bal- ance by the amount of the security used as repayment of the loan, and then determining the benefit payable to the surviving spouse. (g) (i Amount of Loan. At the time the loan is made, the principal amount of the loan plus the outstanding balance (principal plus accrued interest) due on any other outstanding loans to the Participant or Beneficiary 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 (i) The highest outstanding balance of loans from the Plan during the one (1) year period ending on the day before the date on which the loan is made, over (ii) The outstanding balance of loans from the Plan on the date on which such loan is made; or (2) One -half (1/2) of the value of the Participant's Nonforfeitable Interest in all of his /her Accounts under this Plan (or $10,000, if greater, for loans prior to January 1, 2006). For the purpose of the above limitation, all loans from all qualified employer plans, including 457(b) plans, under Code section 72(p)(4) of the Code are aggregated. (h) 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 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. Length of Loan. The terms of any loan issued or renegotiated after December 31, 1993, shall require the Participant to repay the loan in substantially equal installments of principal and interest, at least quarterly (except as otherwise provided in Treasury Regulation section 1.72(p) -1, Q&A -9 for certain leave of absence and military leave), 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 after the loan is made as the princi- pal 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 22 and interest payments otherwise due may be suspended during an authorized leave of absence, if the promissory note so provides, but not beyond the original term permitted under this Subsection (i), with a revised payment schedule (within such term) instituted at the end of such period of suspension. If the Participant fails to make any installment payment, the Plan Administrator may, according to Treasury Regulation 1.72(p) -1, allow a cure period, which cure period cannot continue beyond the last day of the calendar quarter following the calendar quarter in which the required installment payment was due. (j) Prepayment. The Participant shall be permitted to repay the loan in whole or in part at any time prior to maturity, without penalty. (k) 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. (1) Securi The loan shall be secured by an assignment of that portion the Participant's right, title and interest in and to his /her Employer Contribution Account (to the extent vested), Participant Contribution Account, and Rollover Account that is equal to fifty percent (50 %) of the Participant's Account (to the extent vested). (m) (a) (b) Unless waived by a Participant, any plan loan that is outstanding on the date that active duty military service begins will accrue interest at a rate of no more than 6% during the period of military service in accordance with the provisions of the Servicemembers Civil Relief Act (SCRA), 50 USC App. § 526 and subject to the notice requirements contained therein. This limitation applies even if loan payments are suspended during the period of military service as permitted under the Plan and Treasury regulations. Assignment or Pledge. For the purposes of paragraphs (h) and (i), 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. (n) Spousal Consent. If the Employer elected the QJSA Election in the Adoption Agreement, the Participant must first obtain his or her spouse's notarized consent to the loan. (o) 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 401(a) 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 fix other terms and conditions of the loan, not inconsistent with the provisions of this Article. 13.03 Participant Loan Accounts. 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. 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 13.01 of the Plan or in cash. Uninvested cash balances in a Participant's Loan Account shall not bear interest. No person who is otherwise a fiduciary of the Plan 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 repay- ment cannot be made by payroll deduction, by check, and shall be invested in one (1) or more other 23 (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. XIV. PLAN AMENDMENT, TERMINATION AND OPTIONAL PROVISIONS 14.01 Amendment by Employer. The Employer reserves the right, subject to Section 14.02 of the Plan, to amend the Plan from time to time by either: (a) (b) investment funds, in accordance with Section 6.05 of the Plan, as of the next Accounting Date after payment thereof to the Trust. The amount so invested shall be deducted from the Participant's Loan Account. Filing an amended Adoption Agreement to change, delete, or add any optional provision; or Continuing the Plan in the form of an amended and restated Plan and Trust. No amendment to the Plan shall be effective to the extent that it has the effect of decreasing a Participant's accrued benefit. Notwithstanding the preceding sentence, a Participant's Account balance may be reduced to the extent permitted under section 412(c)(8) of the Code. For purposes of this paragraph, a Plan amendment which has the effect of decreasing a Participant's Account balance or eliminating an optional form of benefit, with respect to benefits attributable to service before the amendment shall be treated as reducing an accrued benefit. Furthermore, if the vesting schedule of the Plan is amended, in the case of an Employee who is a Participant as of the later of the date such amendment is adopted or the date it becomes effective, the nonforfeitable percentage (determined as of such date) of such Employee's right to his /her Employer- derived accrued benefit will not be less than his percentage computed under the plan without regard to such amendment. No amendment to the Plan shall be effective to eliminate or restrict an optional form of benefit. The preceding sentence shall not apply to a Plan amendment that eliminates or restricts the ability of a Participant to receive payment of his or her Account balance under a particular optional form of benefit if the amendment provides a single -sum distribution form that is otherwise identical to the optional form of benefit being eliminated or restricted. For this purpose, a single -sum distribution form is otherwise identical only if the single -sum distribution form is identical in all respects to the eliminated or restricted optional form of benefit (or would be identical except that it provides greater rights to the Participant) except with respect to the timing of payments after commencement. The Employer may (1) change the choice of options in the Adoption Agreement, (2) add overriding language in the Adoption Agreement when such language is necessary to satisfy sections 415 or 416 of the Code because of the required aggregation of multiple plans, (3) amend administrative provisions of the trust or custodial document in the case of a nonstandardized plan and make more limited amendments in the case of a standardized plan such as the name of the plan, employer, trustee or custodian, plan administrator and other fiduciaries, the trust year, and the name of any pooled trust in which the Plan's trust will participate, (4) add certain sample or model amendments published by the Internal Revenue Service or other required good faith amendments which specifically provide that their adoption will not cause the plan to be treated as individually designed, and (5) add or change provisions permitted under the Plan and /or specify or change the effective date of a provision as permitted under the Plan and correct obvious and unambiguous typographical errors and /or cross - references that merely correct a reference but that do not in any way change the original intended meaning of the provisions. 14.02 Amendment of Vesting Schedule. If the Plan's vesting schedule is amended, or the Plan is amended in any way that directly or indirectly affects the computation of the Participant's nonforfeitable percentage, each Participant may elect, within a reasonable period after the adoption of the amendment or change, to have the nonforfeitable percentage computed under the Plan without regard to such amendment or change. 24 The period during which the election may be made shall commence with the date the amendment is adopted or deemed to be made and shall end on the latest of: (a) Sixty (60) days after the amendment is adopted; (b) Sixty (60) days after the amendment becomes effective; or (c) Sixty (60) days after the Participant is issued written notice of the amendment by the Employer or Plan Administrator. 14.03 Termination by Employer. The Employer reserves the right to terminate this Plan. However, in the event of such termination no part of the Trust shall be used or diverted to any purpose other than for the exclusive benefit of the Participants or their Beneficiaries, except as provided in this Section. Upon Plan termination or partial termination, all Account balances shall be valued at their fair market value and the Participant's right to his /her Employer Contribution Account shall be one hundred percent (100 %) vested and nonforfeitable. Such amount and any other amounts held in the Participant's other Accounts shall be maintained for the Participant until paid pursuant to the terms of the Plan. Any amounts held in a suspense account, after all liabilities of the Plan to Participants and Beneficiaries have been satisfied or provided for, shall be paid to the Employer in accordance with the Code and regulations thereunder. In the event that the Commissioner of Internal Revenue determines that the Plan is not initially qualified under the Internal Revenue Code, any contribution made by the Employer incident to that initial qualification must be returned to the Employer within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Employer's return for the year in which the Plan is adopted, or such later date as the Secretary of the Treasury may prescribe. 14.04 Discontinuance of Contributions. A permanent discontinuance of contributions to the Plan by the Employer, unless an amended and restated Plan is established, shall constitute a Plan termination. In the event of a complete discontinuance of contributions under the Plan, the Account balance of each affected Participant shall be nonforfeitable. 14.05 Amendment by Plan Administrator. The Plan Administrator may amend this Plan upon thirty (30) days written notification to the Employer; provided, however, that any such amendment must be for the express purpose of maintaining compliance with applicable federal laws and regulations of the Internal Revenue Service. 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 hereunder. 14.06 Optional Provisions. Any provision which is optional under this Plan shall become effective if and only if elected by the Employer and agreed to by the Plan Administrator. XV. ADMINISTRATION 15.01 Powers of the Employer. The Employer shall have the following powers and duties: (a) To appoint and remove, with or without cause, the Plan Administrator; (b) To amend or terminate the Plan pursuant to the provisions of Article XIV; (c) To appoint a committee to facilitate administration of the Plan and communications to Participants; 25 (d) To decide all questions of eligibility (1) for Plan participation, and (2) upon appeal by any Participant, Employee or Beneficiary, for the payment of benefits; (e) To engage an independent qualified public accountant, when required to do so by law, to prepare an- nually the audited financial statements of the Plan's operation; (f) (g) 15.02 Duties of the Plan Administrator. The Plan Administrator shall have the following powers and duties: (a) (b) To maintain and provide such returns, reports, schedules, descriptions, and individual Account statements, as are required by law within the times prescribed by law; and to furnish to the Employer, upon request, copies of any or all such materials, and further, to make copies of such instruments, reports, descriptions, and statements as are required by law available for examination by Participants and such of their Beneficiaries who are or may be entitled to benefits under the Plan in such places and in such manner as required by law; (c) To obtain from the Employer such information as shall be necessary for the proper administration of the Plan; (d) To determine the amount, manner, and time of payment of benefits hereunder; (e) (g) (f) To distribute assets of the Trust to each Participant and Beneficiary in accordance with Article X of the Plan; To pay expenses from the Trust pursuant to Section 6.03 of the Plan; and To do such other acts reasonably required to administer the Plan in accordance with its provisions or as may be provided for or required by law. (h) To take all actions and to communicate to the Plan Administrator in writing all necessary information to carry out the terms of the Plan and Trust; and To notify the Plan Administrator in writing of the termination of the Plan. To construe and interpret the provisions of the Plan; To appoint and retain such agents, counsel, and accountants for the purpose of properly administer- ing the Plan; 15.03 Protection of the Employer. The Employer shall not be liable for the acts or omissions of the Plan Administrator, but only to the extent that such acts or omissions do not result from the Employer's failure to provide accurate or timely information as required or necessary for proper administration of the Plan. 15.04 Protection of the Plan Administrator. The Plan Administrator may rely upon any certificate, notice or direction purporting to have been signed on behalf of the Employer which the Plan Administrator believes to have been signed by a duly designated official of the Employer. 15.05 Resignation or Removal of Plan Administrator. The Plan Administrator may resign at any time effective upon sixty (60) days prior written notice to the Employer. The Plan Administrator may be removed by the Employer at any time upon sixty (60) days prior written notice to the Plan Administrator. Upon the 26 15.06 No Termination Penalty. The Plan Administrator shall have no authority or discretion to impose any termination penalty upon its removal. resignation or removal of the Plan Administrator, the Employer may appoint a successor Plan Administrator; failing such appointment, the Employer shall assume the powers and duties of Plan Administrator. Upon the resignation or removal of the Plan Administrator, any Trust assets invested by or held in the name of the Plan Administrator shall be transferred to the trustee in cash or property, at fair market value, except that the return of Trust assets invested in a contract issued by an insurance company shall be governed by the terms of that contract. 15.07 Decisions of the Plan Administrator. All constructions, determinations, and interpretations made by the Plan Administrator pursuant to Section 15.02(a) or (d) or by the Employer pursuant to Section 15.01(d) shall be final and binding on all persons participating in the Plan, given deference in all courts of law to the greatest extent allowed by applicable law, and shall not be overturned or set aside by any court of law unless found to be arbitrary or capricious, or made in bad faith. XVI. MISCELLANEOUS 16.01 Nonguarantee of Employment Nothing contained in this Plan shall be construed as a contract of employment between the Employer and any Employee, or as a right of an Employee to be continued in the employment of the Employer, as a limitation of the right of the Employer to discharge any of its Employees, with or without cause. 16.02 Rights to Trust Assets. No Employee or Beneficiary shall have any right to, or interest in, any assets of the Trust upon termination of his /her employment or otherwise, except as provided from time to time under this Plan, and then only to the extent of the benefits payable under the Plan to such Employee or Beneficiary out of the assets of the Trust. All payments of benefits as provided for in this Plan shall be made solely out of the assets of the Trust and none of the fiduciaries shall be liable therefor in any manner. 16.03 Nonalienation of Benefits. Except as provided in Section 16.04 of the Plan, benefits payable under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, prior to actually being received by the person entitled to the benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder, shall be void. The Trust shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits hereunder. 16.04 Qualified Domestic Relations Order. Notwithstanding Section 16.03 of the Plan, amounts may be paid with respect to a Participant pursuant to a domestic relations order, but if and only if the order is determined to be a qualified domestic relations order within the meaning of section 414(p) of the Code or any domestic relations order entered before January 1, 1985. 16.05 Nonforfeitability of Benefits. Subject only to the specific provisions of this Plan, nothing shall be deemed to deprive a Participant of his /her right to the Nonforfeitable Interest to which he /she becomes entitled in accord- ance with the provisions of the Plan. 16.06 Incompetency of Payee. In the event any benefit is payable to a minor or incompetent, to a person otherwise under legal disability, or to a person who, in the sole judgment of the Employer, is by reason of advanced age, illness, or other physical or mental incapacity incapable of handling the disposition of his /her property, the Employer may apply the whole or any part of such benefit directly to the care, comfort, maintenance, sup- port, education, or use of such person or pay or distribute the whole or any part of such benefit to: (a) The parent of such person; 27 (b) The guardian, committee, or other legal representative, wherever appointed, of such person; (c) The person with whom such person resides; (d) Any person having the care and control of such person; or (e) Such person personally. The receipt of the person to whom any such payment or distribution is so made shall be full and complete dis- charge therefor. 16.07 Inability to Locate Payee. Anything to the contrary herein notwithstanding, if the Employer is unable, after reasonable effort, to locate any Participant or Beneficiary to whom an amount is payable hereunder, such amount shall be forfeited and held in the Trust for application against the next succeeding Employer Contribution or contributions required to be made hereunder. Notwithstanding the foregoing, however, such amount shall be reinstated, by means of an additional Employer contribution, if and when a claim for the forfeited amount is subsequently made by the Participant or Beneficiary or if the Employer receives proof of death of such person, satisfactory to the Employer. To the extent not inconsistent with applicable law, any benefits lost by reason of escheat under applicable state law shall be considered forfeited and shall not be reinstated. 16.08 Mergers, Consolidations, and Transfer of Assets. The Plan shall not be merged into or consolidated with any other plan, nor shall any of its assets or liabilities be transferred into any such other plan, unless each Par- ticipant in the Plan would (if the Plan then terminated) receive a benefit immediately after the merger, con- solidation, or transfer that is equal to or greater than the benefit he /she would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated). 16.09 Employer Records. Records of the Employer as to an Employee's or Participant's Period of Service, termina- tion of service and the reason therefor, leaves of absence, reemployment, Earnings, and Compensation will be conclusive on all persons, unless determined to be incorrect. 16.10 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. 16.11 Applicable Law. The Plan shall be construed under the laws of the State where the Employer is located, except to the extent superseded by federal law. The Plan is established with the intent that it meets the requirements under the Code. The provisions of this Plan shall be interpreted in conformity with these requirements. In the event of any conflict between the Plan and a policy or contract issued hereunder, the Plan provisions shall control; provided, however, no Plan amendment shall supersede an existing policy or contract unless such amendment is required to maintain qualification under section 401(a) and 414(d) of the Code. XVII. SPOUSAL BENEFIT REQUIREMENTS 17.01 Application. Effective as of January 1, 2006, where elected by the Employer in the Adoption Agreement (the "QJSA Election "), the provisions of this Article shall take precedence over any conflicting provision in this Plan. If elected, the provisions of this Article shall apply to any Participant who is credited with any Period of Service with the Employer on or after August 23, 1984, and such other Participants as provided in Section 17.05. 17.02 Qualified Joint and Survivor Annuity. Unless an optional form of benefit is selected pursuant to a Qualified Election within the ninety (90) day period ending on the Annuity Starting Date, a married Participant's Vested Account Balance will be paid in the form of a Qualified Joint and Survivor Annuity and an unmarried 28 Participant's Vested Account Balance will be paid in the form of a Straight Life Annuity. The Participant may elect to have such annuity distributed upon the attainment of the Earliest Retirement Age under the Plan. 17.03 Qualified Preretirement Survivor Annuity. If a Participant dies before the Annuity Starting Date, then fifty percent (50 %) of the Participant's Vested Account Balance shall be applied toward the purchase of an annuity for the life of the Surviving Spouse; the remaining portion shall be paid to such Beneficiaries (which may include such Spouse) designated by the Participant. Notwithstanding the foregoing, the Participant may waive the spousal annuity by designating a different Beneficiary within the Election Period pursuant to a Qualified Election. To the extent that less than one hundred percent (100 %) of the vested Account balance is paid to the Surviving Spouse, the amount of the Participant's Account derived from Employee contributions will be allocated to the Surviving Spouse in the same proportion as the amount of the Participant's Account derived from Employee contributions is to the Participant's total Vested Account Balance. The Surviving Spouse may elect to have such annuity distributed within a reasonable period after the Participant's death. Further, such Spouse may elect to receive any death benefit payable to him /her hereunder in any of the forms available to the Participant under Section 11.02. 17.04 Notice Requirements. (a) In the case of a Qualified Joint and Survivor Annuity as described in Section 17.02, the Plan Admin- istrator shall, no less than thirty (30) days and no more than ninety (90) days prior to the Annuity Starting Date, provide each Participant a written explanation of: (i) the terms and conditions of a Qualified Joint and Survivor Annuity; (ii) the Participant's right to make and the effect of an election to waive the Qualified Joint and Survivor Annuity form of benefit; (iii) the rights of a Participant's Spouse; and (iv) the right to make, and the effect of, a revocation of a previous election to waive the Qualified Joint and Survivor Annuity. However, if the Participant, after having received the written explanation, affirmatively elects a form of distribution and the Spouse consents to that form of distribution (if necessary), benefit payments may commence less than 30 days after the written explanation was provided to the Participant, provided that the following requirements are met: (1) (3) The Plan Administrator provides information to the Participant clearly indicating that the Participant has a right to at least 30 days to consider whether to waive the Qualified Joint and Survivor Annuity and consent to a form of distribution other than a Qualified Joint and Survivor Annuity; (2) The Participant is permitted to revoke an affirmative distribution election at least until the Annuity Starting Date, or if later, at any time prior to the expiration of the 7 -day period that begins the day after the explanation of the Qualified Joint and Survivor Annuity is provided to the Participant; The Annuity Starting Date is after the date that the explanation of the Qualified Joint and Survivor Annuity is provided to the Participant; and (4) Distribution in accordance with the affirmative election does not commence before the expiration of the 7 -day period that begins after the day after the explanation of the Qualified Joint and Survivor Annuity is provided to the Participant. (b) In the case of a Qualified Preretirement Survivor Annuity as described in Section 17.03, the Plan Administrator shall provide each Participant within the applicable period for such Participant a writ- ten explanation of the Qualified Preretirement Survivor Annuity in such terms and in such manner as would be comparable to the explanation provided for meeting the requirements of Subsection (a) applicable to a Qualified Joint and Survivor Annuity. The applicable period for a Participant is whichever of the following periods ends last: (i) the period beginning with the first day of the Plan Year in which the Participant attains age thirty -two (32) 29 and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age thirty-five (35); (ii) a reasonable period ending after the individual becomes a Participant; (iii) a reasonable period ending after Subsection (c) ceases to apply to the Participant; (iv) a reasonable period ending after this Article first applies to the Participant. Notwithstanding the foregoing, notice must be provided within a reasonable period ending after separation from service in the case of a Participant who separates from service before attaining age thirty-five (35). For purposes of applying the preceding paragraph, a reasonable period ending after the enumerated events described in (ii), (iii) and (iv) is the end of the two (2) year period beginning one (1) year prior to the date the applicable event occurs, and ending one (1) year after that date. In the case of a Participant who separates from service before the Plan Year in which age thirty-five (35) is attained, notice shall be provided within the two (2) year period beginning one (1) year prior to separation and ending one (1) year after separation. If such a Participant thereafter returns to employment with the Employer, the applicable period for such Participant shall be redetermined. (c) Notwithstanding the other requirements of this Section, the respective notices prescribed by this Section need not be given to a Participant if (1) the Plan "fully subsidizes" the costs of a Qualified Joint and Survivor Annuity or Qualified Preretirement Survivor Annuity, and (2) the Plan does not allow the Participant to waive the Qualified Joint and Survivor Annuity or Qualified Preretirement Survivor Annuity and does not allow a married Participant to designate a non - Spouse Beneficiary. For purposes of this Subsection (c), a plan fully subsidizes the costs of a benefit if no increase in cost or decrease in benefits to the Participant may result from the Participant's failure to elect another benefit. 17.05 Definitions. For the purposes of this Section, the following definitions shall apply: (a) Annuity Starting Date: The first day of the first period for which an amount is paid as an annuity or any other form. (b) Election Period: The period which begins on the first day of the Plan Year in which the Participant attains age thirty-five (35) and ends on the date of the Participant's death. If a Participant separates from service prior to the first day of the Plan Year in which age thirty-five (35) is attained, with respect to the Account balance as of the date of separation, the Election Period shall begin on the date of separation. Pre - age thirty (35) waiver: A Participant who will not yet attain age thirty-five (35) as of the end of any current Plan Year may make a special Qualified Election to waive the Qualified Preretirement Survivor Annuity for the period beginning on the date of such election and ending on the first day of the Plan Year in which the Participant will attain age thirty-five (35). Such election shall not be valid unless the Participant receives a written explanation of the Qualified Preretirement Survivor Annuity in such terms as are comparable to the explanation required under Section 17.04(a). Qualified Preretirement Survivor Annuity coverage will be automatically reinstated as of the first day of the Plan Year in which the Participant attains age thirty-five (35). Any new waiver on or after such date shall be subject to the full requirements of this Article. (c) Earliest Retirement Age: The earliest date on which, under the Plan, the Participant could elect to receive retirement benefits. (d) Qualified Election: A waiver of a Qualified Joint and Survivor Annuity or a Qualified Preretirement Survivor Annuity. Any waiver of a Qualified Joint and Survivor Annuity or a Qualified Preretirement Survivor Annuity shall not be effective unless: (a) the Participant's Spouse consents in writing to the election; (b) the election designates a specific Beneficiary, including any class of Beneficiaries or any contingent Beneficiaries, which may not be changed without spousal consent (or the Spouse 30 (e) (g) (h) expressly permits designations by the Participant without any further spousal consent); (c) the Spouse's consent acknowledges the effect of the election; and (d) the Spouse's consent is witnessed by a Plan representative or notary public. Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity shall not be effective unless the election designates a form of benefit payment which may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further Spousal consent). If it is established to the satisfaction of a Plan representative that there is no Spouse or that the Spouse cannot be located, a waiver will be deemed a Qualified Election. Any consent by a Spouse obtained under this provision (or establishment that the consent of a Spouse may not be obtained) shall be effective only with respect to such Spouse. A consent that permits designations by the Participant without any requirement of further consent by such Spouse must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary, and a specific form of benefit where applicable, and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of benefits. The number of revocations shall not be limited. No consent obtained under this provision shall be valid unless the Participant has received notice as provided in Section 17.04. Qualified Joint and Survivor Annui An immediate annuity for the life of the Participant with a survivor annuity for the life of the Spouse which is fifty percent (50 %) of the amount of the annuity which is payable during the joint lives of the Participant and the Spouse and which is the amount of benefit which can be purchased with the Participant's Vested Account Balance. (f) Spouse (Surviving Spouse): The Spouse or Surviving Spouse of the Participant, provided that a former Spouse will be treated as the Spouse or Surviving Spouse and a current Spouse will not be treated as the Spouse or Surviving Spouse to the extent provided under a qualified domestic relations order as described in section 414(p) of the Code. Straight Life Annuity: An annuity payable in equal installments for the life of the Participant that terminates upon the Participant's death. Vested Account Balance: The aggregate value of the Participant's vested Account balances derived from Employer and Employee contributions (including rollovers), whether vested before or upon death, including the proceeds of insurance contracts, if any, on the Participant's life. The provisions of this Article shall apply to a Participant who is vested in amounts attributable to Employer Contributions, Employee contributions.( or both) at the time of death or distribution. 17.06 Annuity Contracts. Where benefits are to be paid in the form of a life annuity pursuant to the terms of this Article, a nontransferable annuity contract shall be purchased from a life insurance company and distributed to the Participant or Surviving Spouse, as applicable. The terms of any annuity contract purchased and distributed by the Plan shall comply with the requirements of this Plan and section 417 of the Code. 31 (a) (a) (c) 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 Revenue Ruling 81- 100, 1981 -1 C.B. 326, and is established as a common trust fund within the meaning of Section 391:1 of Tide 35 of the New Hampshire Revised Statutes Annotated, to accept and hold for investment 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: 1. Incorporation ofICMA Declaration by Reference; ICMA By - Laws. Except as otherwise provided in this Group Trust Agreement, and to the extent not inconsistent herewith, all provisions of the ICMA Declaration are incorporated herein by reference and made a part hereof, to be read by substituting the Group Trust for the Retirement 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 -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: any reporting, distribution, or other obligation of the Group Trust vis - -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 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, but not limited to, resignation and removal) shall be interpreted in a manner consistent with the appointment of a single corporate trustee. 2. Compliance with Revenue Procedure 81 - 100. The requirements of Revenue Procedure 81 -100 are applicable to the Group Trust as follows: 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. 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. 1 3. Governing Law. Except as othenvise required by federal, state or local law, this Declaration of (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 appropriate 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 By: Name: Paul F. Gallagher Title: Secretary (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. 2 THIS PAGE INTENTIONALLY LEFT BLANK 3 ICMA. RC Services LEC, a wholly owned broker-dealer subsidiary of ICMA -RC, member NASD /SIPC. icC AUN: NEW BUSINESS UNIT ANALYST P.O. BOX 96220 WASHINGTON, DC 20090 -6220 1 -800 -669 -7400 WWW.[CMARC ORG EN ESPANOL LLAME AL 1- 800 -669 -8216 BKT000- 015 - 200610 -452 ICMA RETIREMENT CORPORATION GOVERNMENTAL MONEY PURCHASE PLAN & TRUST AMENDMENT FOR POST - EGTRRA LEGISLATIVE AND REGULATORY CHANGES Pursuant to Section 14.05 of the ICMA Retirement Corporation Governmental Money - Purchase Plan & Trust (the "Plan") and Section 5.01 of Revenue Procedure 2005 -16, 2005 -1 C.B. 674, ICMA Retirement Corporation, as Plan Administrator, hereby adopts this Amendment on behalf of all adopting Employers to add a new Appendix A as follows, effective as provided therein. 1.01 Applicability. This Appendix memorializes the operation of the Plan in accordance with the following legislative and regulatory items. (a) Pension Protection Act of 2006; (b) Final Treasury Regulations under Code section 415; (c) Emergency Economic Stabilization Act of 2008; (d) Worker, Retiree, and Employer Recovery Act of 2008; (e) Katrina Emergency Tax Relief Act of 2005; and (f) Gulf Opportunity Zone Act of 2005. 1.02 Superseding of Inconsistent Provisions. This Appendix supersedes the provisions of the Plan and Adoption Agreement to the extent those provisions are inconsistent with the provisions of this Appendix. 1.03 Construction. Except as otherwise provided herein, any reference to "Section" in this Appendix refers only to sections within this Appendix and is not a reference to the Plan. The Article and Section numbering in this Appendix is solely for purposes of this Appendix and does not relate to any Plan article, section, or other numbering designations. 2.01 Background. On August 17, 2006, the Pension Protection Act, Pub. L. No. 109 -280 ( "PPA "), became law. It amended the Code to provide for a number of changes with regard to Code section 401(a) plans. This Article incorporates the relevant provisions of PPA into the Plan. 2.02 Required Notice for Participant Distributions. With respect to any distribution notice and election form that is, under the terms of the Plan, to be delivered 90 days before the date as of which a distribution is to be made, the window for giving Participants such distribution notices and election forms shall be extended to 180 days before the date as of which a distribution is to commence. This Section 2.02 shall be effective for calendar years beginning after December 31, 2006. 2.03 Rollover by a Non - Spouse Designated Beneficiary. Appendix A ARTICLE I PREAMBLE ARTICLE II PENSION PROTECTION ACT OF 2006 (a) Unless otherwise elected by the Employer, for Plan Years beginning after December 31, 2006 but on or before December 31, 2009, a non - spouse Beneficiary who qualifies as a "designated beneficiary" under Code section 401(a)(9)(E) may establish an individual retirement plan that will be treated as an Inherited IRA pursuant to the 1 provisions of Code section 402(c) (11) into which all or a portion of a death benefit distribution from this Plan can be transferred directly. A trust maintained for the benefit of one or more designated beneficiaries shall be treated in the same manner as a designated beneficiary. (b) Notwithstanding the election made in subsection (a), for Plan Years beginning after December 31, 2009, a non - spouse Beneficiary who qualifies as a "designated beneficiary" under Code section 401(a)(9)(E) may establish an individual retirement plan that will be treated as an Inherited IRA pursuant to the provisions of Code section 402(c)(11) into which all or a portion of a death benefit distribution from this Plan can be transferred directly. A trust maintained for the benefit of one or more designated beneficiaries shall be treated in the same manner as a designated beneficiary. (c) Notwithstanding anything herein to the contrary, a death benefit distribution shall not be eligible for transfer to an Inherited IRA to the extent such distribution is a required minimum distribution under Code section 401(a) (9). 2.04 In Service Distributions. If elected by the Employer, in- service distributions may be made beginning after June 1, 2009 to a Participant who has attained normal retirement age or an alternate age elected by the Employer, and who has not yet incurred a severance from employment. Important Note to Employers: The earliest date that a Plan may allow for in- service distributions is the earlier of (i) age 62, and (ii) the Normal Retirement Age for the Plan. 2.05 Normal Retirement Age. The age elected by the Employer in the Adoption Agreement. Important Note to Employers: Normal Retirement Age is significant for determining the earliest date at which the Plan may allow for in- service distributions. Normal Retirement Age also defines the latest date at which a Participant must have a fully vested right to his /her Account. There are IRS rules that limit the age that may be specified as the Plan's Normal Retirement Age. The Normal Retirement Age cannot be earlier than what is reasonably representative of the typical retirement age for the industry in which the covered workforce is employed. An age under 55 is presumed not to satisfy this requirement, unless the Commissioner of Internal Revenue determines that the facts and circumstances show otherwise. Whether an age between 55 and 62 satisfies this requirement depends on the facts and circumstances, but an Employer's good faith, reasonable determination will generally be given deference. A special rule, however, applies in the case of a plan where substantially all of the participants in the plan are qualified public safety employees within the meaning of section 72(t)(10)(B) of the Code, in which case an age of 50 or later is deemed not to be earlier than the earliest age that is reasonably representative of the typical retirement age for the industry in which the covered workforce is employed. 2.06 Distributions for Health and Long - Term Care Insurance for Public Safety Officers. (a) If elected by the Employer, for Plan Years beginning after December 31, 2006, Eligible Retired Public Safety Officers may elect after separation from service to have up to $3,000 distributed tax -free annually from the Plan in order to pay for Qualified Health Insurance Premiums for an accident or health plan (including a self - insured plan) or a qualified long-term care insurance contract. The Plan shall make such distributions directly to the provider of the accident or health plan or qualified long -term care insurance contract. (b) The term "Eligible Retired Public Safety Officer" means an individual who, by reason of disability or attainment of normal retirement age, is separated from service as a Public Safety Officer with the Employer who maintains the eligible retirement plan from which distributions pursuant to this Section are made. The term "Public Safety Officer" has the same meaning given such term by section 1204(9)(A) of the Omnibus Crime Control and Safe Streets Act of 1968. (c) The term "Qualified Health Insurance Premiums" means premiums for coverage for the Eligible Retired Public Safety Officer, his spouse, and dependents, by an accident or health insurance plan or qualified long-term care insurance contract (as defined in Code section 7702(B)). 2 2.07 Rollovers to Roth IRAs. Effective for distributions after December 31, 2007, a Participant may elect to have any portion of an Eligible Rollover Distribution paid directly to a Roth IRA described in Code section 408A. 3.01 Background. On April 5, 2007, Treasury issued final regulations under section 415 of the Code. The regulations amend the permitted definitions of Compensation for purposes of determining maximum permitted contributions. This Article incorporates the relevant provisions of the final 415 regulations into the Plan. 3.02 Relationship Between "Compensation" and "Earnings ". One of the limitations on contributions under section 415 of the Code is 100% of Compensation. This Article modifies the definition of Compensation to reflect the final 415 regulations. It does not modify the definition of Earnings, which is the term used under the Plan to determine Plan contributions and is not affected by this Article. 3.03 Effective Date. This Article is effective for Limitation Years that begin more than ninety (90) days after the close of the first regular legislative session of the legislative body with authority to amend the Plan that begins on or after July 1, 2007. 3.04 Definition of Compensation. ARTICLE III FINAL SECTION 415 REGULATIONS (a) Generally. For purposes of Article V of the Plan, Compensation includes a Participant's wages, salaries, fees for professional services, and other amounts received (without regard to whether an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer, to the extent that the amounts are includible in gross income (or to the extent amounts would have been received and includible in gross income but for an election under Code section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b)). These amounts include, but are not limited to, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan as described in Treas. Reg. section 1.62 -2(c). (b) Not Included. Notwithstanding the foregoing, Compensation does not include: (i) Contributions (other than elective contributions described in Code section 402(e)(3), 408(k)(6), 408(p)(2)(A)(i), or 457(b)) made by the Employer to a plan of deferred compensation (including a simplified employee pension described in Code section 408(k) or a simple retirement account described in Code section 408(p), and whether or not qualified) to the extent that the contributions are not includible in the gross income of the Participant for the taxable year in which contributed. In addition, any distributions from a plan of deferred compensation (whether or not qualified) are not considered as Compensation for Code section 415 purposes, regardless of whether such amounts are includible in the gross income of the Participant when distributed. (ii) Other amounts that receive special tax benefits, such as premiums for group -term life insurance (but only to the extent that the premiums are not includible in the gross income of the Participant and are not salary reduction amounts that are described in Code section 125). (iii) Other items of remuneration that are similar to the items listed in subparagraph (i) or (ii) of this subsection (b). 3.05 Compensation Paid After Severance from Employment. Compensation shall be adjusted as set forth herein for the following types of compensation paid after a Participant's severance from employment (as determined under section 415 of the Code and the regulations thereunder) with the Employer. Any payment that is not described in subsection (a), (b), (c), or (d) of this Section is not considered Compensation within the meaning of section 415 of the Code if paid after severance from employment with the Employer. (a) Regular Pay. Compensation shall include regular pay after severance of employment if: 3 (i) (ii) The payment would have been paid to the Participant prior to a severance from employment if the Participant had continued in employment with the Employer; and (iii) Such amounts are paid: (b) Leave Cashouts. (i) (i) (i) The payment is regular compensation for services during the Participant's regular working hours, or compensation for services outside the Participant's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; 1. for Limitation Years beginning before January 1, 2009, within 21/2 months after severance from employment with the Employer maintaining the Plan; and 2. for Limitation Years beginning on or after January 1, 2009, by the later of 2 months after severance from employment with the Employer maintaining the Plan or by the end of the calendar year that includes the date of such severance from employment. For Limitation Years beginning before January 1, 2009, Compensation shall include payment for unused accrued bona fide sick, vacation, or other leave, but only if (i) the Participant would have been able to use the leave if employment had continued, (ii) such amounts are paid within 2 months after severance from employment with the Employer maintaining the Plan, and (iii) such amounts would be included in Compensation if the individual had continued to perform services for the Employer. (ii) For Limitation Years beginning on or after January 1, 2009, Compensation shall include payment for unused accrued bona fide sick, vacation, or other leave, but only if (i) the Participant would have been able to use the leave if employment had continued, (ii) such amounts are paid by the later of 2 months after severance from employment with the Employer maintaining the Plan or by the end of the calendar year that includes the date of such severance from employment, and (iii) such amounts would be included in Compensation if the individual had continued to perform services for the Employer. (c) Salary Continuation Payments for Military Service Participants. Compensation includes payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code section 414(u)(1)) to the extent: 1. Those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service; and 2. Those payments would be included in Compensation if the individual had continued to perform services for the Employer rather than entering qualified military service. (ii) Notwithstanding the foregoing, Compensation does not include distributions from this Plan to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code section 414(u)(1)). (d) Salary Continuation Payments for Disabled Participants. Compensation includes amounts paid to a Participant who is permanently and totally disabled (as defined in Code section 22(e)(3)) to the extent: 1. Salary continuation applies to all Participants who are permanently and totally disabled for a fixed or determinable period or the Participant was not a highly compensated employee (as defined in Code section 414(q)) immediately before becoming disabled. 2. Those amounts would be included in Compensation if the Participant had continued to perform services for the Employer. (ii) Notwithstanding the foregoing, Compensation does not include distributions from this Plan to a Participant who is permanently and totally disabled (as defined in Code section 22(e)(3)). 3.06 Administrative Delay Rule Does Not Apply. Compensation for a Limitation Year shall not include amounts earned but not paid during the Limitation Year solely because of the timing of pay periods and pay dates. 3.07 Definition of Annual Additions. The Plan's definition of "Annual Additions" is modified as follows: (a) Restorative Payments. Annual Additions for purposes of Code section 415 shall not include restorative payments. For this purpose, restorative payments are payments made to restore losses to a plan resulting from actions by a fiduciary for which there is reasonable risk of liability for breach of a fiduciary duty under applicable federal or state law, where Participants who are similarly situated are treated similarly with respect to the payments. Generally, payments to a defined contribution plan are restorative payments only if the payments are made in order to restore some or all of the plan's losses due to an action (or a failure to act) that creates a reasonable risk of liability for such a breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the plan). This includes payments to a plan made pursuant to a court - approved settlement to restore losses to a qualified defined contribution plan on account of the breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the plan). Payments made to a plan to make up for losses due merely to market fluctuations and other payments that are not made on account of a reasonable risk of liability for breach of a fiduciary duty are not restorative payments and generally constitute contributions that give rise to Annual Additions. (b) Other Amounts. Annual Additions for purposes of Code section 415 shall not include (i) the direct transfer of a benefit or employee contributions from a qualified plan to this Plan; (ii) rollover contributions (as described in Code sections 401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (iii) repayments of loans made to a Participant from the Plan; (iv) repayments of amounts described in Code section 411(a)(7)(B) (in accordance with Code sections 411(a)(7)(C)) and 411(a)(3)(D) or repayment of contributions to a governmental plan (as defined in Code section 414(d)) as described in Code section 415(k) (3), as well as Employer restorations of benefits that are required pursuant to such repayments; (v) Employee Contributions to a qualified cost of living arrangement within the meaning of Code section 415(k)(2)(B); (vi) catch -up contributions made in accordance with section 414(v) and §1.414(v)-1 and (vii) excess deferrals that are distributed in accordance with §1.402(g)- 1(e)(2) or (3). (c) Date of Employer Contributions. Notwithstanding anything in the Plan to the contrary, Employer Contributions are treated as credited to a Participant's account for a particular Limitation Year only if the contributions are actually made to the plan no later than the 15` day of the tenth calendar month following the end of the calendar year or fiscal year (as applicable, depending on the basis on which the Employer keeps its books) with or within which the particular Limitation Year ends. 3.08 Change of Limitation Year. The Limitation Year may only be changed by a Plan amendment. Furthermore, if the Plan is terminated effective as of a date other than the last day of the Plan's Limitation Year, then the Plan is treated as if the Plan had been amended to change its Limitation Year. 3.09 Excess Annual Additions. Notwithstanding any provision of the Plan to the contrary, if the Annual Additions (within the meaning of Code section 415) are exceeded for any Participant, then the Plan may only correct such excess in 5 accordance with the Employee Plans Compliance Resolution System ( "EPCRS ") as set forth in Revenue Procedure 2008 -50, 2008 -35 I.R.B. 464, or any superseding guidance, including, but not limited to, the preamble of the final Code section 415 regulations. 3.10 Aggregation and Disaggregation of Plans. (a) For purposes of applying the limitations of Code section 415, all defined contribution plans (without regard to whether a plan has been terminated) ever maintained by the Employer (or a "predecessor employer ") under which the Participant receives Annual Additions are treated as one defined contribution plan. The "Employer" means the Employer that adopts this Plan and any other entity which the Employer determines, based on a reasonable, good faith interpretation of existing law in accordance with Notice 89 -23, 1989 -1 C.B. 654, as modified by Notice 96 -64, 1996 -2 C.B. 229, should be aggregated for purposes of applying the limitations of Code section 415. For purposes of this Section: A former employer is a "predecessor employer" with respect to a Participant if the Employer maintains a plan under which the Participant had accrued a benefit while performing services for the former employer, but only if that benefit is provided under the plan maintained by the Employer. For this purpose, the formerly affiliated plan rules in Treas. Reg. section 1.415(f)- 1(b)(2) apply as if the Employer and predecessor employer constituted a single employer under the rules described in Treas. Reg. section 1.415(a)- 1(f)(1) and (2) immediately prior to the cessation of affiliation (and as if they constituted two, unrelated employers under the rules described in Treas. Reg. section 1.415(a) -1(f) (1) and (2) immediately after the cessation of affiliation) and cessation of affiliation was the event that gives rise to the predecessor employer relationship, such as a transfer of benefits or plan sponsorship. (ii) With respect to an Employer, a former entity that antedates the Employer is a "predecessor employer" with respect to a Participant if, under the facts and circumstances, the Employer constitutes a continuation of all or a portion of the trade or business of the former entity. (b) Midyear Aggregation. Two or more defined contribution plans that are not required to be aggregated pursuant to Code section 415(f) and the Treasury Regulations thereunder as of the first day of a Limitation Year do not fail to satisfy the requirements of Code section 415 with respect to a Participant for the Limitation Year merely because they are aggregated later in that Limitation Year, provided that no Annual Additions are credited to the Participant's account after the date on which the plans are required to be aggregated. (i) ARTICLE IV DEFINITION OF EARNINGS 4.01 Earnings Paid After Severance from Employment. Earnings for purposes of allocations under the Plan shall not include amounts paid after a Participant's severance from Employment with the Employer except as provided in this Section. (a) Leave Cashouts. Earnings shall include payment for unused accrued bona fide sick, vacation, or other leave, but only if (i) the Participant would have been able to use the leave if employment had continued, and (ii) such amounts are paid by the later of 2 months after severance from employment with the Employer maintaining the Plan or by the end of the calendar year that includes the date of such severance from employment. (b) Regular Pay. Earnings shall include regular pay after severance from employment if: (i) The payment is included in the Participant's W -2 earnings; (ii) The payment would have been paid to the Participant prior to a severance from employment if the Participant had continued in employment with the Employer; and 6 (iii) Such amounts are paid by the later of 2 months after severance from employment with the Employer maintaining the Plan or by the end of the calendar year that includes the date of such severance from employment. Notwithstanding anything to the contrary in this subsection (b), unless the Employer has specifically elected to include overtime compensation and bonuses in Earnings, Earnings shall exclude overtime compensation and bonuses paid after severance from employment. (c) Effective Date. This Article is effective for Plan Years beginning on or after January 1, 2009. Nonvithstanding anything to the contrary in this Article, for Plan Years beginning before January 1, 2009, the amounts specified in subsections (a) and (b) of this Section must be paid within 2 months after severance from employment with the Employer maintaining the Plan. ARTICLE V EMERGENCY ECONOMIC STABILIZATION ACT OF 2008 5.01 Background. On October 3, 2008, the Emergency Economic Stabilization Act of 2008, Pub. L. No. 110 -343 ( "EESA "), became law. With regard to retirement plans, EESA generally permits plans to allow repayments of certain prior qualified distributions for home purchases for participants affected by certain 2008 Midwestern severe storms, tornadoes, and flooding and to permit repayments of prior qualified distributions for home purchases. This Article incorporates the relevant provisions of EESA into the Plan. 5.02 Qualified Disaster Recovery Assistance Distributions and Repayment Thereof. The provisions relating to qualified disaster recovery assistance distributions and repayment thereof set forth in section 702 of EESA shall apply to the Plan. 5.03 Repayment of Prior Qualified Distributions for Home Purchases to Plan. The provisions relating to repayment of prior qualified distributions for home purchases set forth in section 702 of EESA shall apply to the Plan. ARTICLE VI WORKER, RETIREE, AND EMPLOYER RECOVERY ACT OF 2008 6.01 Background. On December 23, 2008, the Worker, Retiree, and Employer Recovery Act of 2008, Pub. L. No. 110- 458 ( "WRERA "), became law. WRERA amended Code section 401(a) (9) to suspend required minimum distributions for 2009. It is also possible that legislation will be enacted in the future that suspends required minimum distributions for 2010 or a later year. This Article incorporates the relevant provisions of WRERA into the Plan and describes the Plan terms that will apply in the event that required minimum distributions are suspended in a year subsequent to 2009. 6.02 Application of Minimum Distribution Requirements. The minimum distribution requirements of section 401(a) (9) of the Code shall only apply to the Plan to the extent that such requirements are applicable by law for a year. 6.03 Special Rule for Scheduled Installment Payments. All installment payments scheduled to be distributed to a Participant prior to the effective date of a suspension of the required minimum distribution provisions of Code section 401(a) (9) shall be distributed as scheduled unless the Participant affirmatively elects to have the payments stopped. Notwithstanding the foregoing, for purposes of this Section 6.03, the effective date of the suspension of the required minimum distribution provisions for 2009 shall be deemed January 6, 2009. 7 ARTICLE VII KATRINA EMERGENCY TAX RELIEF ACT OF 2005 AND GULF OPPORTUNITY ZONE ACT OF 2005 7.01 Background. On September 23, 2005, the Katrina Emergency Tax Relief Act of 2005, Pub. L. No. 109 -73 ( "KETRA "), became law, and on December 21, 2005, the Gulf Opportunity Zone Act of 2005, Pub. L. No. 109 -135 ( "GOZA "), became law. Generally, KETRA and GOZA permit plans to allow repayments of certain prior qualified distributions for home purchases for participants affected by Hurricanes Katrina, Rita, and /or Wilma. This Article incorporates the relevant provisions of KETRA and GOZA into the Plan. 7.02 Qualified Hurricane Distributions and Repayment Thereof. The provisions relating to qualified hurricane distributions and repayment thereof set forth in section 1400Q(a) of the Code shall apply to the Plan. 7.03 Repayment of Prior Qualified Distributions for Home Purchases to Plan. The provisions relating to repayment of prior qualified distributions for home purchases set forth in Code section 1400Q(b) shall apply to the Plan. 8 ADMINISTRATIVE SERVICES AGREEMENT Between ICMA Retirement Corporation and City of Dubuque Type: 401 Account #: 106876 ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement ( "Agreement "), made as of the day of , 2010 (herein referred to as the "Inception Date "), between the International City /County Management Association Retirement Corporation ( "ICMA -RC "), a nonprofit corporation organized and existing under the laws of the State of Delaware, and the City of Dubuque ( "Employer "), a city organized and existing under the laws of the State of Iowa with an office at 50 West 13 Street, Dubuque, Iowa 52001. RECITALS Plan number: 106876 Employer acts as a public plan sponsor for a retirement plan ( "Plan") with responsibility to obtain investment alternatives and services for employees participating in that Plan; VantageTrust (the "Trust ") is a common law trust governed by an elected Board of Trustees for the commingled investment of retirement funds held by various state and local governmental units for their employees; ICMA -RC acts as investment adviser to the Trust; ICMA -RC has designed, and the Trust offers, a series of separate funds (the "Funds ") for the investment of plan assets as referenced in the Trust's principal disclosure document, "Making Sound Investment Decisions: A Retirement Investment Guide." ( "Retirement Investment Guide "). The Funds are available only to public employers and only through the Trust and ICMA -RC. In addition to serving as invesli'ient adviser to the Trust, ICMA -RC provides a complete offering of services to public employers for the operation of employee retirement plans including, but not limited to, communications concerning investment alternatives, account maintenance, account record - keeping, investment and tax reporting, transaction processing, benefit disbursement, and asset management. 1. Appointment of ICMA -RC AGREEMENTS Employer hereby appoints ICMA -RC as Administrator of the Plan to perform all nondiscretionary functions necessary for the administration of the Plan with respect to assets in the Plan deposited with the Trust. The functions to be performed by ICMA -RC shall be those set forth in Exhibit A to this Agreement. 2 2. Adoption of Trust Employer has adopted the Declaration of Trust of VantageTrust and agrees to the commingled investment of assets of the Plan within the Trust. Employer agrees that operation of the Plan and the investment, management, and distribution of amounts deposited in the Trust shall be subject to the Declaration of Trust, as it may be amended from time to time and shall also be subject to terms and conditions set forth in disclosure documents (such as the Retirement Investment Guide or Employer Bulletins) as those terms and conditions may be adjusted from time to time. It is understood that the term "Employer Trust" as it is used in the Declaration of Trust shall mean this Administrative Services Agreement. 3. Employer Duty to Furnish Information Employer agrees to furnish to ICMA -RC on a timely basis such information as is necessary for ICMA -RC to carry out its responsibilities as Administrator of the Plan, including information needed to allocate individual participant accounts to Funds in the Trust, and information as to the employment status of participants, and participant ages, addresses, and other identifying information (including tax identification numbers). ICMA -RC shall be entitled to rely upon the accuracy of any information that is furnished to it by a responsible official of the Employer or any information relating to an individual participant or beneficiary that is furnished by such participant or beneficiary, and ICMA- RC shall not be responsible for any error arising from its reliance on such information. ICMA -RC will provide account information in reports, statements or accountings. Employer is required to send in contributions through EZLink, the online plan administration tool provided by ICMA -RC. Alternative electronic methods may be allowed, but must be approved by ICMA -RC for use. Contributions may not be sent through paper submittal documents. 4. Certain Representations and Warranties ICMA -RC represents and warrants to Employer that: (a) ICMA -RC is a non - profit corporation with full power and authority to enter into this Agreement and to perform its obligations under this Agreement. The ability of ICMA -RC to serve as investment adviser to the Trust is dependent upon the continued willingness of the Trust for ICMA- RC to serve in that capacity. (b) 3 Plan number: 106876 ICMA -RC is an investment adviser registered as such with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. ICMA -RC Services, LLC (a wholly owned subsidiary of ICMA -RC) is registered as a broker - dealer with the U.S. Securities and Exchange Commission ( "SEC ") and is a member in good Plan number: 106876 standing with Financial Industry Regulatory Authority ( "FINRA ") and the Securities Investor Protection Corporation ( "SIPC "). (c) ICMA -RC shall maintain and administer the Plan in compliance with the requirements for plans which satisfy the qualification requirements of Section 401 of the Internal Revenue Code and other applicable federal law; provided, however, ICMA -RC shall not be responsible for the qualified status of the Plan in the event that the Employer directs ICMA- RC to administer the Plan or disburse assets in a manner inconsistent with the requirements of Section 401 or otherwise causes the Plan not to be carried out in accordance with its terms; provided, further, that if the plan document used by the Employer contains terms that differ from the terms of ICMA -RC's standardized plan document, ICMA -RC shall not be responsible for the qualified status of the Plan to the extent affected by the differing terms in the Employer's plan document. Employer represents and warrants to ICMA -RC that: (d) Employer is organized in the form and manner recited in the opening paragraph of this Agreement with full power and authority to enter into and perform its obligations under this Agreement and to act for the Plan and participants in the manner contemplated in this Agreement. Execution, delivery, and performance of this Agreement will not conflict with any law, rule, regulation or c ontract by which the Employer is bound or to which it is a party. (e) Employer understands and agrees that ICMA -RC's sole function under this Agreement is to act as recordkeeper and to provide administrative, investment or other services at the direction of Plan participants, the Employer, its agents or designees in accordance with the terms of this Agreement. Under the terms of this Agreement, ICMA -RC does not render investment advice, is not the Plan Administrator or Plan Sponsor as those terms are defined under applicable federal, state, or local law, and does not provide legal, tax or accounting advice with respect to the creation, adoption or operation of the Plan and the Trust. (0 Employer acknowledges that certain such services to be performed by ICMA -RC under this Agreement may be performed by an affiliate or agent of ICMA -RC pursuant to one or more other contractual arrangements or relationships, and that ICMA -RC reserves the right to change vendors with which it has contracted to provide services in connection with this Agreement without prior notice to Employer. 5. Participation in Certain Proceedings The Employer hereby authorizes ICMA -RC to act as agent, to appear on its behalf, and to join the Employer as a necessary party in all legal proceedings involving the garnishment 4 of benefits or the transfer of benefits pursuant to the divorce or separation of participants in the Employer Plan. Unless Employer notifies ICMA -RC otherwise, Employer consents to the disbursement by ICMA -RC of benefits that have been garnished or transferred to a former spouse, current spouse, or child pursuant to a domestic relations order or child support order. 6. Compensation and Payment Plan number: 106876 (a) There shall be no asset -based or per - participant fees charged under this Agreement. ICMA -RC's compensation under this Agreement shall be as set forth in subsection (b) below. (b) Compensation for Management Services to the Trust, Compensation for Advisory and other Services to The Vantagepoint Funds and Payments from Third -Party Mutual Funds. Employer acknowledges that in addition to amounts payable under this Agreement, ICMA -RC receives fees from the Trust for investment management services furnished to the Trust. Employer further acknowledges that certain wholly owned subsidiaries of ICMA -RC receive compensation for advisory and other services furnished to The Vantagepoint Funds, which serve as the underlying portfolios of a number of Funds offered through the Trust. The fees referred to in this subsection are disclosed in the Retirement Investment Guide. These fees are not assessed against assets invested in the Trust's Mutual Fund Series. In addition, to the extent that third mutual funds are included in the investment line -up for the Plans, ICMA -RC may receive payments from such third party mutual funds or their service providers, which may be in the form of 12b -1 fees, service fees, or compensation for sub - accounting or other services provided by ICMA -RC on behalf of the funds. (c) Redemption Fees. Redemption fees imposed by outside mutual funds in which Plan assets are invested are collected and paid to the mutual fund by ICMA -RC. ICMA -RC remits 100% of redemption fees back to the specific mutual fund to which redemption fees apply. These redemption fees and the individual mutual fund's policy with respect to redemption fees are specified in the prospectus for the individual mutual fund and referenced in the Retirement Investment Guide. (d) Payment Procedures. All payments to ICMA -RC pursuant to this Section 6 shall be paid out of the Plan assets held by the Trust and shall be paid by the Trust, to the extent not paid by the Employer. The amount of Plan assets held in the Trust shall be adjusted by the Trust as required to reflect such payments. In the event that the Employer agrees to pay amounts owed pursuant to this section 6 directly, any amounts unpaid and outstanding after 30 days of invoice to the Employer shall be withdrawn from Plan assets held by the Trust. 5 The compensation and payment set forth in this section 6 is contingent upon the Employer's use of ICMA -RC's EZLink system for contribution processing and submitting contribution funds by ACH or wire transfer on a consistent basis over the term of this Agreement. Employer further acknowledges and agrees that compensation and payment under this Agreement shall be subject to re- negotiation in the event that the Employer chooses to implement additional mutual funds outside of the ICMA -RC Mutual Fund Alliance. 7. Custody Employer understands that amounts invested in the Trust are to be remitted directly to the Trust in accordance with instructions provided to Employer by ICMA -RC and are not to be remitted to ICMA -RC. In the event that any check or wire transfer is incorrectly labeled or transferred to ICMA -RC, ICMA -RC may return it to Employer with proper instructions. 8. Indemnification Plan number: 106876 ICMA -RC shall not be responsible for any acts or omissions of any person with respect to the Plan or related Trust, other than ICMA -RC in connection with the administration or operation of the Plan. Employer shall indemnify ICMA -RC against, and hold ICMA- RC harmless from, any and all loss, damage, penalty, liability, cost, and expense, including without limitation, reasonable attorney's fees, that may be incurred by, imposed upon, or asserted against ICMA -RC by reason of any claim, regulatory proceeding, or litigation arising from Employer's negligence, bad faith, or willful misconduct. 9. Term This Agreement shall be in effect and commence on the date all parties have signed and executed this Agreement ( "Inception Date "). This Agreement will be renewed automatically for each succeeding year unless written notice of termination is provided by either party to the other no less than 60 days before the end of such Agreement year. 10. Amendments and Adjustments (a) This Agreement may not be amended except by written instrument signed by the parties. (b) No failure to exercise and no delay in exercising any right, remedy, power or privilege hereunder shall operate as a waiver of such right, remedy, power or privilege. 6 (c) The parties agree that enhancements may be made to administrative and operations services under this Agreement. The Employer will be notified of enhancements through the Employer Bulletin, quarterly statements, electronic messages or special mailings. Likewise, if there are any reductions in fees, these will be announced through the Employer Bulletin, quarterly statement, electronic or special mailing. 11. Notices All notices required to be delivered under Section 10 of this Agreement shall be delivered personally or by registered or certified mail, postage prepaid, return receipt requested, to (i) Legal Department, ICMA Retirement Corporation, 777 North Capitol Street, N.E., Suite 600, Washington, D.C., 20002 -4240; (ii) Employer at the office set forth in the first paragraph hereof, or to any other address designated by the party to receive the same by written notice similarly given. 12. Complete Agreement This Agreement shall constitute the complete and full understanding and sole agreement between ICMA -RC and Employer relating to the object of this Agreement and correctly sets forth the complete rights, duties and obligations of each party to the other as of its date. This Agreement supersedes all written and oral agreements, communications or negotiations among the parties. Any prior agreements, promises, negotiations or representations, verbal or otherwise, not expressly set forth in this Agreement are of no force and effect. 13. Titles 7 15. Governing Law Plan number: 106876 The headings of Sections of this Agreement and the headings for each of the attached schedules are for convenience only and do not define or limit the contents thereof. 14. Incorporation of Schedules All Schedules (and any subsequent amendments thereto), attached hereto, and referenced herein, are hereby incorporated within this Agreement as if set forth fully herein. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, applicable to contracts made in that jurisdiction without reference to its conflicts of laws provisions. In Witness Whereof, the parties hereto certify that they have read and understand this Agreement and all Schedules attached hereto and have caused this Agreement to be executed by their duly authorized officers as of the Inception Date first above written. CITY OF DUBUQUE By Date Signature Michael C. Van Milligen, City Manager Name and Title (Please Print) Please return fully executed contract to: INTERNATIONAL CITY /COUNTY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION 0, c\5910) By Angela C. Montez Assistant Corporate Secretary 8 Plan number: 106876 New Business Unit ICMA -RC 777 North Capitol Street NE Suite 600 Washington DC 20002 -4240 Plan number: 106876 Exhibit A Administrative Services The administrative services to be performed by ICMA -RC under this Agreement shall be as follows: (a) Participant enrollment services, including providing a welcome package and enrollment kit containing instructions and notices necessary to implement the Plan's administration. Establishment of participant accounts for each employee participating in the Plan for whom ICMA -RC receives appropriate enrollment forms and records. ICMA -RC is not responsible for determining if such Plan participants are eligible under the terms of the Plan. (c) Allocation in accordance with participant directions received in good order of individual participant accounts to investment funds offered under the Trust. (d) Maintenance of individual accounts for participants reflecting amounts deferred, income, gain or loss credited, and amounts distributed as benefits. (e) Maintenance of records for all participants for whom participant accounts have been established in paper or electronic format. These files shall include enrollment instructions, beneficiary designation instructions (to the extent provided to ICMA -RC) and all other written correspondence and documents concerning each participant's account, and if applicable, records of any transaction conducted through the Voice Response Unit ( "VRU"), the Internet or other electronic means. (b) (f) (g) (h) (i) U ) Provision of periodic reports to the Employer and participants of the status of Plan investments and individual accounts. Communication to participants of information regarding their rights and elections under the Plan. Making available Investor Services Representatives through a toll -free telephone number from 8:30 a.m. to 9:00 p.m. Eastern Time, Monday through Friday (excluding holidays and days on which the securities markets or ICMA -RC are closed for business (including emergency closings), to assist participants. Making available a toll -free number and access to VantageLine, ICMA- RC's interactive VRU, and ICMA -RC's web site, to allow participants to access certain account information and initiate plan transactions at any time. Distribution of benefits as agent for the Employer in accordance with terms of the Plan. 9 (k) Plan number: 106876 Upon approval by the Employer that a domestic relations order is an acceptable qualified domestic relations order under the terms of the Plan, ICMA -RC will establish a separate account record for the alternate payee and provide for the investment and distribution of assets held thereunder. Loans may be made available on the terms specified in the Loan Guidelines, if loans are adopted by the Employer. Online Advice may be made available through a third party vendor on the terms specified on ICMA -RC's website. 10