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R09-035 II , I 2 RESOLUTION NO. R09-0.15 3 4 5 A RESOLUTION OF THE CITY COMMISSION OF 6 BOYNTON BEACH, FLORIDA, APPROVING AND 7 AUTHORIZING THE CITY MANAGER EXECUTE THE 8 NECESSARY DOCUMENTS TO ESTABLISH A 9 GOVERNMENTAL MONEY PURCHASE PLAN AND 10 TRUST 401(a) FOR ALL FULL-TIME EMPLOYEES OF II THE CITY OF BOYNTON BEACH; AUTHORIZING 12 THE CITY MANAGER TO EXECUTE THE 13 ADMINISTRATIVE SERVICE AGREEMENTS 14 APPOINTING NATIONWIDE RETIREMENT 15 SOLUTIONS AND ICMA RETIREMENT 16 CORPORATION AS PLAN ADMINISTRTORS; AND 17 PROVIDING AN EFFECTIVE DATE. 18 19 20 WHEREAS, the City Commission of the City of Boynton Beach, upon 21 recommendation of staff, deems it to be in the best interests of the residents and citizens of the 22 City of Boynton Beach to approve and authorize the City Manager to execute the necessary 23 documents to establish a Governmental Money Purchase Plan & Trust 401(a) for all full-time 24 employees of the City of Boynton Beach and to authorize the City Manager to execute the 25 Administrative Service Agreements appointing Nationwide Retirement Solutions and ICMA 26 Retirement Corporation as Plan Administrators. 27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 28 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 29 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed 30 as being true and correct and are hereby made a specific part of this Resolution upon adoption 31 hereof. 32 Section 2. Upon recommendation of staff, the City Commission of the City of S:\CA\RESO\Deferred Compensation Plan amendment (40Ia).doc - I - II I 1 Boynton Beach, Florida does hereby approve and authorize the City Manager to execute the 2 necessary documents to establish a Governmental Money Purchase Plan & Trust 401(a) for 3 all full-time employees of the City of Boynton Beach and to authorize the City Manager to 4 execute the Administrative Service Agreements appointing Nationwide Retirement Solutions 5 and ICMA Retirement Corporation as Plan Administrators, copies of which are attached 6 hereto as Composite Exhibit "A". 7 I Section 3. That this Resolution shall become effective immediately upon passage. 8 PASSED AND ADOPTED this ~ day of February, 2009. 9 10 CITY OF BOYNTON BEACH, FLORIDA 11 - 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Commissioner - Marlene Ross 26 27 ATTEST: 28 29 .~ 30 31 32 33 34 35 36 I. Compensation Plan amendment (401a).doc - 2 - * EXHIBIT i I I , f NATIONWIDE RETIREMENT SOLUTIONS, INC. MODEL GOVERNMENTAL DEFINED CONTRIBUTION PLAN AND TRUST ~ ARTICLE I - DEFINITIONS ....................... . 1.1 - "Administrator" .............................. ..... 1.2 - "Adoption Agreement"........................... ...... 1.3 - "Aggregate Account"................... ..................... , .. ..... 1.4 - "Anniversary Date" ........................................... ...... .....,.,.. " .. ,,' ...,. . 1.5 - "Beneficiary" .... ................................................ . . . . . . , . . .. ,.... ".,,,..,,,. 1.6 - "Code" ................................................................ ............. ................. ... ... ......... ..... ..... ,........ 1.7 - "Compensation".......................... ................................... . .......... ......... ...... ... .......... .... 1.8 - "Designated Investment Alternative" ... .................. ............ ........................................... 1.9 - "Directed Investment Option" . ..... ........ ......... ......................... ............................. ..................... ,..... 1.10 - "Contract" or "Policy".............................................. ....... ............. . "... 1.11 - "Early Retirement Date"...................................... . ." , . . . . . . . . . . , . . . .. ... .. .. , . . . . . . . . . ''''''''0 .... - 1.12 - "Elective Contribution" ..................................... ...... ....,.. .... ........ '..."...... . ,.... ., 1.13 - "Eligible Employee"...................................... .... ....... ... .."...... 1.14 - "Employee" ........................................................ q... ...."....".. ..,........, . . ..... 1.15 - "Employer" .............................................................. . '.""". ....,,,.. . . , . . . " . . . . . , . . " ,... ...... 1.16 - "Excess Compensation"............................................. . .......... ........ . ..,...,.,. ...,. 1.17 - "Excess Deferrals"................................... ...... .......... . . . , , , . . , , . . . . . . . . , . . .. ...,........ .,. "'" 1.18 - "Fiscal Year" ..................................... ................... . .... ........ .... . . . . . . , . . . . 1.19 - "Forfeiture" ............................................................. ....... . . ..... ..... ..".......,. ....".. , , ",." "...". 1.20 - "Former Participant" ............................................... .................. ..... . .......... ..... 1.21 - "415 Compensation"................................................... ....................... . ..,........... ........., ". . .,.. 1.22 - "Highly Compensated Employee" ............................. .................. ............ .... . ".......... 1.23 - "Hour of Service" ...................................................... ......................... ..".,.." - ...... . . . . , . . . 1.24 - "Insurer" ............................................................... ....,............... .......,..' , "'.n . .. .,.,. l 1.25 - "Investment Manager".............................................. ................... "'" ............ . "... .. ,""" 1.26 - "Joint and Survivor Annuity" ........... ............................ ................. "...0- . . , . . . , . . . . . ..... 1.27 - "Late Retirement Date" .............................................. ......................._. ............ ..... .......... . ..,. '" ...". 1.28 - "Leased Employee" .................................................. .._............. ........ ......... ........... .......... .",-,,,, ,,.,,,,, 1.29 - "Mandatory Employee Contribution" ....................... ........ ............. .... . .........".. ..... 1.30 - "Non-Elective Contribution" ................................... . ............ ......... ...,,,...., . . . . . , , ...., . 1.31 - "Normal Retirement Age" ......................................... ............ ............. . .... .............. ,.... ...". . ,... 1.32 - "Normal Retirement Date" ................................................................. .........., .. .. .. ".... .." '''... 1.33 - "One-Year Break in Service" ............................................................._ ..........,... ...... .,..,.,. . . .... 1.34 - "Participant" ................................................................._................... .... ....... ...._...... .."". . , '''p' ...... :-, 1.35 - "Participant Direction Procedures" ........................... _.............. ........... ...-,,,.......... > "'"' , ,,,...., 1.36 - "Participant's Account".................................................. ........... ...... ............. .... . . , . . . . ...." . 1.37 - "Participant's Combined Account" .................................................... ..... . . . . . . . . . , . . ., .,.. .... .... , .... ... ".... ... t: 1.38 - "Participant's Elective Account".............................. . ._.................... . .. ....,. - . . . . , . H'" ~~ 1.39 - "Participant's Rollover Account"................................... ........................ . . . . . . . . . . . . . . . . """" 1.40 - "Plan" ........................................................................_ ,.... ..............".. ........ ,,,. "H' . ....... n 1.41 - "Plan Year" ......................................... ............... ..... ....._. .......... ..... ... ..... ....... ...._ ...... 1.42 - "Pre-Retirement Survivor Annuity".......................... . . . . . . . . .. ...,.... . . . -. ....,........ - . .. ...,. .... . 1.43 - "Regulation" ..... ........... ............................................. . . . . . . . . . ., ......,...,. ""'. ,.........,... .. ............ 1.44 - "Retired Participant" ........................................... ........ ......... ...... .. "" .............. "'" ,-,.. ( 1.45 - "Retirement Date" ............................................. ... ... ...... ......... ....... ,,,..... ..." ". 1.46 - "Salary Deferrals"......................................................... ............ ......... "....,... ........ 1.47 - "Short Plan Year" .......................................................................... "......... . .. 1.48 - "Taxable Wage Base"................................................. ...................... ...........".- ."." "..... . 1.49 - "Terminated Participant" ............................................. ..................... ......"..." ,... . ..... . 1.50 - "Total and Permanent Disability" ............................ . . . . . . , . , . .. ...,..... '" .......,,, 'H"H. 1.5 I - "Trustee" ............. ................................................ ........ ...... ......... .............. . ...... ........ ..... ... .." 1.52 - "Trust Fund"................................................................ ........................ .,,"' ...."......, 1.53 - "Vested Contributions"............................................. ...., ......,,, .,.. .., ,.. . , . . . . . . . . ..... . .... 1.54 - "Voluntary Contribution Account" ............... .............. ....... ........... ..... .... ......... .. .., 1.55 - "Year of Service" ......................................... ........ ....... , . . . ' . . . ....... ~ 2005 Nationwide Retirement Solutions, Inc. ARTICLE II - ADMINISTRATION .............................. ................................................ ........................................... ........... 8 ~ 2.1- POWERS AND RESPONSIBILITIES OF THE EMPLOYER............................................................................... 8 2.2 - DESIGNATION OF ADMINISTRATIVE AUTHORITY...................................................................................... 8 2.3 - ALLOCATION AND DELEGATION OF RESPONSIBILITIES........................................................................... 8 2.4 _ POWERS AND DUTIES OF THE ADMINISTRATOR ........................................................................................8 2.5 - RECORDS AND REPORTS ................................................................................................................................... 9 2.6 - APPOINTMENT OF ADVISERS ........................................................................................................................... 9 2.7 - INFORMATION FROM EMPLOYER ...................................................................................................................9 2.8 - PAYMENT OF EXPENSES .................... .......................................... ....... ......................... ...................................... 9 2.9 - MAJORITY ACTIONS .........................................................................................................................................10 2.10 - CLAIMS PROCEDURE ......................................................................................................................................10 ARTICLE III - ELIGIBILITy.................................... .......... ..... ................................................... ........ .......... .................... 11 3.1- CONDITIONS OF ELIGIBILITY .........................................................................................................................1 I 3.2 - EFFECTIVE DATE OF PARTICIPATION ..........................................................................................................11 3.3 - DETERMINATION OF ELIGIBILITY ................................................................................................................11 3.4 - TERMINATION OF ELIGIBILITy...................................................................................................................... I 1 3.5 - OMISSION OF ELIGIBLE EMPLOYEE .............................................................................................................1 I 3.6 - INCLUSION OF INELIGIBLE EMPLOYEE ....................................................................................................... I I 3.7 - ELECTION NOT TO PARTICIPATE .................................................................................................................. I 1 3.8 - VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS ......................................................................... 12 ARTICLE IV - CONTRIBUTION AND ALLOCATION ................................................................................................. 13 4.1 - FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION ...............................................................13 4.2 - TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION.............................................................................. 13 4.3 - ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS....................................................... 13 4.4 - MAXIMUM ANNUAL ADDITIONS ................................................................................................................... 15 4.5 - ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS .............................................................................. 19 4.6 - TRANSFERS AND ROLLOVERS.......................................................................................................................19 4.7 - VOLUNTARY CONTRIBUTIONS .................... .......... ........................................................................................ 20 4.8 - DIRECTED INVESTMENT ACCOUNT .............................................................................................................21 4.9 - MANDATORY EMPLOYEE CONTRIBUTIONS ...............................................................................................21 4.10 - INTEGRATION IN MORE THAN ONE PLAN.................................................................................................21 ARTICLE V - V ALUA TIONS...................................... ............... .............................. ........................................................22 5.1 - VALUATION OF THE TRUST FUND ................................................................................................................22 5.2 - METHOD OF V ALUATION ................................................................................................................................22 ARTICLE VI - DETERMINATION AND DISTRIBUTION OF BENEFITS..................................................................23 6.1 - DETERMINATION OF BENEFITS UPON RETIREMENT ...............................................................................23 6.2 - DETERMINATION OF BENEFITS UPON DEATH...........................................................................................23 6.3 - DETERMINATION OF BENEFITS IN EVENT OF DISABILITY..................................................................... 23 6.4 - DETERMINATION OF BENEFITS UPON TERMINATION.............................................................................23 6.5 - DISTRIBUTION OF BENEFITS ..........................................................................................................................25 6.6 - DISTRIBUTION OF BENEFITS UPON DEATH................................................................................................28 6.7 - TIME OF SEGREGATION OR DISTRIBUTION................................................................................................29 6.8 - DISTRIBUTION FOR MINOR BENEFICIARY ..................................................................................................29 6.9 - LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN ...................................................................30 6. I 0 - PRE-RETIREMENT DISTRIBUTION ............................................................................................................... 30 6.1 I - ADVANCE DISTRIBUTION FOR HARDSHIP ................................................................................................ 30 6.12 - QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION .................................................................31 6.13 - SPECIAL RULE FOR NON-ANNUITY PLANS ...............................................................................................31 6.14 - REQUIRED MINIMUM DISTRIBUTIONS.......................................................................................................3 I 6.15 - INVOLUNTARY DISTRIBUTIONS .................................................................................................................33 ARTICLE VII - TRUSTEE ........................................ ........................... ..................... .............. ........... ..... ................. ......... 34 7.1 - BASIC RESPONSIBILITIES OF THE TRUSTEE...............................................................................................34 7.2 - INVESTMENT POWERS AND DUTIES OF THE TRUSTEE ...........................................................................34 7.3 - OTHER POWERS OF THE TRUSTEE................................................................................................................35 7.4 - LOANS TO PARTICIPANTS ...............................................................................................................................37 7.5 - DUTIES OF THE TRUSTEE REGARDING PAYMENTS.................................................................................. 3 8 7.6 - TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES...................................................................... 38 <<::> 2005 Nationwide Retirement Solutions, Inc. iii 7.7 - ANNUAL REPORT OF THE TRUSTEE....... .....q . ......... ....... 7.8 - RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE.. '". ..... 7.9 - TRANSFER OF INTEREST......................... . ..... ".'.., ., ..,.,.. 7.10 - TRUSTEE INDEMNIFICATION ............................................. ... ......" .:~ \ ARTICLE VIII - AMENDMENT, TERMINATION, AND MERGERS........ ....." . " ,,.,, 8.] - AMENDMENT............................................... . .. ..". .",,,. ... - 8.2 - TERMINATION .............................................. .... '. ..".....". ..., '0. 8.3 - MERGER OR CONSOLIDATION ........................ . ....,,,,, "...". . . " ""'" ARTICLE IX - MISCELLANEOUS...................................... .q. ...... ............. ....,..... ~ 9.1 - EMPLOYER ADOPTIONS.................................... ..... ............. ............. ; .......... ~. 9.2 - PARTICIPANT'S RIGHTS....................................... .,..........."......... . ......."... ..... "_'"'' 4- 9.3 - ALIENATION ....................................................... ........................ . ..........".. ,..... , ...,,,, ...... .-+. 9.4 - CONSTRUCTION OF PLAN........................................ ................................................... .. ..... ..........1 9.5 - GENDER AND NUMBER.............................................................. ....................... . ........ ..... ........ 4 9.6 - LEGAL ACTION ................................................................................... .. ............. ....... ....... 4. 9.7 - PROHIBITION AGAINST DIVERSION OF FUNDS............................................ . .., ........ 9.8 - EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE............................................... .. . ....... ......... .4.' 9.9 - INSURER'S PROTECTIVE CLAUSE .......................................................................... .......... ...4' 9.]0 - RECEIPT AND RELEASE FOR PAYMENTS........................................................... .. . .. .... ..... 'f 9.11 - ACTION BY THE EMPLOyER.......................................................... ....., ..................... ... ... . 4 9.12 - HEADINGS .......................................................................................... ....... ............. ....... 'n" ,-+4 9.13 - APPROVAL BY INTERNAL REVENUE SERVICE................................ .. .............. . ...... ..... , ,+~~ 9.14 - UNIFORMITY ................................................................................. ..... ........... ' . .,. . ..,.. '+-1 9.15 - PAYMENT OF BENEFITS......................................................................................... .. ........ .... ........... 4., 9.16 - UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT ACT....... .......... .4.:1 ARTICLE X - PARTICIPATING EMPLOyERS................................................ . . , . . , . , . , . , ., . .~ 10.1 - ELECTION TO BECOME A PARTICIPATING EMPLOYER ......... ; . . . . . . . . . . . . . "d' o .,." . ..+ 10.2 - REQUIREMENTS OF PARTICIPATING EMPLOYERS .............. ... ............. ."...... "'d ........+: 10.3 - DESIGNATION OF AGENT .................................. ............... ...... .............. ....,...... ..... ... ...... . '+" 10.4 - EMPLOYEE TRANSFERS ....................................................................................... .. . ... .... ........ ..4 10.5 - PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES......... ." ,...... . . ... ....4' 10.6 - AMENDMENT............................................................. ............. ......... .,."'...... ..... .,., 'it- 10.7 - DISCONTINUANCE OF PARTICIPATION.............................. . ". ..........."".. . ",,, ....... .4L ] 0.8 - ADMINISTRATOR'S AUTHORITy......................... .......... .......... ... "".."...... . ..... .4" ARTICLE XI - CASH OR DEFERRED PROVISIONS .......................................................... ......... ..... ...........r 1].1 - FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION ................... ........" .4 ]].2 - PARTICIPANT'S SALARY REDUCTION ELECTION ........................................... ........ ..... .... <1 1 1.3 - ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS............ .... . . ..... ... 5l' ] ].4 - ADVANCE DISTRIBUTION FOR HARDSHIP .................................................. ........ '"'' . ..... . ~I @ 2005 Nationwide Retirement Solutions, Inc. f\ ' ARTICLE I - DEFINITIONS , As used in this Plan, the following words and phrases shall have the meanings set forth herein unless a different meaning is clearly required by the context: 1.1 - "Administrator" means the person(s) or entity designated by the Employer pursuant to Section 2.2 to administer the Plan on behalf of the Employer. 1.2 - "Adoption Al!reement" means the separate agreement, which is executed by the Employer and accepted by the Trustee, which sets forth the elective provisions of this Plan and Trust as specified by the Employer. 1.3 - "Al!l!rel!ate Account" means with respect to each Participant, the value of all accounts maintained on behalf of a Participant, whether attributable to Employer or Employee contributions, subject to the provisions of Section 4.3 1.4 - "Anniversary Date" means the anniversary date specified in C3 of the Adoption Agreement. 1.5 - "Beneficiary" means the person to whom a share of a deceased Participant's interest in the Plan is payable, subject to the restrictions of Sections 6.2 and 6.6. 1.6 - "Code" means the Internal Revenue Code of 1986, as amended from time to time. 1.7 - "Compensation" with respect to any Participant means one of the following as elected in the Adoption Agreement. (a) Information required to be reported under Code Sections 6041, 6051 and 6052 (Wages, tips and other Compensation Box on Form W-2). Compensation is defined as wages, as defined in Code Section 3401(a), and all other payments of compensation to an Employee by the Employer (in the course of the Employer's trade or business) for which the Employer is required to furnish the Employee a written statement under Code Sections 6041(d), 605I(a)(3) and 6052. Compensation must be determined without regard to any rules under Code Section 340I(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). (b) Code Section 3401(a) wages. Compensation is defined as an Employee's wages within the meaning of Code Section 3401(a) for the purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). (c) Code Section 415 safe-harbor Compensation. Compensation is defined as wages, salaries, and fees for professional services and other amounts received (without regard to whether or not 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, commissions paid salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements, or other expense allowances under a nonaccountable plan (as described in Regulation 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 under a simplified employee pension plan to the extent such contributions are excludable from the Employee's gross income, 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 Internal Revenue Code (whether or not the contributions are actually excludable from the gross income of the Employee). For Plan Years beginning on or after January 1, 1989, and before January 1, 1994, the annual Compensation of each Participant taken into account for determining all benefits provided under the Plan for any Plan year shall not exceed @ 2006 Nationwide Retirement Solutions, Inc. 1 $200,000. This limitation shall be adjusted by the Secretary at the same time and in the same manner as under COd Section 415(d), except that the dollar increase in effect on January 1 of any calendar year is effective for Plan Yeal' beginning in such calendar year and the first adjustment to the $200,000 limitation is effective on Januarv " 1990 For Plan Years beginning on or after January 1, 1994, Compensation in excess of $150,000 (or such other amount provided in the Code) shall be disregarded for all purposes other than for purposes of salary deferral elections. Such amount shall be adjusted by the Commissioner for increases in the cost-of-living in accordance with Code Section 401 (a)(l7)(B). The cost-of-living adjustment in effect for a calendar year applies to any determination period beginning in such calendar year. If a determination period consists of fewer than twelve (12) months, the $150,000 annuai Compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is twelve (12). If Compensation for any prior determination period is taken into account in determining a Participant's allocations for the current Plan Year, the Compensation for such prior determination period is subject to the applicable annual Compensation limit in effect for that prior period. For this purpose, in determining allocations in Plan Years beginning on or after January 1, 1989, the annual compensation limit in effect for determination dates beginning before that date is $200,000. In addition, in determining allocations in Plan Years beginning on or after January I, 1994, the annual Compensation limit in effect for determination periods beginning before that date is $150,000. The annual compensation of each participant taken into account in determining allocations for any plan year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Section 40 I (a)(l 7)(B) of the Code. Annual compensation means compensation during the plan year or such other consecutive 12 month period over which compensation is otherwise determined under the plan (the determination period). If this is a target benefit plan, for purposes of determining benefit accruals in a plan year beginning after December 31, 200 I compensation for any prior determination period shall be limited to $200,000 unless elected otherwise by the Employer The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year. Notwithstanding the foregoing, except as otherwise elected in a non-standardized Adoption Agreement, the family member aggregation rules of Code Sections 401 (a)(l7) and 414( q)(6) as in effect prior to the enactment of the Small Business Job Protection Act of 1996 shall not apply to this Plan effective with respect to Plan Years beginning after December 31, 1996. If, in the Adoption Agreement, the Employer elects to exclude a class of Employees from the Plan, then Compensation for any Employee who becomes eligible or ceases to be eligible to participate during a determination period shall only include Compensation while the Employee is an Eligible Employee. If, in connection with the adoption of any amendment, the definition of Compensation has been modified, then, except as otherwise provided herein, for Plan Years prior to Plan Year which includes the adoption date of such amendment. Compensation means compensation determined pursuant to the terms of the Plan then in effect. 1.8 - "Desie:nated Investment Alternative" means a specific investment identified by name by the Employer (or such other Fiduciary who has been given the authority to select investment options) as an available investment under the Plan to which Plan assets may be invested by the Trustee pursuant to the investment direction of a Participant. 1.9 - "Directed Investment Option" means a Designated Investment Alternative and any other investment permitted b) the Plan and the Participant Direction Procedures to which Plan assets may be invested pursuant to the investment direction of a Participant. 1.10 - "Contract" or "Policy" means any life insurance policy, retirement income policy, or annuity contract (group or individual) issued by the Insurer. In the event of any conflict between the terms of this Plan and the terms of any Contract or Policy purchased hereunder, the Plan provisions shall control. 1.11 - "Early Retirement Date" means the date specified in the Adoption Agreement on which a Participant or Former Participant has satisfied the age and service requirements specified in the Adoption Agreement (Early Retirement Age). A Former Participant who terminates employment after satisfYing the service requirement for Early Retirement and who @ 2006 Nationwide Retirement Solutions, Inc. thereafter reaches the age requirement contained herein shall be entitled to receive his benefits under this Plan. 1.12 . "Elective Contribution" means the Employer's contributions to the Plan that are made pursuant to the Participant's deferral election pursuant to Section 1 1.2, excluding any such amounts distributed as "excess annual additions" pursuant to Section 4.5. In addition, if selected in the Adoption Agreement, the Employer's matching contribution made pursuant to Section I 1.1 (a) shall or shall not be considered an Elective Contribution for purposes of the Plan, as provided in Section 11.1 (a). Elective Contributions shall be subject to the requirements of Sections I 1.2(b) and 1 I.2(c). 1.13 - "Elil!ible Emplovee" means any Employee specified in DI ofthe Adoption Agreement. 1.14 - "Emplovee" means any person who is employed by the Employer, but excludes any person who is employed as an independent contractor. The term Employee shall also include Leased Employees deemed to be an Employee as provided in Code Sections 4I4(n) or (0). 1.15 - "Employer" means the entity specified in the Adoption Agreement, any Participating Employer (as defined in Section 10.1) which shall adopt this Plan, and any successor which shall maintain this Plan and any predecessor which has maintained this Plan. 1.16 - "Excess Compensation" means, with respect to a Plan that is integrated with Social Security, where the Employer elected such integration in the Adoption Agreement, a Participant's Compensation which is in excess of the amount set forth in the Adoption Agreement. 1.17 - "Excess Deferrals" means, with respect to any taxable year of a Participant, the excess of the aggregate amount of such Participant's deferrals and the elective deferrals pursuant to Section I1.2(f) actually made on behalf of such Participant for such taxable year, over the dollar limitation provided for in Code Section 402(g), which is incorporated herein by reference, except to the extent permitted under Section 4.7(f) and Section 4I4(v) of the Code. Excess Deferrals shall be treated as an "annual addition" pursuant to Section 4.4 when contributed to the Plan unless distributed to the affected Participant not later than the first April 15th following the close of the Participant's taxable year. 1.18 - "Fiscal Year" means the Employer's accounting year as specified in the Adoption Agreement. 1.19 - "Forfeiture" means that portion ofa Participant's Account that is not Vested, and occurs on the earlier of: (a) the distribution of the entire Vested portion of a Participant's Account, or (b) the last day of the Plan Year in which the Participant incurs five (5) consecutive I-Year Breaks in Service. Furthermore, for purposes of paragraph (a) above, in the case ofa Terminated Participant whose Vested benefit is zero, such Terminated Participant shall be deemed to have received a distribution of his Vested benefit upon his termination of employment. In addition, the term Forfeiture shall also include amounts deemed to be Forfeitures pursuant to any other provision of this Plan. 1.20 - "Former Participant" means a person who has been a Participant, but who has ceased to be a Participant for any reason. 1.21 - "415 Compensation" means compensation as defmed in Section 4.4(e)(2). If, in connection with the adoption of any amendment, the definition of "415 Compensation" has been modified, then, for Plan Years prior to the Plan Year which includes the adoption date of such amendment, "415 Compensation" means compensation determined pursuant to the Plan then in effect. 1.22 - "Hil!hly Compensated Employee" means an individual who has compensation in excess of$80,OOO (as indexed) from the Employer in the immediate prior year and, if the Employer elects the application ofthis clause for the preceding year, was in the top paid group of employees for such preceding year. For this purpose, an employee is in the top paid group of employees for any year if such employee is in the group consisting of the top 20 percent of the employees when ranked on the basis of compensation paid during such year. \e) 2006 Nationwide Retirement Solutions, Inc. 3 1.23 - "Hour of Service" means (1) each hour for which an Employee is directly or indirectly compensated or entitled 1\ compensation by the Employer for the performance of duties during the applicable computation period; (2) each hour for which an Employee is directly or indirectly compensated or entitled to compensation by the Employer (irrespective il whether the employment relationship has terminated) for reasons other than performance of duties (such as vacation holidays, sickness, jury duty, disability, lay-off, military duty or leave of absence) during the applicable computation period; or (3) each hour for which back pay is awarded or agreed to by the Employer without regard to mitigation in damages. The same Hours of Service shall not be credited both under ( I ) or (2). as the case may be, and under (3). Notwithstanding the above, (i) no more than 501 Hours of Service are required to be credited to an Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period); (ii) an hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable worker's compensation, or unemployment compensation or disability insurance laws; and (iii) Hours of Service are not required to be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee. For purposes of this Section, a payment shall be deemed to be made by or due from the Employer regardless of whether such payment is made by or due from the Employer directly, or indirectly through, among others, a trust fund, or insurer. to which the Employer contributes or pays premiums and regardless of whether contributions made or due to the trust fund, insurer, or other entity are for the benefit of particular Employees or are on behalf of a group of Employees in the aggregate. An Hour of Service must be counted for the purpose of determining a Year of Service, a year of participation for purposes of accrued benefits, a One-Year Break in Service, and employment commencement date (or reemployment commencement date). Hours of Service will be credited for employment for any individual considered to be a Leased Employee pursuant to Code Sections 414(n) or (0) and the Regulations thereunder. Hours of Service will be determined on the basis of the method selected in the Adoption Agreement. 1.24 - "Insurer" means Nationwide Life Insurance Company or any of its affiliates or subsidiaries, or any legal reserve insurance company which has issued one or more Contracts or Policies under the Plan prior to the adoption ofthis Plan 1.25 - "Investment Manae:er" means an entity that (a) has the power to manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility to the Plan in writing. Such entity must be a person, firm, or corporation registered as an investment adviser under the Investment Advisers Act of 1940, a bank, or an insurance company. 1.26 - "Joint and Survivor Annuity" means, if the Employer elects to provide such optional form of benefit in the Adoption Agreement, an annuity for the life of a Participant with a survivor annuity for the life of the Participant's spouse which is not less than 1/2, nor greater than the amount of the annuity payable during the joint lives of the Participant and the Participant's spouse. The Joint and Survivor Annuity will be the amount of benefit which can be purchased with the Participant's Vested interest in the Plan. 1.27 - "Late Retirement Date" means the date of, or the first day of the month or the Anniversary Date coinciding with or next following, whichever corresponds to the election made for the Normal Retirement Date, a Participant's actual retirement after having reached his Normal Retirement Date. 1.28 - "Leased Emplovee" means, with respect to Plan Years beginning on or after January 1, 1997, any person (other than an Employee of the recipient) who pursuant to an agreement between the recipient and any other person ("leasing organization") has performed services for the recipient (or for the recipient and related persons determined in accordance with Code Section 4I4(n)(6)) on a substantially full time basis for a period of at least one year, and such services are performed under the primary direction or control of the recipient Employer. Contributions or benefits provided a leased employee by the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer. ~ 2006 Nationwide Retirement Solutions, Inc. -t A Leased Employee shall not be considered an Employee of the recipient if: (i) such employee is covered by a money j purchase pension plan providing: (1) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined in Code Section 415(c)(3), but including amounts contributed pursuant to a salary reduction agreement which are excludable from the employee's gross income under Code Sections 125, 402(e)(3), 402(h), 403(b) or 457(b), (2) immediate participation, and (3) full and immediate vesting; and (ii) leased employees do not constitute more than 20 percent of the recipient's nonhighly compensated workforce. 1.29 - "Mandatorv Emolovee Contribution" means Participant contributions which are to be made as a condition of employment with the Employer. Pursuant to Code Section 4l4(h), such contributions shall be picked up by the Employer and are deemed to be employer contributions and are not taxable income to the employee. 1.30 - "Non-Elective Contribution" means the Employer's contributions to the Plan other than those made pursuant to the Participant's deferral election made pursuant to Section 11.2. In addition, if selected in E3 of the Adoption Agreement, the Employer's Matching Contribution made pursuant to Section 4.3(b) shall be considered a Non-Elective Contribution for purposes of the Plan. 1.31 - "Normal Retirement Ae:e" means the age specified in the Adoption Agreement at which time a Participant shall become fully Vested in his or her participant's account. 1.32 - "Normal Retirement Date" means the date specified in the Adoption Agreement on which a Participant shall become eligible to have his or her benefits distributed to him or her. 1.33 - "One-Year Break in Service" means (a) if the Hours method is selected in the Adoption Agreement, the applicable computation period during which an Employee has not completed more than 500 Hours of Service with the Employer; or (b) if the elapsed time method is selected in the Adoption Agreement, a Period of Severance of at least 12 consecutive months. Period of Severance means the period commencing with the earlier of: (i) the date an Employee separates from service by reason of quitting, retirement, death or discharge; or, (ii) the first anniversary of the first day of the period in which an employee remains absent from service (with or without pay) for any reason other than quitting, retirement, death or discharge; or(iii) the second anniversary of the first day of the period in which an Employee remains absent from service (with or without pay) because of a "maternity or paternity leave of absence", and ending with the date such Employee resumes service. A Break in Service shall not include (i) any period during which the Employee is absent in the service of the armed forces of the United States, including any period during which his reemployment rights as a veteran are protected by law; (ii) any period during which the Employee is on a leave of absence authorized by the Employer not to exceed two years (which leaves shall be granted on a nondiscriminatory basis to all Employees similarly situated), provided, however, that if the Employee fails to return to service prior to the expiration of such authorized leave, his Period of Severance shall be deemed to commence on the date such authorized leave commenced. Further, solely for the purpose of determining whether a Participant has incurred a One-Year Break in Service, Hours of Service shall be recognized for "authorized leaves of absence" and "maternity and paternity leaves of absence". "Authorized leave of absence" means an unpaid, temporary cessation from active employment with the Employer pursuant to an established nondiscriminatory policy, whether occasioned by illness, uniformed service, or any other reason. A "maternity or paternity leave of absence" means an absence from work for any period by reason of the Employee's pregnancy, birth of the Employee's child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for such child for a period immediately following such birth or placement. For this purpose, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee from incurring a One-Year Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service credited for a "maternity or paternity leave of absence" shall be those which would normally have been credited but for such absence, or, in any case in which the Administrator is unable to determine such hours normally credited, eight (8) Hours of Service per day. The total Hours of @ 2006 Nationwide Retirement Solutions, Inc. 5 Service required to be credited for a "maternity or paternity leave of absence" shall not exceed 50 I 1.34 - "Participant" means any Eligible Employee who participates in the Plan as provided in Section 3.2 and has nUl for any reason become ineligible to participate further in the Plan. 1.35 - "Participant Direction Procedures" means such instructions, guidelines, or policies, the terms of which are incorporated herein, as shall be established hereunder and observed by the Administrator and applied and provided 11 Participants. 1.36 - "Participant's Account" means the account established and maintained by the Administrator for each Participant with respect to his or her total interest under the Plan resulting from (a) the Employer's contributions in the case of a Profit Sharing Plan or Money Purchase Plan; (b) the Employer's Non-Elective Contributions in the case of a 401(k) Profit Sharing Plan; and (c) elective deferrals treated as employer contributions under Code Section 414(h), jf any. 1.37 - "Participant's Combined Account" means the account established and maintained by the Administrator for each Participant with respect to his or her total interest under the Plan resulting from the Employer's contributions. 1.38 - "Participant's Elective Account" means the account established and maintained by the Administrator for each Participant with respect to his or her total interest in the Plan and Trust resulting from Elective Contributions. A separate accounting shall be maintained with respect to that portion of the Participant's Elective Account attributable to Elective Contributions made pursuant to Section I I .2, and Employer matching contributions if they are deemed to be Elective Contributions. 1.39 - "Participant's Rollover Account" means the account established and maintained by the Administrator for each Participant with respect to his or her total interest in the Plan resulting from amounts transferred from another qualified plan or "conduit" Individual Retirement Account or Individual retirement Annuity in accordance with Section 4.6. 1.40 - "Plan" means this instrument (hereinafter referred to as Nationwide Retirement Solutions Governmental Defined Contribution Plan and Trust Basic Plan Document) including all amendments thereto, and the Adoption Agreement as adopted by the Employer. 1.41 - "Plan Year" means the Plan's accounting year as specified in C2 of the Adoption Agreement. 1.42 - "Pre-Retirement Survivor Annuity" means, if the Employer elects to provide such optional form of benefit in the Adoption Agreement, an immediate annuity for the life of the Participant's spouse, the payments under which must be equal to the actuarial equivalent of 50% of the Participant's Vested interest in the Plan as of the date of death. 1.43 - "Rel!ulation" means the Income Tax Regulations as promulgated by the Secretary of the Treasury or his or her delegate, and as amended from time to time. 1.44 - "Retired Participant" means a person who has been a Participant, but who has become entitled to retirement benefits under the Plan. 1.45 - "Retirement Date" means the date as of which a Participant retires for reasons other than Total and Permanent Disability, whether such retirement occurs on a Participant's Normal Retirement Date, Early or Late Retirement Date (see Section 6.1). 1.46 - "Salarv Deferrals" means, with respect to any Participant, that portion of the Participant's total Compensation which has been contributed to the Plan in accordance with the Participant's deferral election pursuant to Section 11.2. 1.47 - "Short Plan Year" means, if specified in the Adoption Agreement, that the Plan Year shall be less than a 12 month period. If chosen, the following rules shall apply in the administration of this Plan. In determining whether an Employee has completed a Year of Service for benefit accrual purposes in the Short Plan Year, the number of the Hours of Service required shall be proportionately reduced based on the number of months in the Short Plan Year. The determination of whether an Employee has completed a Year of Service for vesting and eligibility purposes shall be made in accordance with Department of Labor Regulation 2530.203-2(c). In addition, where the Employer elected a Plan that <Q 2006 Nationwide Retirement Solutions, Inc. (-, is integrated with Social Security in the Adoption Agreement, the integration level shall also be proportionately reduced based on the number of days in the Short Plan Year. 1.48 - "Taxable Wa2'e Base" means, with respect to any Plan Year, the contribution and benefit base under Section 230 of the Social Security Act at the beginning of such Plan Year. 1.49 - "Terminated Participant" means a person who has been a Participant, but whose employment has been terminated other than by death, Total and Permanent Disability or retirement. 1.50 - "Total and Permanent Disability" means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. The disability of a Participant shall be determined by a licensed physician chosen by the Administrator. However, if the condition constitutes total disability under the federal Social Security Acts, the Administrator may rely upon such determination that the Participant is Totally and Permanently Disabled for the purposes of this Plan. The determination shall be applied uniformly to all Participants. 1.51 - "Trustee" means the person or entity named in B4 the Adoption Agreement and any successors. 1.52 - "Trust Fund" means the assets of the Plan and Trust as the same shall exist from time to time. 1.53 - "Vested Contributions" means the non-forfeitable portion of any account maintained on behalf of a Participant. 1.54 - "Voluntarv Contribution Account" means the account established and maintained by the Administrator for each Participant with respect to his total interest in the Plan resulting from the Participant's nondeductible voluntary contributions made pursuant to Section 4.7. 1.55 - "Year of Service" means (a) if the hours method is selected in the Adoption Agreement, the computation period of twelve (12) consecutive months, herein set forth, and during which an Employee has completed at least the number of Hours of Service specified in the Adoption Agreement or (b) if the elapsed time method is selected, twelve (12) Months of Service. If the hours method is selected in the Adoption Agreement, then for purposes of eligibility for participation, the initial computation period shall begin with the date on which the Employee first performs an Hour of Service (employment commencement date). The computation period beginning after a One-Year Break in Service shall be measured from the date on which an Employee again performs an Hour of Service. The succeeding computation periods shall begin with the first anniversary of the Employee's employment commencement date. However, if one (1) Year of Service or less is required as a condition of eligibility, then after the initial eligibility computation period, the eligibility computation period shall shift to the current Plan Year which includes the anniversary of the date on which the Employee first performed an Hour of Service. An Employee who is credited with the specified number of Hours of Service in both the initial eligibility computation period and the first Plan Year which commences prior to the first anniversary of the Employee's initial eligibility computation period will be credited with two Years of Service for purposes of eligibility to participate. For vesting purposes, the computation period shall be the Plan Year, including the period prior to the Effective Date of the Plan unless specifically excluded pursuant to the Adoption Agreement. If the Elapsed time method is selected in the Adoption Agreement, then for purposes of determining an Employee's vesting and initial or continued eligibility to participate, an Employee will receive credit for the aggregate of all time periods 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 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 12 consecutive months. Fractional periods of a year will be expressed in terms of days. For vesting purposes, and all other purposes not specifically addressed in this Section, the computation period shall be the Plan Year, including periods prior to the Effective Date of the Plan unless specifically excluded pursuant to the Adoption Agreement. Years of Service and breaks in service will be measured on the same computation period. Years of Service with any predecessor Employer which maintained this Plan shall be recognized. Years of Service with any other predecessor Employer shall be recognized as specified in the Adoption Agreement. ~ 2006 Nationwide Retirement Solutions, Inc. 7 ARTICLE II - ADMINISTRATION 2.1 - POWERS AND RESPONSIBILITIES OF THE EMPLOYER (a) The Employer shall be empowered to appoint and remove the Trustee and the Administrator from time to time as it deems necessary for the proper administration of the Plan to assure that the Plan is being operated for the exclusive benefit of the Participants and their Beneficiaries in accordance with the terms ofthe Plan and the Code. (b) The Employer may, in its discretion, appoint an Investment Manager to manage all or a designated portion 01 the assets of the Plan. In such event, the Trustee shall follow the directive of the Investment Manager in investing the assets of the Plan managed by the Investment Manager. (c) The Employer shall periodically review the performance of any fiduciary or other person to whom duties have been delegated or allocated by it under the provisions of this Plan or pursuant to procedures established hereunder. 2.2 - DESIGNATION OF ADMINISTRATIVE AUTHORITY The Employer shall appoint one or more Administrators. If the Employer does not appoint an Administrator, the Employer will be the Administrator. Any person, including, but not limited to, the Employees of the Employer, shall be eligible to serve as an Administrator. Any person so appointed shall signify his or her acceptance by filing written acceptance with the Employer. An Administrator may resign by delivering his or her written resignation to the Employer or be removed by the Employer by delivery of written notice of removal, to take effect at a date specified therein, or upon delivery to the Administrator ifno date is specified. The Employer, upon the resignation or removal of an Administrator, shall promptly designate in writing a successor to this position. If the Employer does not appoint an Administrator, the Employer will function as the Administrator. 2.3 - ALLOCATION AND DELEGATION OF RESPONSIBILITIES If more than one person is appointed as Administrator, the responsibilities of each Administrator may be specified by the Employer and accepted in writing by each Administrator. In the event that no such delegation is made by the Employer, the Administrators may allocate the responsibilities among themselves, in which event the Administrators shall notify the Employer and the Trustee in writing of such action and specify the responsibilities of each Administrator. The Trustee thereafter shall accept and rely upon any documents executed by the appropriate Administrator until such time as the Employer or the Administrators file with the Trustee a written revocation of such designation. 2.4 - POWERS AND DUTIES OF THE ADMINISTRATOR The primary responsibility of the Administrator is to administer the Plan for the exclusive benefit of the Participants and their Beneficiaries, subject to the specific terms of the Plan. The Administrator shall administer the Plan in accordance with its terms and shall have the power and discretion to construe the terms of the Plan and determine all questions arising in connection with the administration, interpretation, and application of the Plan. Any such determination by the Administrator shall be conclusive and binding upon all persons. The Administrator may establish procedures, correct any defect, supply any information, or reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the Plan; provided, however, that any procedure, discretionary act, interpretation or construction shall be done in a nondiscriminatory manner based upon uniform principles consistently applied and shall be consistent with the intent that the Plan shall continue to be deemed a qualified plan under the terms of Code Section 401(a), and shall comply with its terms and all regulatibns issued pursuant thereto The Administrator shall have all powers necessary or appropriate to accomplish his or her duties under this Plan. The Administrator shall be charged with the duties of the general administration of the Plan, including, but not limited to, the following: ~ 2006 Nationwide Retirement Solutions, Inc. \ (a) the discretion to determine all questions relating to the eligibility of Employees to participate or remain a Participant hereunder and to receive benefits under the Plan; (b) to compute, certify, and direct the Trustee with respect to the amount and the kind of benefits to which any Participant shall be entitled hereunder; (c) to authorize and direct the Trustee with respect to all nondiscretionary or otherwise directed disbursements from the Trust Fund; (d) to maintain all necessary records for the administration of the Plan; (e) to interpret the provisions of the Plan and to make and publish such rules for regulation of the Plan as are consistent with the terms hereof; (f) to determine the amount and type of any Contract or Policy to be purchased from the Insurer; (g) to compute and certify to the Employer and to the Trustee from time to time the sums of money necessary or desirable to be contributed to the Trust Fund; (h) to consult with the Employer and the Trustee regarding the short and long-term liquidity needs of the Plan in order that the Trustee can exercise any investment discretion in a manner designed to accomplish specific objectives; (i) if applicable, to prepare and implement a procedure for notifying Participants and Beneficiaries of their rights to elect Joint and Survivor Annuities and Pre-Retirement Survivor Annuities; (j) to assist any Participant regarding his or her rights, benefits, or elections available under the Plan. 2.5 - RECORDS AND REPORTS The Administrator shall keep a record of all actions taken and shall keep all other books of account, records, and other data that may be necessary for proper administration of the Plan and shall be responsible for supplying all information and reports to the Internal Revenue Service, Department of Labor, Participants, Beneficiaries and others as required by law. 2.6 - APPOINTMENT OF ADVISERS The Administrator, or the Trustee with the consent of the Administrator, may appoint counsel, specialists, advisers, and other persons as the Administrator or the Trustee deems necessary or desirable in connection with the administration of this Plan. 2.7 -INFORMATION FROM EMPLOYER To enable the Administrator to perform his functions, the Employer shall supply full and timely information to the Administrator on all matters relating to the Compensation of all Participants, their Hours of Service, their Years of Service, their retirement, death, disability, or termination of employment, and such other pertinent facts as the Administrator may require; and the Administrator shall advise the Trustee of such of the foregoing facts as may be pertinent to the Trustee's duties under the Plan. The Administrator may rely upon such information as is supplied by the Employer and shall have no duty or responsibility to verify such information. 2.8 - PAYMENT OF EXPENSES @2006 Nationwide Retirement Solutions, Inc. 9 All expenses of administration may be paid out of the Trust Fund unless paid by the Employer. Such expense', shall include any expenses incident to the functioning of the Administrator, including, but not limited to, fees ()! accountants, counsel, and other specialists and their agents, and other costs of administering the Plan. Until paid, the expenses shall constitute a liability of the Trust Fund. However, the Employer may reimburse the Trust Fund for am administration expense incurred. Any administration expense paid to the Trust Fund as a reimbursement shall not be considered an Employer contribution. 2.9 - MAJORITY ACTIONS Except where there has been an allocation and delegation of administrative authority pursuant to Section 2.3, If there shall be more than one Administrator, they shall act by a majority of their number, but may authorize one or more of them to sign all papers on their behalf. 2.10 - CLAIMS PROCEDURE Any person who believes that he or she is entitled to a benefit under the Plan shall have the right to file with the Plan Administrator a written notice of claim for such benefit. Within 120 days after its receipt of such written notice of claim, the Plan Administrator shall either grant or deny such claim provided, however, any delay on the part of the Plan Administrator in arriving at a decision shall not adversely affect benefits payable under a granted claim. @ 2006 Nationwide Retirement Solutions, Inc. in ARTICLE III - ELIGmILITY 3.1 - CONDITIONS OF ELIGmILITY Any Eligible Employee shall be eligible to participate hereunder on the date he or she has satisfied the requirements specified in the Adoption Agreement. 3.2 - EFFECTIVE DATE OF PARTICIPATION An Eligible Employee who has become eligible to be a Participant shall become a Participant effective as of the day specified in the Adoption Agreement. In the event an Employee who has satisfied the Plan's eligibility requirements and would otherwise have become a Participant shall go from a classification of a noneligible Employee to an Eligible Employee, such Employee shall become a Participant as of the date he or she becomes an Eligible Employee. In the event an Employee who has satisfied the Plan's eligibility requirements and would otherwise become a Participant shall go from a classification of an Eligible Employee to a noneligible Employee and becomes ineligible to participate and has not incurred a One Year Break in Service, such Employee shall participate in the Plan as of the date he returns to an eligible class of Employees. If such Employee does incur a One Year Break in Service, eligibility will be determined under the break in service rules of the Plan. 3.3 - DETERMINATION OF ELIGmILITY The Administrator shall determine the eligibility of each Employee for participation in the Plan based upon information furnished by the Employer. Such determination shall be conclusive and binding upon all persons, as long as the same is made pursuant to the Plan. Such determination shall be subject to review per Section 2.10. 3.4 - TERMINATION OF ELIGmILITY In the event a Participant shall go from a classification of an Eligible Employee to an ineligible Employee, such Former Participant shall continue to vest in his or her interest in the Plan for each Year of Service completed while an ineligible Employee, until such time as his or her Participant's Account shall be forfeited or distributed pursuant to the terms of the Plan. Additionally, his or her interest in the Plan shall continue to share in the earnings of the Trust Fund. 3.5 - OMISSION OF ELIGIBLE EMPLOYEE If, in any Plan Year, any Employee who should be included as a Participant in the Plan is erroneously omitted and discovery of such omission is not made until after a contribution by his or her Employer for the year has been made, the Employer shall make a subsequent contribution, if necessary after the application of Section 4.3(e), so that the omitted Employee receives a total amount which the said Employee would have received had he or she not been omitted. 3.6 - INCLUSION OF INELIGmLE EMPLOYEE If, in any Plan Year, any person who should not have been included as a Participant in the Plan is erroneously included and discovery of such incorrect inclusion is not made until after a contribution for the year has been made, the Employer shall not be entitled to recover the contribution made with respect to the ineligible person. In such event, the amount contributed with respect to the ineligible person shall constitute a Forfeiture for the Plan Year in which the discovery is made. 3.7 - ELECTION NOT TO PARTICIPATE ~ 2006 Nationwide Retirement Solutions, Inc. II An Employee of any Participating Employer who adopts a Plan in which Mandatory Contributions are picked-u[, by such Participating Employer pursuant to Code Section 414(h) (a "Pick-up Plan") shall not be permitted to waive participation in the Plan. However, notwithstanding any other Plan provision to the contrary, where the Plan is not a Pick up Plan, an Employee may elect to waive participation in the Plan. If an Employee makes the election referred to in thl.' preceding sentence, he or she shall not receive any waived contribution in cash, and such election shall be (1) in writing. (2) a one-time irrevocable election; (3) made when the Employee commences employment or, if later, when such Employee first becomes eligible to participate in any plan of the Participating Employer; and (4) applicable with respec: to all plans of the Participating Employer, including plans that have not then been established by the Participating: Employer. 3.8 - VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS For Participants who complete an Hour of Service after December 31, 2001, with respect to accrued benefits derived from Employer matching contributions made in plan years beginning after December 31, 2001, the accrued benefit derived from Employer matching contributions shall vest as provided in the Adoption Agreement. Unless otherwise provided in the Adoption Agreement, this Section shall also apply to all such Participants with respect to accrued benefits derived from Employer matching contributions made in plan years beginning prior to January 1,2002. @ 2006 Nationwide Retirement Solutions, Inc. I" L ARTICLE IV - CONTRIBUTION AND ALLOCATION 4.1 - FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION (a) For a Money Purchase Plan- (I) The Employer shall make contributions over such period of years as the Employer may determine on the following basis. On behalf of each Participant eligible to share in allocations, for each year of his or her participation in this Plan, the Employer shall contribute the amount specified in the Adoption Agreement. All contributions by the Employer shall be made in cash or in such unencumbered property as is acceptable to the Trustee. (b) For a Profit Sharing Plan - (1) For each Plan Year, the Employer shall contribute to the Plan such amount as specified by the Employer in the Adoption Agreement. All contributions by the Employer shall be made in cash or in such unencumbered property as is acceptable to the Trustee. 4.2 - TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION The Employer shall generally pay to the Trustee its contribution to the Plan for each Plan Year within the time prescribed by law. 4.3 - ALLOCATION OF CONTRIBUTION. FORFEITURES AND EARNINGS (a) The Administrator shall establish and maintain an account in the name of each Participant to which the Administrator shall credit as of each Anniversary Date, or other valuation date, all amounts allocated to each such Participant as set forth herein. (b) The Employer shall provide the Administrator with all information required by the Administrator to make a proper allocation of the Employer's contributions for each Plan Year. Within a reasonable period oftime after the date of receipt by the Administrator of such information, the Administrator shall allocate such contribution as follows: (I) For a Money Purchase Plan: (i) The Employer's Contribution shall be allocated to each Participant's Combined Account in the manner set forth in Section 4.1 herein and as specified in Section E2 ofthe Adoption Agreement. (2) For an Integrated Profit Sharing Plan which the Employer elected in the Adoption Agreement: (i) The Employer's contribution shall be allocated to each Participant's Account, in a dollar amount equal to 5.7% of the sum of each Participant's total Compensation plus Excess Compensation. If the Employer does not contribute such amount for all Participants, each Participant will be allocated a share of the contribution in the same proportion that his total Compensation plus his total Excess Compensation for the Plan Year bears to the total Compensation plus the total Excess Compensation of all Participants for that year. Regardless of the preceding, 4.3% shall be substituted for 5.7% above if Excess Compensation is based on more than 20% and less than or equal to 80% of the Taxable Wage Base. If Excess Compensation is based on less than 100% and more than 80% of the Taxable Wage Base, then 5.4% shall be substituted for 5.7% above. <<;:> 2006 Nationwide Retirement Solutions, Inc. 13 (ii) The balance of the Employer's contribution over the amount allocated above, If any. shall allocated to each Participant's Combined Account in the same proportion that his IOta Compensation for the Year bears to the total Compensation of all Participants to such year (iii) Except, however, for any Plan Year beginning prior to January I, 1990, and if elected in the Adoption Agreement, for any Plan Year beginning on or after January 1, 1990, a Participant who performs less than a Year of Service during any Plan Year shall not share in the Employer', contribution for that year, unless there is a Short Plan Year or a contribution is required pursuant t(, Section 4.3(G). (3) For a Non-Integrated Profit Sharing Plan: (i) The Employer's contribution shall be allocated to each Participant's Account in the same proportion that each such Participant's Compensation for the year bears to the total Compensation of all Participants for such year. (ii) except, however, for any Plan Year beginning prior to January 1, 1990, and if elected in the Adoption Agreement for any Plan Year beginning on or after January 1, 1990, a Participant who performs less than a Year of Service during any Plan Year shall not share in the Employer's contribution for that year, unless there is a Short Plan Year. (c) As of each Anniversary Date or other valuation date, before allocation of Employer contributions and Forfeitures, any earnings or losses (net appreciation or net depreciation) of the Trust Fund shall be allocated in the same proportion that each Participant's and Former Participant's nonsegregated accounts bear to the total of all Participants' and Former Participants' nonsegregated accounts as of such date. If any nonsegregated account of a Participant has been distributed prior to the Anniversary Date or other valuation date subsequent to a Participant's termination of employment, no earnings or losses shall be credited to such account. If contributions are allocated directly to a Participant's Account, the Participant's Account shall be credited with the actual earnings or losses attributable to such contributions. Notwithstanding the above, with respect to contributions made to a plan after the previous Anniversary Date or allocation date, the method specified in the Adoption Agreement shall be used. (d) Participants' Accounts shall be debited for any insurance or annuity premiums paid, if any, and credited with any dividends or interest received on insurance contracts. (e) As of each Anniversary Date, any amounts which became Forfeitures since the last Anniversary Date shall first be made available to reinstate previously forfeited account balances of Former Participants, if any, in accordance with Section 6.4(e)(2) or be used to satisfy any contribution that may be required pursuant to Section 3.5 and/or 6.9. The remaining Forfeitures, if any, shall be treated in accordance with the Adoption Agreement. Provided, however, that in the event the allocation of Forfeitures provided herein shall cause the "Annual Addition" (as defined in Section 4.4) to any Participant's Account to exceed the amount allowable by the Code, the excess shall be reallocated in accordance with Section 4.5. (f) Notwithstanding anything herein to the contrary, any Participant who terminated employment during the Plan Year for reasons other than death, Total and Permanent Disability, or retirement shall or shall not share in the allocations ofthe Employer's Contributions and Forfeitures, as provided in the Adoption Agreement. (g) Notwithstanding anything herein to the contrary, Participants terminating for reasons of death, Total and Permanent Disability, or retirement shall or shall not share in the allocations as provided in this Section as elected in the Adoption Agreement. (h) If a Former Participant is reemployed after five (5) consecutive One-Year Breaks in Service, then the Participant's accounts shall be maintained as follows: (I) one account for nonforfeitab Ie benefits attributab Ie to pre-break service; and (2) one account representing his employer derived account balance in the Plan attributable to post- break service. It) 2006 Nationwide Retirement Solutions, Inc. 14 (i) Notwithstanding anything herein to the contrary, Participants will accrue the right to share in allocations of Employer contributions with respect to periods of qualified military service as provided in Code Section 414(u). 4.4 - MAXIMUM ANNUAL ADDITIONS (a)(I) If the Participant does not participate in, and has never participated in another qualified plan maintained by the Employer, or a welfare benefit fund (as defined in Code Section 4I9(e)), maintained by the Employer, or an individual medical account (as defined in Code Section 415(1)(2)) maintained by the Employer, which provides Annual Additions, or a simplified employee pension (as defined in Code Section 408(k)) the amount of Annual Additions which may be credited to the Participant's accounts for any Limitation Year shall 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 accounts would cause the Annual Additions for the Limitation Year to exceed the Maximum Permissible Amount, the amount contributed or allocated will be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Permissible Amount. (2) 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. (3) As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for such Limitation Year shall be determined on the basis of the Participant's actual compensation for such Limitation Year. (4) ifthere is an Excess Amount pursuant to Section 4.4(a)(2) or Section 4.5, the excess will be disposed of in the following manner: (i) Any nondeductible voluntary employee contributions (plus attributable earnings), to the extent they would reduce the Excess Amount, will be distributed to the Participant; (ii) If, after the application of paragraph 4(i), an excess amount still remains, any Deferrals (plus attributable earnings), to the extent they would reduce the Excess Amount, will be distributed to the Participant; (iii) If, after the application of subparagraphs (i) and (ii), 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 Participant'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; (iv) If, after the application of subparagraphs (i) and (ii), an Excess Amount still exists, and the Participant is not covered by the Plan at the end of a Limitation Year, the Excess Amount will be held un allocated 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; (v) If a suspense account is in existence at any time during a Limitation Year pursuant to this Section, it will not participate in the allocation of investment gains and losses. 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 contributions or any employee contributions may be made to the plan for that limitation year. Excess amounts in the suspense account may not be distributed to Participants or Former Participants. (b)(1) This subsection 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 Code Section 419(e)) maintained by the Employer, or a simplified employee pension maintained by the Employer, or an ~ 2006 Nationwide Retirement Solutions, Inc. 15 individual medical account (as defined in Code Section 415( 1)(2)) maintained by the Employer. which provide- Annual Additions, during any Limitation Year. The Annual Additions which may be credited to a Participant'c accounts under this Plan for any such Limitation Year shall not exceed the Maximum Permissible AmounJ reduced by the Annual Additions credited to a Participant's accounts under the other plans and welfare benefil 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- accounts 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 welfare benefit funds for the Limitation Year will equal the Maximum Permissible Amount. If the Annual Addition, with respect to the Participant under such other defined contribution plans and welfare benefit funds in tllt' aggregate are equal to or greater than the Maximum Permissible Amount, no amount will be contnbuted " allocated to the Participant's account under this Plan for the Limitation Year (2) 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 44(a)(2\ (3) 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 ofthe Participant's actual Compensation for the Limitation Year. (4) If, pursuant to Section 4.4(b )(2) or Section 4.5, 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 simplified employee pension, will be deemed to have been allocated first, followed by Annual Additions to a welfare benefit fund or individual medical account, regardless ofthe actual allocation date. (5) 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: (i) the total Excess Amount allocated as of such date, times (ii) the ratio of (1) the Annual Additions allocated to the Participant for the Limitation Year as of such date under this Plan to (2) the total Annual Additions allocated to the Participant for the Limitation Year as of' such date under this and all the other qualified defined contribution plans. (6) Any Excess Amount attributed to this Plan will be disposed in the manner described in Section 4.4(a)(4). (c) If the Participant is covered under another qualified defined contribution plan maintained by the Employer. Annual Additions which may be credited to the Participant's Account under this Plan for any Limitation Year will be limited in accordance with Section 4.4(b), unless the Employer provides other limitations in the Adoption Agreement. (d) For purposes of applying the limitations of Code Section 415, the transfer of funds from one qualified plan to another is not an "annual addition." In addition, the following are not Employee contributions for the purposes of Section 4.4(e)(1)(2): (1) rollover contributions (as defined in Code Sections 402(c)(4), 403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of loans made to a Participant from the Plan; (3) repayments of distributions received by an Employee pursuant to Code Section 41 1 (a)(7)(B) (cash-outs); (4) repayments of distributions received by an Employee pursuant to Code Section 41 1 (a)(3)(D) (mandatory contributions); Employee contributions under the catch-up provisions of Section 4.7(f); and, (6)Employee contributions to a simplified employee pension. (e) For purposes of this Section, the following terms shall be defined as follows: (1) "Annual Additions" means the sum credited to a Participant's accounts for any Limitation Year of (I) Employer contributions, (2) Employee contributions (except as provided below), (3) forfeitures and (4) amounts (() 2006 Nationwide Retirement Solutions, Inc. 1 h allocated, after March 31, 1984, to an individual medical account, as defined in Code Section 415(1 )(2), which is part of a pension or annuity plan maintained by the Employer. Except, however, the "415 Compensation" percentage limitation referred to in paragraph (a)(2) above shall not apply to: (I) any contribution for medical benefits (within the meaning of Code Section 419A(f)(2)) after separation from service which is otherwise treated as an "Annual Addition," or (2) any amount otherwise treated as an "annual addition" under Code Section 415(1)(1). Notwithstanding the foregoing, for Limitation Years" beginning prior to January 1, 1987, only that portion of Employee contributions equal to the lesser of Employee contributions in excess of six percent (6%) of "415 Compensation" or one-half of Employee contributions shall be considered an "Annual Addition. " For this purpose, any Excess Amount applied under Sections 4.4(a)(4) and 4.4(b)(6) in the Limitation Year to reduce Employer contributions shall be considered Annual Additions for such Limitation Year. (2) "Compensation" means a Participant's Compensation as elected in the Adoption Agreement. However, regardless of any selection made in the Adoption Agreement, for Limitation Years beginning prior to January 1, 1998, "415 Compensation" shall exclude compensation which is not currently includible in the Participant's gross income by reason of the application of Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(I)(B), 403(b), 414(h) or 457(b). For Limitation Years beginning after December 3 I, 1997, such amounts, except for 414(h), shall be included. For Limitation Years beginning after December 31, 1991, for purposes of applying the limitations of this article, Compensation for a Limitation Year is the Compensation actually paid or made available during such Limitation Year. Notwithstanding the preceding sentence, Compensation for a Participant in a defined contribution plan who is Permanently and Totally Disabled (as defined in Code section 22(e)(3)) is the Compensation such Participant would have received for the Limitation Year if the Participant had been paid at the rate of Compensation paid immediately before becoming Permanently and Totally Disabled; such imputed Compensation for the disabled Participant may be taken into account only if the participant is not a Highly Compensated Employee and contributions made on behalf of such Participant are nonforfeitable when made. (3) "Defined Benefit Fraction" means a fraction, the numerator of which is the sum of the Participant's Projected Annual Benefits under all the defined benefit plans (whether or not terminated) maintained by the Employer, and the denominator of which is the lesser of 125 percent of the dollar limitation determined for the Limitation Year under Code Sections 415(b) and (d) or 140 percent of his or her Highest Average Compensation including any adjustments under Code Section 415(b). Notwithstanding the above, if the Participant was a Participant as of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined benefit plans maintained by the Employer which were in existence on May 6, 1986, the denominator of this fraction will not be less than 125 percent of the sum of the annual benefits under such plans which the Participant had accrued as of the end of the close of the last Limitation Year beginning before January I, 1987, disregarding any changes in the terms and conditions ofthe plan after May 5, 1986. The preceding sentence applies only if the defmed benefit plans individually and in the aggregate satisfied the requirements of Code Section 415 for all Limitation Years beginning before January I, 1987. (4)"Defined Contribution Dollar Limitation" means the lesser of$40,000, as adjusted under Code Section 415(d), or 100% of the Participant's Compensation, within the meaning of Code Section 415(c)(3), for the Limitation Year. (5)" Defined Contribution Fraction" means a fraction, the numerator of which is the sum of the Annual Additions to the Participant's Account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation Years, (including the Annual Additions attributable to the Participant's nondeductible voluntary employee contributions to any defined benefit plans, .l whether or not terminated, maintained by the Employer for the current and all prior Limitation Years, to any simplified employee pensions as defined in Code Section 408(k), and the annual additions attributable to all welfare benefit funds, as defined in Code Section 419( e), and individual medical accounts, as defined in Code ~ 2006 Nationwide Retirement Solutions, Inc. 17 Section 415(1)(2), maintained by the Employer), and the denominator of which is the sum at the maximun aggregate amounts for the current and all prior Limitation Years of Service with the Employer I,regardless ,! whether a defined contribution plan was maintained by the Employer). The maximum aggregate amount in an) Limitation Year is the lesser of 125 percent of the Defined Contribution Dollar Limitation or 35 percent of thl Participant's 415 Compensation for such year. If the Employee was a Participant as of the end of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 5, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the Defined Benefit fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of(1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January I, 1987, and disregarding any changes in the terms and conditions of the plan made after May 5, 1986, but using the Code Section 4 I 5 limitation applicable to the first Limitation Year beginning on or after January L 1987 (6) "Employer" means the Employer that adopts this Plan and all Affiliated Employers, except that for purposes of this Section, affiliated employers shall be determined pursuant to the modification made by Code Section 415(h). (7) "Excess Amount" means the excess of the Participant's Annual Additions for the Limitation Year over the Maximum Permissible Amount. (8) "Highest Average Compensation" means the average Compensation for the three consecutive Years of Service with the Employer while a Participant in the Plan that produces the highest average. A Year of Service with the Employer is the twelve (12) consecutive month period defined in Section El of the Adoption Agreement which is used to determine Compensation under the Plan. (9) "Limitation Year" means the Compensation Year (a twelve (12) consecutive month period) as 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 12 consecutive month period, the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made. (10) "Maximum Permissible Amount" means, except to the extent permitted under Section 4.7(f) and Section 4 I 4(v) ofthe Code, if applicable, the 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: a. $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code, or b. 100 percent of the participant's compensation, within the meaning of Section 415 (c )(3) of the Code, for the limitation year. However, this compensation limit 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. If a short Limitation Year is created because of an amendment changing the Limitation Year to a different twelve (12) consecutive month period, the Maximum Permissible Amount will not exceed the Defined Contribution Dollar Contribution multiplied by the following fraction: number of months in the short Limitation Year 12 (11) "Projected Annual Benefit" means the annual retirement benefit (adjusted to an actuarially equivalent straight life annuity if such benefit is expressed in a form other than a straight life annuity or qualified Joint and Survivor Annuity) to which the Participant would be entitled under the terms of the Plan assuming: (Q 2006 Nationwide Retirement Solutions, Inc. R (i) the Participant will continue employment until Normal Retirement Age (or current age, if later), and (ii) the Participant's 415 Compensation for the current Limitation Year and all other relevant factors used to determine benefits under the Plan will remain constant for all future Limitation Years. (f) Notwithstanding anything contained in this Section to the contrary, the limitations, adjustments and other requirements prescribed in this Section shall at all times comply with the provisions of Code Section 415 and the Regulations thereunder, the terms of which are specifically incorporated herein by reference. 4.5 - ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS (a) If as a result of the allocation of Forfeitures, a reasonable error in estimating a Participant's annual Compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of Code Section 402(g)(3)) that may be made with respect to any Participant under the limits of Section 4.4, or other facts and circumstances to which Regulation I.415-6(b)(6) shall be applicable, the "Annual Additions" under this Plan would cause the maximum provided in Section 4.4 to be exceeded, the Administrator shall treat the excess in accordance with Section 4.4(a)(4). 4.6 - TRANSFERS AND ROLLOVERS (a) If specified in the Adoption Agreement, and with the consent of the Administrator, amounts may be transferred or rolled over from other qualified plans, provided that the trust from which such funds are transferred permits the transfer to be made and the transfer will not jeopardize the tax exempt status of the Plan or create adverse tax consequences for the Employer. The amounts transferred shall be set up in a separate account herein referred to as a "Participant's Rollover Account." Such account shall be fully vested at all times and shall not be subject to Forfeiture for any reason. (b) Amounts in a Participant's Rollover Account shall be held by the Trustee pursuant to the provisions of this Plan and may not be withdrawn by, or distributed to the Participant, in whole or in part, except as provided in Paragraphs (c) and (d) of this Section. (c) Amounts attributable to elective contributions (as defined in Regulation Section 1.401(k)-I(g)(3), including amounts treated as elective contributions, which are transferred from another qualified plan in a plan-to-plan transfer shall be subject to the distribution limitations provided for in Regulation 1.401 (k)-l( d). (d) At Normal Retirement Date, or such other date when the Participant or his Beneficiary shall be entitled to receive benefits, the fair market value of the Participant's Rollover Account shall be used to provide additional benefits to the Participant or his Beneficiary. Any distributions of amounts held in a Participant's Rollover Account shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Sections 411(a)(II) and 417 and the Regulations thereunder. Furthermore, such amounts shall not be considered as part of a Participant's benefit in determining whether an involuntary cash-out of benefits without Participant consent may be made unless elected otherwise in the Adoption Agreement. (e) The Administrator may direct that employee transfers made after a valuation date be segregated into a separate account for each Participant until such time as the allocations pursuant to this Plan have been made, at which time they may remain segregated or be invested as part of the general Trust Fund, to be determined by the Administrator. (t) For purposes of this Section, the term "qualified plan" shall mean any tax qualified plan under Code Section 401(a). The term "amounts transferred from other qualified plans" shall mean: (i) amounts transferred to this Plan directly from another qualified plan; (ii) lump-sum distributions received by an Employee from another qualified plan which are eligible for tax free rollover to a qualified plan and which are transferred by the Employee to this Plan within sixty (60) days following his receipt thereof; (iii) amounts transferred to this Plan from a conduit individual retirement account or individual retirement annuity provided that the conduit individual retirement account or annuity has no assets other than assets which (A)were previously distributed to the Employee by another qualified plan as a lump-sum distribution (B)were eligible for tax-free rollover to a qualified plan and (C)were deposited in such conduit individual retirement ~ 2006 Nationwide Retirement Solutions, Inc. 19 account within sixty (60) days of receipt thereof; and (iv) amounts distributed to the Employee from a conduit individua retirement account or annuity meeting the requirements of clause (iii) above, and transferred by the Employee to this Plar: within sixty (60) days of his or her receipt thereof from such conduit individual retirement account or annuity; and (1\ . any amounts which are eligible to be rolled over to this Plan pursuant to the Code (g) Prior to accepting any transfers or rollovers to which this Section applies, the Administrator may require the Employee to establish that the amounts to be transferred to this Plan meet the requirements of this Section and may also require the Employee to provide an opinion of counsel satisfactory to the Employer that the amounts to be transferred meet the requirements of this Section. This subsection 4.6(g) shall be implemented via uniformly applied written procedures. (h) The Employer, operationally and on a nondiscriminatory basis, may limit the source of rollover contributions that may be accepted by this plan. 4.7 - VOLUNTARY CONTRIBUTIONS (a) If elected in the Adoption Agreement, each Participant may, at the discretion of the Administrator in a nondiscriminatory manner, elect to voluntarily contribute a portion of his or her compensation earned while a Participant under such plan. Such contributions shall be paid to the Trustee within a reasonable period of time but in no event later than 90 days after the receipt of the contribution. (b) The balance in each Participant's Voluntary Contribution Account shall be Vested Contributions at all times and shall not be subject to Forfeiture for any reason. (c) A Participant may elect to withdraw his voluntary contributions from his or her Voluntary Contribution Account and the actual earnings thereon in a manner which is consistent with and satisfies the provisions of Section 6.5 If the Administrator maintains sub-accounts with respect to voluntary contributions (and earnings thereon) which were made on or before a specified date, a Participant shall be permitted to designate which sub-account shall be the source for his or her withdrawal. No Forfeitures shall occur solely as a result of an Employee's withdrawal of Elective Contributions. In the event such a withdrawal is made, or in the event a Participant has received a hardship distribution prior to December 31, 2001, pursuant to Regulation 1.401(k)-I(d)(2)(iii)(B) from any plan maintained by the Employer, then such Participant shall be barred from making any voluntary contributions for a period oftwelve(12) months after receipt of the withdrawal or distribution. If the plan provides for hardship distributions upon satisfaction of the safe harbor (deemed) standards as set forth in Treas. Reg. Section 1.401 (k)- I (d)(2)(iv), then a Participant who receives a distribution of elective deferrals after December 3 I, 2001, on account of hardship shall be prohibited from making elective deferrals and employee contributions under this and all other plans of the employer for six (6) months after receipt of the distribution. (d) At Normal Retirement Date, or such other date when the Participant or his or her Beneficiary shall be entitled to receive benefits, the fair market value of the Voluntary Contribution Account shall be used to provide additional benefits to the Participant or his or her Beneficiary. (e) The Administrator may direct that Elective Contributions made after a valuation date be segregated into a separate account until such time as the allocations pursuant to this Plan have been made, at which time they may remain segregated or be invested as part of the general Trust Fund, to be determined by the Administrator. (f) Unless otherwise provided in the Adoption Agreement, all Participants who are eligible to make elective deferrals under this plan and who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes ofthe provisions of the plan implementing the required limitations of Sections 402(g) and 415 of the Code. The plan shall not be treated as failing to satisfy the provisions of the plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401 (k)(12), 41 O(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions. ~ 2006 Nationwide Retirement Solutions, Inc. 20 4.8 - DIRECTED INVESTMENT ACCOUNT (a) If elected in the Adoption Agreement, all Participants may direct the Trustee as to the investment of their individual account balances. Participants may direct the Trustee in writing to invest their account in specific assets as permitted by the Administrator provided such investments are permitted by the Plan. The account of any Participant so directing will thereupon be considered a Directed Investment Account. (b) A separate Directed Investment Account shall be established for each Participant who has directed an investment. Transfers between the Participant's regular account and their Directed Investment Account shall be charged and credited as the case may be to each account. The Directed Investment Account shall not share in Trust Fund Earnings, but it shall be charged or credited as appropriate with the net earnings, gains, losses and expenses as well as any appreciation or depreciation in market value during each Plan Year attributable to such account. (c) The Administrator shall establish a Participant Direction Procedure, to be applied in a uniform and nondiscriminatory manner, setting forth the permissible investment options under this Section, how often changes between investments may be made, and any other limitations that the Administrator shall impose on a Participant's right to direct investments, or which are otherwise required by law. 4.9 - MANDATORY EMPLOYEE CONTRIBUTIONS (a) The Employer may elect in the Adoption Agreement that all Eligible Employees must contribute Mandatory Employee Contributions to the Plan as a condition of employment with the Employer. The Employer shall collect such contributions and remit them to the Trustee. The Employer may "pick up" such contributions as provided in Internal Revenue Code Section 414(h). (b) Mandatory Employee Contributions shall be 100% Vested when made and shall be distributed as provided by Article VI. 4.10 - INTEGRATION IN MORE THAN ONE PLAN If the Employer and/or an Affiliated Employer maintain qualified retirement plans integrated with Social Security, pursuant to the election of the Employer, such that any Participant in this Plan is covered under more than one of such plans, then such plans will be considered to be one plan and will be considered to be integrated if the extent of the integration of all such plans does not exceed 100%. For purposes of the preceding sentence, the extent of integration ofa plan is the ratio, expressed as a percentage, which the actual benefits, benefit rate, offset rate, or employer contribution rate, whatever is applicable under the Plan, bears to the limitation applicable to such Plan. @ 2006 Nationwide Retirement Solutions, Inc. 21 ARTICLE V - VALUATIONS 5.1- VALUATION OF THE TRUST FUND The Administrator shall direct the Trustee, as of each Anniversary Date, and at such other date or dates deemed necessary, by the Administrator, herein called the "Valuation Date," to determine the net worth of the assets comprising the Trust Fund as it exists on the "Valuation Date." In determining such net worth, the Trustee shall value the assets comprising the Trust Fund at their fair market value as of the "Valuation Date" and shall deduct all expenses for which the Trustee has not yet obtained reimbursement from the Employer or the Trust Fund. 5.2 - METHOD OF VALUATION In determining the fair market value of securities held in the Trust Fund which are listed on a registered stock exchange, the Administrator shall direct the Trustee to value the same at the prices they were last traded on such exchange preceding the close of business on the "Valuation Date." If such securities were not traded on the "Valuation Date," or if the exchange on which they are traded was not open for business on the "Valuation Date," then the securities shall be valued at the prices at which they were last traded prior to the "Valuation Date." Any unlisted security held in the Trust Fund shall be valued at its bid price next preceding the close of business on the "Valuation Date," which bid price shall be obtained from a registered broker or an investment banker. In determining the fair market value of assets other than securities for which trading or bid prices can be obtained, the Trustee may appraise such assets itself, or in its discretion, employ one or more appraisers for that purpose and rely on the values established by such appraiser or appraisers. Where the Trust Fund assets include an annuity contract, it shall be valued at the annuity contract value. @ 2006 Nationwide Retirement Solutions, Inc. n ARTICLE VI - DETERMINATION AND DISTRIBUTION OF BENEFITS 6.1 - DETERMINATION OF BENEFITS UPON RETIREMENT Every Participant may terminate his or her employment with the Employer and retire for the purposes hereof on or after his or her Normal Retirement Date or Early Retirement Date. However, a Participant may postpone the termination of his or her employment with the Employer to a later date, in which event the participation of such Participant in the Plan, including the right to receive allocations pursuant to Section 4.3, shall continue until his or her Late Retirement Date. Upon a Participant's Retirement Date, or attainment of his or her Normal Retirement Date without termination of employment with the Employer, or as soon thereafter as is practicable, the Administrator shall direct, at the election of the Participant, the distribution of all amounts credited to such Participant's Combined Account in accordance with Section 6.5. 6.2 - DETERMINATION OF BENEFITS UPON DEATH (a) Upon the death of a Participant before his or her Retirement Date or other termination of his or her employment, all amounts credited to such Participant's Combined Account shall become fully Vested. The Administrator shall direct, in accordance with the provisions of Sections 6.6 and 6.7, the distribution of the deceased Participant's accounts to the Participant's Beneficiary. (b) Upon the death of a Former Participant, the Administrator shall direct, in accordance with the provisions of Sections 6.6 and 6.7, the distribution of any remaining amounts credited to the accounts of such deceased Former Participant to such Former Participant's Beneficiary. (c) The Administrator may require such proper proof of death and such evidence of the right of any person to receive payment of the value of the account of a deceased Participant or Former Participant as the Administrator may deem desirable. The Administrator's determination of death and of the right of any person to receive payment shall be conclusive. (d) The designation of a Beneficiary shall be made on a form satisfactory to the Administrator. A Participant may at any time revoke his or her designation of a Beneficiary or change his or her Beneficiary by filing written notice of such revocation or change with the Administrator. The Participant may, at any time, designate a Beneficiary for death benefits payable under the Plan that are in excess of the Pre-Retirement Survivor Annuity. In the event no valid designation of Beneficiary exists at the time of the Participant's death, the death benefit shall be payable to his estate. (e) If the Plan provides an insured death benefit and a Participant dies before any insurance coverage to which he or she is entitled under the Plan is in effect, the death benefit from such insurance coverage shall be limited to the standard rated premium which was or should have been used for such purpose. (t) In the event of any conflict between the terms of this Plan and the terms of any Contract issued hereunder, the Plan provisions shall control. 6.3 - DETERMINATION OF BENEFITS IN EVENT OF DISABILITY In the event of a Participant's Total and Permanent Disability prior to his or her Retirement Date or other termination of employment, all amounts credited to such Participant's Combined Account shall become fully Vested. In the event of a Participant's Total and Permanent Disability, the Administrator, in accordance with the provisions of Sections 6.5 and 6.7, shall direct the distribution to such Participant of all amounts credited to such Participant's Combined Account as though he or she had retired. 6.4 - DETERMINATION OF BENEFITS UPON TERMINATION (a) On or before the Anniversary Date, or other valuation date, coinciding with or subsequent to the termination of a Participant's employment for any reason other than retirement, death, or Total and Permanent Disability, the ~ 2006 Nationwide Retirement Solutions, Inc. 23 Administrator may direct that the amount of the Vested portion of such Terminated Participant's Combmed Account i.!' segregated and invested separately. In the event the Vested portion of a Participant's Combined Account is tJ; segregated, the amount shall remain in a separate account for the Terminated Participant and share in allocations pursuani to Section 4.3 until such time as a distribution is made to the Terminated Participant. The amount of the portion of the Participant's Combined Account which is not Vested may be credited to a separate account (which will always share iii gains and losses of the Trust Fund) and at such time as the amount becomes a Forfeiture shall be treated in accordanct' with the provisions of the Plan regarding Forfeitures. In the event that the amount of the vested portion of the Terminated Participant's Combined Account equals or exceeds the fair market value of any insurance Contracts, the Trustee, when so directed by the Administrator and agreed to by the Terminated Participant, shall assign, transfer, and set over to such Terminated Participant all Contracts on his or her life in such form or with such endorsements, so that the settlement options and forms of payment are consistent with the provisions of Section 6.5. In the event that the Terminated Participant's vested portion does not at least equal the fair market value of the Contracts, if any, the Terminated Participant may pay over to the Trustee the sum needed to make the distribution equal to the value of the Contracts being assigned or transferred, or the Trustee, pursuant to the Participant's election, may borrow the cash value of the Contracts from the Insurer so that the value of the Contracts is equal to the vested portion of the Terminated Participant's Combined Account and then assign the Contracts to the Terminated Participant. Distribution of the funds due to a Terminated Participant shall be made on the occurrence of an event which would result in the distribution had the Terminated Participant remained in the employ of the Employer i.e. upon the Participant's death, Total and Permanent Disability, Early, Normal or Late Retirement Date. However, at the election of the Participant, the Administrator shall direct that the entire vested portion of the Terminated Participant's Combined Account to be payable to such Terminated Participant provided the conditions, if any, set forth in the Adoption Agreement have been satisfied. Any distribution under this paragraph shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5. (b) The vested portion of any Participant's Account shall be a percentage of such Participant's Account determined on the basis of the Participant's number of Years of Service according to the vesting schedule specified in the Adoption Agreement. (c) Notwithstanding the vesting schedule above, upon the complete discontinuance of the Employer's contributions to the Plan or upon any full or partial termination of the Plan, all amounts credited to the account of any affected Participant shall become 100% Vested and shall not thereafter be subject to Forfeiture. (d) If this is an amended or restated Plan, then notwithstanding the vesting schedule specified in the Adoption Agreement, the vested percentage of a Participant's Account shall not be less than the vested percentage attained as of the later of the effective date of the Plan or adoption date of this amendment and restatement. The computation of a Participant's nonforfeitable percentage of his or her interest in the Plan shall not be reduced as the result of any direct OJ indirect amendment to this Article. (e)(I) If any Former Participant shall be reemployed by the Employer before a One-Year Break in Service occurs, he or she shall continue to participate in the Plan in the same manner as if such termination had not occurred. (2) If any Former Participant shall be reemployed by the Employer before five (5) consecutive One-Year Breaks in Service, and such Former Participant had received a distribution of his or her entire Vested interest prior to his or her reemployment, his or her forfeited account shall be reinstated only if he or she repays the full amount distributed to him or her before the earlier of five (5) years after the first date on which the Participant is subsequently reemployed by the Employer or the close of the first period of 5 consecutive One-Year Breaks in Service commencing after the distribution. If a distribution occurs for any reason other than a separation from service, the time for repayment may not end earlier than five (5) years after the date of separation. In the event the Former Participant does repay the full amount distributed to him, the undistributed portion of the Participant's Account must be restored in full, unadjusted by any gains or losses occurring subsequent to the Anniversary Date or other valuation date preceding his termination. If an employee receives a distribution pursuant to this section and the employee resumes employment covered under this plan, the employee's employer-derived account balance will be restored to the amount on the date of distribution if the employee <<J 2006 Nationwide Retirement Solutions, Inc. 24 repays to the plan the full amount of the distribution attributable to employer contributions before the earlier of5 years after the first date on which the participant is subsequently re-employed by the employer, or the date the participant incurs five (5) consecutive One-Year Breaks in Service following the date of the distribution. If a non-vested Former Participant was deemed to have received a distribution and such Former Participant is reemployed by the Employer before five (5) consecutive One-Year Breaks in Service, then such Participant will be deemed to have repaid the deemed distribution as of the date of reemployment. (3) If any Former Participant is reemployed after a One-Year Break in Service has occurred, Years of Service shall include Years of Service prior to his One-Year Break in Service subject to the following rules: (i) Any Former Participant who under the Plan does not have a nonforfeitable right to any interest in the Plan resulting from Employer contributions shall lose credits if his or her consecutive One-Year Breaks in Service equal or exceed the greater of (A) five (5) or (B) the aggregate number of his or her pre-break Years of Service; (ii) After five (5) consecutive One-Year Breaks in Service, a Former Participant's vested Account balance attributable to pre-break service shall not be increased as a result of post-break service; (iii) A Former Participant who is reemployed and who has not had his or her Years of Service before a One-Year Break in Service disregarded pursuant to (i) above, shall participate in the Plan as of his date of reemployment; (iv) If a Former Participant again becomes eligible to participate (a One-Year Break in Service previously occurred, but employment had not terminated), he shall participate in the Plan from the first day on which he again becomes eligible. (f) In determining Years of Service for purposes of vesting under the Plan, Years of Service shall be excluded as specified in the Adoption Agreement. (g) In determining Years of Service for purposes of vesting under the Plan, Years of Service will be credited to Participants with respect to periods of qualified military service as provided in Code Section 414(u). 6.5 - DISTRIBUTION OF BENEFITS (a)(l) Unless otherwise elected as provided below, a Participant who is married on the "Annuity Starting Date" and who does not die before the "Annuity Starting Date" shall receive the value of all of his benefits in the form of a Joint and Survivor Annuity, unless the Employer, in the Adoption Agreement, has elected to not have the Joint and Survivor Annuity rules apply. The Joint and Survivor Annuity is an annuity that commences immediately and shall be equal in value to a single life annuity. Such joint and survivor benefits following the Participant's death shall continue to the spouse during the spouse's lifetime at a rate equal to 50% of the rate at which such benefits were payable to the Participant. This Joint and Survivor Annuity shall be considered the designated qualified Joint and Survivor Annuity and automatic form of payment for the purposes of this Plan. However, the Participant may elect to receive a smaller annuity benefit with continuation of payments to the spouse at a rate of seventy-five percent (75%) or one hundred percent (100%) of the rate payable to a Participant during his lifetime which alternative Joint and Survivor Annuity shall be equal in value to the automatic Joint and 50% Survivor Annuity. An unmarried Participant shall receive the value of his benefit in the form of a life annuity. Such unmarried Participant, however, may elect in writing to waive the life annuity. The election must comply with the provisions of this Section as if it were an election to waive the Joint and Survivor Annuity by a married Participant, but without the spousal consent requirement. The Participant may elect to have any annuity provided for in this Section distributed upon the attainment of the "earliest retirement age" under the Plan. The "earliest retirement age" is the earliest date on which, under the Plan, the Participant could elect to receive retirement benefits. if (2) Any election to waive the Joint and Survivor Annuity must be made by the Participant in writing during the election period and be consented to by the Participant's spouse. If the spouse is legally incompetent to give consent, the spouse's legal guardian, even if such guardian is the Participant, may give consent. Such election shall designate a Beneficiary (or a form of benefits) that may not be changed without spousal consent (unless the @ 2006 Nationwide Retirement Solutions, Inc. 25 consent of the spouse expressly permits designations by the Participant without the requIrement of furthei consent by the spouse). Such spouse's consent shall be irrevocable and must acknowledge the effect of such election and be witnessed by a Plan representative or a notary public. Such consent shall not be required if it established to the satisfaction of the Administrator that the required consent cannot be obtained because there l~ no spouse, the spouse cannot be located, or other circumstances that may be prescribed by Regulations. The election made by the Participant and consented to by his spouse may be revoked by the Participant in writing without the consent of the spouse at any time during the election period. The number ofrevocations shall not he limited. Any new election must comply with the requirements of this paragraph. A former spouse's waiver shai! not be binding on a new spouse. (3) The election period to waive the Joint and Survivor Annuity shall be the 90-day period after the Administrator provides the required written explanation to the Participant. (4) For purposes of this Section and Section 6.6, the "Annuity Starting Date" means the first day of the first period for which an amount is paid as an annuity, or, in the case of a benefit not payable in the form of an annuity, the first day on which all events have occurred which entitles the Participant to such benefit. (5) With regard to the election, the Administrator shall provide to the Participant within a reasonable period of time prior to the "annuity starting date" a written explanation of: (i) the terms and conditions of the Joint and Survivor Annuity, and (ii) the Participant's right to make and the effect of an election to waive the Joint and Survivor Annuity, and (iii) the right of the Participant's spouse to consent to any election to waive the Joint and Survivor Annuity, and (iv) the right of the Participant to revoke such election, and the effect of such revocation. Notwithstanding the above, if the Participant elects (with spousal consent) to waive the requirement that the written explanation be provided at least thirty (30) days before the "annuity starting date", the election period shall be extended to the thirtieth (30th) day after the date on which such explanation is provided to the Participant. Any distribution provided for in this Section may commence less than thirty (30) days after the notice required by Code Section 417(a)(3) is given if: (i) the Administrator clearly informs the Participant that the Participant has a right to a period of thirty (30) days after receiving the notice to consider whether to waive the Joint and Survivor Annuity and consent to a form of distribution other than a Joint and Survivor Annuity. (ii) 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 Joint and Survivor Annuity is provided to the Participant. (iii) the "Annuity Starting Date" is after the time that the explanation of the Joint and Survivor Annuity is provided to the Participant. However, the "annuity starting date" may be before the date that any affirmative distribution election is made by the Participant and before the date that the distribution is permitted to commence under (iv) below, and (iv) distribution in accordance with the affirmative election does not commence before the expiration of the 7-day period that begins the day after the explanation of the Joint and survivor Annuity is provided to the Participant. (b) In the event a married Participant duly elects pursuant to paragraph (a)(2) above not to receive his or her benefit in the form of a Joint and Survivor Annuity, or if such Participant is not married, in the form of a life annuity, the @ 2006 Nationwide Retirement Solutions, Inc. 2n Administrator, pursuant to the election of the Participant, shall direct the distribution to a Participant or Beneficiary any amount to which he or she is entitled under the Plan in one or more of the following methods which are permitted pursuant to the Adoption Agreement: (I) One lump-sum payment in cash; (2) Payments over a period certain in monthly, quarterly, semiannual, or annual cash installments. In order to provide such installment payments, the Administrator may direct that the Participant's interest in the Plan be segregated and invested separately, and that the funds in the segregated account be used for the payment of the installments. The period over which such payment is to be made shall not extend beyond the Participant's life expectancy (or the life expectancy of the Participant and his designated Beneficiary); (3) Purchase of or providing an annuity. However, such annuity may not be in any form that will provide for payments over a period extending beyond either the life of the Participant (or the lives of the Participant and his designated Beneficiary) or the life expectancy of the Participant (or the life expectancy of the Participant and his designated Beneficiary). (c) The present value of a Participant's Joint and Survivor Annuity derived from Employer and Employee contributions may not be paid without his written consent. Further, the spouse of a Participant must consent in writing to any immediate distribution. No distribution may be made under the preceding sentence after the "annuity starting date" unless the Participant and his or her spouse consent in writing to such distribution. Any written consent required under this paragraph must be obtained not more than 90 days before commencement ofthe distribution and shall be made in a manner consistent with Section 6.5(a)(2). (d) Any distribution to a Participant who has a benefit shall require such Participant's consent if such distribution commences prior to the later of his Normal Retirement Age or age 62. With regard to this required consent: (1) No consent shall be valid unless the Participant has received a general description of the material features and an explanation of the relative values of the optional forms of benefit available under the Plan that would satisfy the notice requirements of Code Section 417. (2) The Participant must be informed of his right to defer receipt of the distribution. If a Participant fails to consent to an immediate distribution, it shall be deemed an election to defer the commencement of payment of any benefit. However, any election to defer the receipt of benefits shall not apply with respect to distributions which are required under Section 6.5(e). (3) Notice of the rights specified under this paragraph shall be provided no less than 30 days and no more than 90 days before the "annuity starting date." (4) Written consent of the Participant to the distribution must not be made before the Participant receives the notice and must not be made more than 90 days before the "annuity starting date." (5) No consent shall be valid if a significant detriment is imposed under the Plan on any Participant who does not consent to the distribution. (e) All annuity Contracts under this Plan shall be non-transferable when distributed. Furthermore, the terms of any annuity Contract purchased and distributed to a Participant or spouse shall comply with all of the requirements of this Plan. (t) Subject to any spouse's right of consent afforded under the Plan, the restrictions imposed by this Section shall not apply if a Participant has, prior to January 1, 1984, made a written designation to have his retirement benefit paid in an alternative method acceptable under Code Section 401(a) as in effect prior to the enactment of the Tax Equity and Fiscal Responsibility Act of 1982. (g) If a distribution is made at a time when a Participant who has not terminated employment is not fully vested in his or her Participant's Account and the Participant may increase the Vested percentage in such account: ~ 2006 Nationwide Retirement Solutions, Inc. 27 (1) A separate account shall be established for the Participant's interest in the Plan as ofthe time of the distribution, and (2) At any relevant time the Participant's vested portion of the separate account shall be equal to an amount ("X") determined by the formula: X equals P (AB plus (R x D)) - (R x D) For purposes of applying the formula: P is the vested percentage at the relevant time, AB is the account balance at the relevant time, D is the amount of distribution, and R is the ratio of the account balance at the relevant time to the account balance after distribution. (h) Unless the Employer otherwise elects in the Adoption Agreement or as otherwise required by Code Section 401 (a)(9), Participant consent to the distribution shall be required before the Plan may make the distribution. (i) For distributions and transactions made after December 31, 2001, regardless of when the severance of employment occurred, a Participant's elective deferrals, qualified nonelective contributions, qualified matching contributions, and earnings attributable to these contributions shall be distributed on account of the participant's severance from employment. However, such a distribution shall be subject to the other provisions of the plan regarding distributions, other than provisions that require a separation from service before such amounts may be distributed. 6.6 - DISTRIBUTION OF BENEFITS UPON DEATH (a) Unless otherwise elected in the Adoption Agreement or as provided below, a vested Participant who dies before the annuity starting date and who has a surviving spouse shall have the Pre-Retirement Survivor Annuity paid to his surviving spouse. The Participant's spouse may direct that payment of the Pre-Retirement Survivor Annuity commence within a reasonable period after the Participant's death. If the spouse does not so direct, payment of such benefit will commence at the time the Participant would have attained the later of his or her Normal Retirement Age or age 62. However, the spouse may elect a later commencement date. Any distribution to the Participant's spouse shall be subject to the rules specified in Section 6.6(h). (b) Any election to waive the Pre-Retirement Survivor Annuity before the Participant's death must be made by the Participant in writing during the election period and shall require the spouse's irrevocable consent in the same manner provided for in Section 6.5(a)(2). Further, the spouse's consent must acknowledge the specific nonspouse Beneficiary. Notwithstanding the foregoing, the nonspouse Beneficiary need not be acknowledged, provided the consent of the spouse acknowledges that the spouse has the right to limit consent only to a specific Beneficiary and that the spouse voluntarily elects to relinquish such right. (c) The election period to waive the Pre-Retirement Survivor Annuity shall begin on the first day of the Plan Year in which the Participant attains age 35 and end on the date of the Participant's death. An earlier waiver (with spousal consent) may be made provided a written explanation of the Pre-Retirement Survivor Annuity is given to the Participant and such waiver becomes invalid at the beginning of the Plan Year in which the Participant turns age 35. In the event a Vested Participant separates from service prior to the beginning of the election period, the election period shall begin on the date of such separation from service. (d) With regard to the election, the Administrator shall provide each Participant within the applicable period, with respect to such Participant (and consistent with Regulations), a written explanation of the Pre-Retirement Survivor Annuity containing comparable information to that required pursuant to Section 6.5(a)(5) For the purposes of this paragraph, the term "applicable period" means, with respect to a Participant, whichever of the following periods ends last: (1) The period beginning with the first day of the Plan Year in which the Participant attains age 32 and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age 35; (2) A reasonable period after the individual becomes a Participant. For this purpose, in the case of an individual @ 2006 Nationwide Retirement Solutions, Inc. 21\ who becomes a Participant after age 32, the explanation must be provided by the end of the three-year period beginning with the first day of the first Plan Year for which the individual is a Participant; (3) A reasonable period ending after the Plan no longer fully subsidizes the cost of the Pre-Retirement Survivor Annuity with respect to the Participant; (4) A reasonable period ending after Code Section 40I(a)(11) applies to the Participant; or (5) A reasonable period after separation from service in the case of a Participant who separates before attaining age 35. For this purpose, the Administrator must provide the explanation beginning one year before the separation from service and ending one year after separation. (e) The Pre-Retirement Survivor Annuity provided for in this Section shall apply only to Participants who are credited with an Hour of Service on or after August 23, 1984. Former Participants who are not credited with an Hour of Service on or after August 23, 1984 shall be provided with rights to the Pre-Retirement Survivor Annuity in accordance with Section 303(e)(2) of the Retirement Equity Act of 1984. (f) No distribution may be made under the preceding sentence after the annuity starting date unless the spouse consents in writing. Any written consent required under this paragraph must be obtained not more than 90 days before commencement of the distribution and shall be made in a manner consistent with Section 6.5(a)(2). (g)(l) In the event there is an election to waive the Pre-Retirement Survivor Annuity, and for death benefits in excess of the Pre-Retirement Survivor Annuity, such death benefits shall be paid to the Participant's Beneficiary by either of the following methods, as elected by the Participant (or ifno election has been made prior to the Participant's death, by his Beneficiary) subject to the rules specified in Section 6.6(h) and the selections made in the Adoption Agreement: (i) One lump-sum payment in cash; (ii) Payment in monthly, quarterly, semi-annual, or annual cash installments over a period to be determined by the Participant or his Beneficiary. After periodic installments commence, the Beneficiary shall have the right to reduce the period over which such periodic installments shall be made, and the cash amount of such periodic installments shall be adjusted accordingly. In the event the death benefit payable pursuant to Section 6.2 is payable in installments, then, upon the death of the Participant, the Administrator may direct that the death benefit be segregated and invested separately, and that the funds accumulated in the segregated account be used for the payment of the installments. 6.7 - TIME OF SEGREGATION OR DISTRIBUTION Except as limited by Sections 6.5 and 6.6, whenever a distribution is to be made, or a series of payments are to commence, on or as of an Anniversary Date, the distribution or series of payments may be made or begun on such date or as soon thereafter as is practicable, but in no event later than 180 days after the Anniversary Date. However, unless a Former Participant elects in writing to defer the receipt of benefits (such election may not result in a death benefit that is more than incidental), the payment of benefits shall begin not later than the 60th day after the close of the Plan Year in which the latest of the following events occurs: (a) the date on which the Participant attains the earlier of age 62 or the Normal Retirement Age specified herein; (b) the 10th anniversary of the year in which the Participant commenced participation in the Plan; or (c) the date the Participant terminates his service with the Employer. Notwithstanding the foregoing, the failure of a Participant and, if applicable, the Participant's spouse, to consent to a distribution pursuant to Section 6.5(d), shall be deemed to be an election to defer the commencement of payment of any benefit sufficient to satisfy this Section. 6.8 - DISTRmUTION FOR MINOR BENEFICIARY In the event a distribution is to be made to a minor, then the Administrator may direct that such distribution be <<':)2006 Nationwide Retirement Solutions, Inc. 29 paid to the legal guardian, or if none, to a parent of such Beneficiary or a responsible adult with whom the Beneficlar\ maintains his or her residence, or to the custodian for such Beneficiary under the Uniform Gift to Minors Act or Gift t\ Minors Act, if such is permitted by the laws of the state in which said Beneficiary resides. Such a payment to the legal guardian, custodian or parent of a minor Beneficiary shall fully discharge the Trustee, Employer, and Plan from furthe liability on account thereof. 6.9 - LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN In the event that all, or any portion, of the distribution payable to a Participant or his or her Beneficiary hereunder shall, at the later of the Participant's attainment of age 62 or his or her Normal Retirement Age, remain unpaid solely by reason of the inability of the Administrator, after sending a registered letter, return receipt requested, to the last known address, and after further diligent effort, to ascertain the whereabouts of such Participant or his or her Beneficiary. the amount so distributable shall be treated as a Forfeiture pursuant to the Plan. In the event a Participant or Beneficiary is located subsequent to his or her benefit being reallocated, such benefit shall be restored, first from Forfeitures, if any. and then from an additional Employer contribution if necessary. 6.10 - PRE-RETIREMENT DISTRIBUTION For Profit Sharing Plans and 40I(k) Profit Sharing Plans, if elected in the Adoption Agreement, at such time as a Participant shall have attained the age specified in the Adoption Agreement, the Administrator, at the election of the Participant, shall direct the distribution of up to the entire amount then credited to the accounts maintained on behalf of the Participant. However, no such distribution from the Participant's Account shall occur prior to 100% vesting. In the event that the Administrator makes such a distribution, the Participant shall continue to be eligible to participate in the Plan on the same basis as any other Employee. Any distribution made pursuant to this Section shall be made in a manner consistent with Section 6.5. Furthermore, if an in-service distribution is permitted from more than one account type, the Administrator may determine any ordering of a Participant's distribution. 6.11 - ADVANCE DISTRIBUTION FOR HARDSHIP (a) For Profit Sharing Plans, if elected in the Adoption Agreement, the Administrator, at the election of the Participant, shall direct the distribution to any Participant in anyone Plan Year up to the lesser of 100% of his Participant's accounts valued as of the last Anniversary Date or other valuation date or the amount necessary to satisfy the immediate and heavy financial need of the Participant. Any distribution made pursuant to this Section shall be deemed to be made as of the first day of the Plan Year or, if later, the valuation date immediately preceding the date of distribution, and the account from which the distribution is made shall be reduced accordingly. Withdrawal under this Section shall be authorized only if the distribution is on account of: (1) Medical expenses described in Code Section 213(d) incurred by the Participant, his spouse, or any of his dependents (as defined in Code Section 152) or expenses necessary for these persons to obtain medical care as described in Code Section 213 (d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income); (2) Costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant; (3) Funeral or burial expenses for the Participant's deceased parent, spouse, children or dependents (as defined in Code Section 152, and, for taxable years beginning on or after January 1,2005, without regard to Code Section 152(d)(1)(B); (4) Payment of tuition, related educational fees, and for room and board expenses for up to the next twelve (12) months of post-secondary education for the Participant, his spouse, children, or dependents (as defined in Code Section 152, and, for taxable years beginning on or after January 1, 2005, without regard to Code Section 152(b)(1), (b)(2), and (d)(I)(B)); (5) The need to prevent the eviction of the Participant from his principal residence or foreclosure on the ~ 2006 Nationwide Retirement Solutions, Inc. 30 mortgage of the Participant's principal residence; or (6) Expenses for the repair of damage to the Participant's principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income). (b) No such distribution shall be made from the Participant's Account until such Account has become fully Vested. (c) Any distribution made pursuant to this Section shall be made in a manner which is consistent with and satisfies Code Section 401 (a)(9). 6.12 - QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION All rights and benefits, including elections, provided to a Participant in this Plan shall be subject to the rights afforded to any "alternate payee" under a "qualified domestic relations order". Furthermore, a distribution to an "alternate payee" shall be permitted if such distribution is authorized by a "qualified domestic relations order," as defined in Code Section 414(p). 6.13 - SPECIAL RULE FOR NON-ANNUITY PLANS If elected in the Adoption Agreement, the following shall apply to a Participant in a Profit Sharing Plan or 401 (k) Profit Sharing Plan and to any distribution, made on or after the first day of the first plan year beginning after December 31, 1988, from or under a separate account attributable solely to accumulated deductible employee contributions, as defined in Code Section 72(0)(5)(B), and maintained on behalf of a participant in a money purchase pension plan, (including a target benefit plan): (a) The Participant shall be prohibited from electing benefits in the form ofa life annuity; (b) Upon the death of the Participant, the Participant's entire Vested account balances will be paid to his or her surviving spouse, or, if there is no surviving spouse or the surviving spouse has already consented to waive his or her benefit, in accordance with Section 6.6, to his designated Beneficiary; (c) Except to the extent otherwise provided in this Section and Section 6.5(h), the other provisions of Sections 6.2, 6.5 and 6.6 regarding spousal consent and the forms of distributions shall be inoperative with respect to this Plan. (d) If a distribution is made under Sections 6.2, 6.5 or 6.6, such distribution may commence less than 30 days after the notice described in Section 1.41l(a)-1 I (c) of the Income Tax Regulations is given, provided that: (1) the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (2) the Participant, after receiving the notice, affirmatively elects a distribution. 6.14 - REQUIRED MINIMUM DISTRIBUTIONS (a) Effective Date. The provisions of this Section will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. (b) Requirements of Treasury Regulations Incorporated. All distributions required under this Section will be determined and made in accordance with the Treasury regulations under Section 401 (a)(9) of the Internal Revenue Code. (c) 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. <<) 2006 Nationwide Retirement Solutions, Inc. 31 (d) 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 follow:, (i) Ifthe Participant's surviving spouse is the Participant's sole designated beneficiary, distributions to the surviving spouse will begin by December 3] 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. (ii) If the Participant's surviving spouse is not the Participant's sole designated beneficiary, distributions to the designated beneficiary will begin by December 3] of the calendar year immediately following the calendar year in which the Participant died. (iii) Ifthere 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 3] of the calendar year containing the fifth anniversary of the Participant's death. (iv) 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 will apply as if the surviving spouse were the Participant. (e) Required Minimum Distributions During Participant's Lifetime. During the Participant's lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of: (i) the quotient obtained by dividing the Participant's account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.40I(a)(9)-9 of the Treasury regulations, using the Participant's age as of the Participant's birthday in the distribution calendar year; or (ii) 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 1.40 I (a)(9)-9 of the Treasury regulations, using the participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the distribution calendar year. (f) Death On or After Date Distributions Begin and Participant Survived by Designated Beneficiary. (i) 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: The Participant's remaining life expect,;mcy is calculated using the age of the Participant in the year of death, reduced by one'for e.ach subsequent year. (ii) If the Participant's surviving spouse is the Participiint's sole designatedbenefieiary, the remaining life expectancy of the surviving spouse is calcl,tlated for each distribution calendar year after the year of the Participant's death using the surviving spouse's age as of1:l1e spouse's birthday in that year. For distribution calendar years after the year of the survi'<ring spouse's death, the remaining life expectancy of the surviving spouse is calculated usi.rg the age of the surviving spouse as o.f~he spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calehdar year. . . . . (iii) If the Participant's surviving spouse is not the 'participant's sole design'ated beneficiary, the designated beneficiary's remaining life expectancy is calcu~ated using the age of the beneficiary in the year following the year ofthe Participant's death, reduced by one for each subsequent year. (iv) 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. (g) Death Before Date Distributions Begin and Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be <<::> 2006 Nationwide Retirement Solutions, Inc. 3 ~~ 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 remaining life expectancy of the Participant's designated beneficiary. (i) 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. (h) 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, this Section will apply as if the surviving spouse were the Participant. 6.15 - INVOLUNTARY DISTRIBUTIONS (a) If the plan provides for involuntary cash-outs of amounts $5,000 or less, then unless otherwise elected in the Adoption Agreement, this section shall apply for distributions made after December 31, 2001, and shall apply to all Participants. However, regardless of the preceding, this section shall not apply if the plan is subject to the qualified joint and survivor annuity requirements of Sections 40l(a)(II) and 417 of the Code. (b) For purposes of the sections of the plan that provide for the involuntary distribution of vested accrued benefits of $5,000 or less, the value of a Participant's non-forfeitable account balance shall be determined without regard to that portion of the account balance that is attributable to rollover contributions (and earnings allocable thereto) within the meaning of Sections 402(c), 403(a)(4), 403 (b)(8), 408(d)(3)(A)(ii), and 457(e)(l6) of the Code. @ 2006 Nationwide Retirement Solutions, Inc. 33 ARTICLE vn - TRUSTEE 7.1 - BASIC RESPONSffiILITIES OF THE TRUSTEE The Trustee shall have the following categories of responsibilities: (a) Consistent with the "funding policy and method" determined by the Employer, to invest, manage, and control the Plan assets subject, however, to the direction of an Investment Manager, if the Employer should appoint such manager as to all or a portion of the assets of the Plan; (b) At the direction of the Administrator, to pay benefits required under the Plan to be paid to Participants, or, in the event of their death, to their Beneficiaries; (c) To maintain records of receipts and disbursements and furnish to the Employer and/or Administrator for each Plan Year a written annual report per Section 7.7; and (d) If there shall be more than one Trustee, they shall act by a majority of their number, but may authorize one or more of them to sign papers on their behalf. 7.2 - INVESTMENT POWERS AND DUTIES OF THE TRUSTEE (a) The Trustee shall invest and reinvest the Trust Fund to keep the Trust Fund invested without distinction between principal and income and in such securities or property, real or personal, wherever situated, as the Trustee shall deem advisable, including, but not limited to, stocks, common or preferred, bonds and other evidences of indebtedness or ownership, and real estate or any interest therein. The Trustee shall at all times in making investments of the Trust Fund consider, among other factors, the short and long-term fmancial needs of the Plan on the basis of information furnished by the Employer. In making such investments, the Trustee shall not be restricted to securities or other property of the character expressly authorized by the applicable law for trust investments; however, the Trustee shall give due regard to any limitations imposed by the Code so that at all times this Plan may qualify as a qualified Plan and Trust. (b) The Trustee may employ a bank or trust company pursuant to the terms of its usual and customary bank agency agreement, under which the duties of such bank or trust company shall be of a custodial, clerical and record- keeping nature. (c) The Trustee may from time to time transfer to a common, collective, or pooled trust fund maintained by any corporate Trustee hereunder pursuant to Revenue Ruling 81-100, all or such part of the Trust Fund as the Trustee may deem advisable, and such part or all ofthe Trust Fund so transferred shall be subject to all the terms and provisions of the common, collective, or pooled trust fund which contemplate the commingling for investment purposes of such trust assets with trust assets of other trusts. The Trustee may withdraw from such common, collective, or pooled trust fund all or such part of the Trust Fund as the Trustee may deem advisable. (d) The Trustee, at the direction of the Administrator and pursuant to instructions from the individual designated in the Adoption Agreement for such purpose and subject to the conditions set forth in the Adoption Agreement, shall ratably apply for, own, and pay all premiums on Contracts on the lives of the Participants. Any initial or additional Contract purchased on behalf of a Participant shall have a face amount of not less than $1,000, the amount set forth in the Adoption Agreement, or the limitation of the Insurer, whichever is greater. Ifa life insurance Contract is to be purchased for a Participant, the aggregate premium for ordinary life insurance for each Participant must be less than 50% of the aggregate contributions and Forfeitures allocated to a Participant's Combined Account. For purposes of this limitation, ordinary life Contracts are Contracts with both non-decreasing death benefits and non-increasing premiums. If term or I universal life insurance is purchased with such contributions, the aggregate premium must be less than 25% of the , aggregate contributions and Forfeitures allocated to a Participant's Combined Account. If both term insurance and ordinary life insurance are purchased with such contributions, the amount expended for term insurance plus one-half of the premium for ordinary life insurance must be less than 25% of the aggregate Employer contributions and Forfeitures <<) 2006 Nationwide Retirement Solutions, Inc. 34 allocated to a Participant's Combined Account. The Trustee must distribute the Contracts to the ParticIpant or convert the entire value of the Contracts at or before retirement into cash or provide for a periodic income so that no portion of such value may be used to continue life insurance protection beyond retirement. Notwithstanding the above, the limitation.' imposed herein with respect to the purchase of life insurance shall not apply, in the case of a Profit Sharing Plan, to the portion of a Participant's Account that has accumulated for at least two (2) Plan Years, Notwithstanding anything hereinabove to the contrary, amounts credited to a Participant's Qualified Voluntary Employee Contribution ACCOlHF shall not be applied to the purchase of life insurance contracts (e) The Trustee will be the owner of any life insurance Contract purchased under the terms of this Plan. The Contract must provide that the proceeds will be payable to the Trustee; however, the Trustee shall be required to pay over all proceeds of a life insurance Contract to the Participant's designated Beneficiary in accordance with the distribution provisions of Article VI. A Participant's spouse will be the designated Beneficiary pursuant to Section 6.2, unless a qualified election has been made in accordance with Sections 6.5 and 6.6 of the Plan, if applicable. Under no circumstances shall the Trust retain any part of the proceeds. However, the Trustee shall not pay the proceeds in a method that would violate the requirements of the Code and the Regulations thereunder (f) Unless authorized in writing by Nationwide to the contrary, a portion of the assets of the Trust Fund shall be invested in products provided by Nationwide Life Insurance Company, or its related or affiliated companies. 7.3 - OTHER POWERS OF THE TRUSTEE The Trustee, in addition to all powers and authorities under common law, statutory authority and other provisions of this Plan, shall have the following powers and authorities to be exercised in the Trustee's sole discretion: (a) To purchase, or subscribe for, any securities or other property and to retain the same. In conjunction with the purchase of securities, margin accounts may be opened and maintained; (b) To sell, exchange, convey, transfer, grant options to purchase, or otherwise dispose of any securities or other property held by the Trustee, by private contract or at public auction. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition, with or without advertisement; (c) To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers ot attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities, or other property; (d) To cause any securities or other property to be registered in the Trustee's own name or in the name of one or more of the Trustees nominees, and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund; (e) To borrow or raise money for the purposes of the Plan in such amount, and upon such terms and conditions, as the Trustee shall deem advisable; and for any sum so borrowed, to issue a promissory note as Trustee, and to secure the repayment thereof by pledging all, or any part, of the Trust Fund; and no person lending money to the Trustee shall be bound to see to the application of the money lent or to inquire into the validity, expediency, or propriety of any borrowing; (f) To keep such portion of the Trust Fund in cash or cash balances as the Trustee may, from time to time, deem to be in the best interests of the Plan, without liability for interest thereon; (g) To accept and retain for such time as it may deem advisable any securities or other property received or acquired by it as Trustee hereunder, whether or not such securities or other property would normally be purchased as investments hereunder; ~ 2006 Nationwide Retirement Solutions, Inc. 35 (h) To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (i) To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Plan, to commence or defend suits or legal or administrative proceedings, and to represent the Plan in all suits and legal and administrative proceedings; G) To employ suitable agents and counsel and to pay their reasonable expenses and compensation, and such agent or counsel mayor may not be agent or counsel for the Employer; (k) To apply for and procure from the insurer as an investment of the Trust Fund such annuity, or other Contracts (on the life of any Participant or group of participants) as the Administrator shall deem proper; to exercise, at any time or from time to time, whatever rights and privileges may be granted under such annuity, or other Contracts; to collect, receive, and settle for the proceeds of all such annuity, or other Contracts as and when entitled to do so under the provisions thereof; (1) To invest funds of the Trust in time deposits or savings accounts bearing a reasonable rate of interest in the Trustee's bank; (m) To invest in Treasury Bills and other forms of United States government obligations; (n) To sell, purchase and acquire put or call options if the options are traded on and purchased through a national securities exchange registered under the Securities Exchange Act of 1934, as amended, or, ifthe options are not traded on a national securities exchange, are guaranteed by a member firm of the New York Stock Exchange; (0) To deposit monies in federally insured savings accounts or certificates of deposit in banks or savings and loan associations; (p) To pool all or any of the Trust Fund, from time to time, with assets belonging to any other qualified employee pension benefit trust created by the Employer or any Affiliated Employer, and to commingle such assets and make joint or common investments and carry joint accounts on behalf of this Plan and such other trust or trusts, allocating undivided shares or interests in such investments or accounts or any pooled assets of the two or more trusts in accordance with their respective interests; (q) To do all such acts and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to carry out the purposes of the Plan. (r) "Directed Investment Account" The powers granted to the Trustee shall be exercised in the sole fiduciary discretion of the Trustee. However, if elected in the Adoption Agreement, each Participant may direct the Trustee to separate and keep separate his or her interest in the Plan; and further each Participant is authorized and empowered, in his or her sole and absolute discretion, to give directions to the Trustee in such form as the Trustee may require concerning the investment of the Participant's Directed Investment Account, which directions must be followed by the Trustee subject, however, to restrictions on payment of life insurance premiums. Neither the Trustee nor any other persons, including the Administrator or otherwise, shall be under any duty to question any such direction of the Participant or to review any securities or other property, real or personal, or to make any suggestions to the Participant in connection therewith, and the Trustee shall comply as promptly as practicable with directions given by the Participant hereunder. Any such direction may be of a continuing nature or otherwise and may be revoked by the Participant at any time in such form as the Trustee may require. The Trustee may refuse to comply with any direction from the Participant in the event the Trustee, in its sole and absolute discretion, deems such directions improper by virtue of applicable law, and in such event, the Trustee shall not be responsible or liable for any loss or expense which may result. Any costs and expenses related to compliance with the Participant's directions shall be borne by the Participant's Directed Investment Account. In the event the Participant fails to direct his Directed Investment Account, the Trustee shall direct such account. Notwithstanding anything hereinabove to the contrary, the Trustee shall not invest any portion of a Directed Investment Account in "collectibles" within the meaning of that term as employed in Code Section 408(m). ~ 2006 Nationwide Retirement Solutions, Inc. 36 7.4 - LOANS TO PARTICIPANTS (a) If specified in the Adoption Agreement, the Trustee (or, if loans are treated as Directed Investment pursuanl to the Adoption Agreement, the Administrator) may, in the Trustee's (or, if applicable, the Administrator's) sole discretion, make loans to Participants or Beneficiaries under the following circumstances: (1) loans shall be made available to all Participants and Beneficiaries on a reasonably equivalent basis; (2) loans shall not be made available to highly compensated employees (as defined in Code Section 414(q)) in an amount greater than the amount made available to other Participants; (3) loans shall bear a reasonable rate of interest; (4) loans shall be adequately secured; and (5) loan, shall provide for periodic repayment over a reasonable period of time. (b) Loans shall not be granted to any Participant that provide for a repayment period extending beyond such Participant's Normal Retirement Date. (c) Loans made pursuant to this Section (when added to the outstanding balance of all other loans made by the Plan to the Participant) shall be limited to the lesser of: (1) $50,000 reduced by the excess (if any) of the highest outstanding balance of loans from the Plan to the Participant during the one year period ending on the day before the date on which such loan is made, over the outstanding balance of loans from the Plan to the Participant on the date on which such loan was made, or (2) one-half (l/2) of the present value of the non-forfeitable accrued benefit of the Employee under the Plan. For purposes of this limit, all plans of the Employer shall be considered one plan. (d) No Participant loan shall take into account the present value of such Participant's Qualified Voluntary Employee Contribution Account. (e) Loans shall provide for level amortization with payments to be made not less frequently than quarterly over a period not to exceed five (5) years. However, loans used to acquire any dwelling unit which, within a reasonable time, is to be used (determined at the time the loan is made) as a principal residence of the Participant shall provide for periodic repayment over a reasonable period oftime that may exceed five (5) years. (f) An assignment or pledge of any portion of a Participant's interest in the Plan and a loan, pledge, or assignment with respect to any Contract purchased under the Plan, shall be treated as a loan under this Section. (g) Any loan made pursuant to this Section after August 18, 1985 where the vested interest of the Participant is used to secure such loan shall require the written consent of the Participant's spouse in a manner consistent with Section 6.5(a), provided the spousal consent requirements of such Section apply to the Plan. Such written consent must be obtained within the 90-day period prior to the date the loan is made. Any security interest held by the Plan by reason of an outstanding loan to the Participant shall be taken into account in determining the amount of the death benefit or Pre- Retirement Survivor Annuity. However, no spousal consent shall be required under this paragraph if the total accrued benefit subject to the security is not in excess of$5,OOO. (h) The Administrator shall be authorized to establish Participant loan procedures, which must include, but need not be limited to, the following: (l) the identity of the person or positions authorized to administer the Participant loan program: (2) a loan application procedure; (3) the basis on which loans will be approved or denied; (4) limitations, if any, on the types and amounts ofloans offered, including what constitutes a hardship or financial need if selected in the Adoption Agreement; (5) the procedure under the program for determining a reasonable rate of interest: <<;) 2006 Nationwide Retirement Solutions, Inc. 1,'"'1 (6) the types of collateral which may secure a Participant loan; and (7) the events constituting default and the steps that will be taken to preserve plan assets. Such Participant loan procedures shall be contained in a separate written document which, when properly executed, is hereby incorporated by reference and made a part of this Plan. Furthermore, such Participant loan procedures may be modified or amended in writing from time to time without the necessity of amending this Section of the Plan. (i) Unless indicated otherwise in the Adoption Agreement, loan payments will be suspended under this Plan as permitted under Code Section 414(u). U) If the Employer elects to permit plan loans in the Adoption Agreement, then effective for plan loans made after December 31, 200 I, plan provisions prohibiting loans to any owner-employee or shareholder-employee shall cease to apply. 7.5 - DUTIES OF THE TRUSTEE REGARDING PAYMENTS At the direction of the Administrator, the Trustee shall, from time to time, in accordance with the terms of the Plan, make payments out of the Trust Fund. The Trustee shall not be responsible in any way for the application of such payments. \ 7.6 - TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES The Trustee shall be paid such reasonable compensation as set forth in the Trustee's fee schedule, if any, or as otherwise agreed upon in writing by the Employer and the Trustee. An individual serving as Trustee who already receives full-time pay from the Employer shall not receive compensation from this Plan. In addition, the Trustee shall be reimbursed for any reasonable expenses, including reasonable counsel fees incurred by it as Trustee. Such compensation and expenses shall be paid from the Trust Fund unless paid or advanced by the Employer. All taxes of any kind and all kinds whatsoever that may be levied or assessed under existing or future laws upon, or in respect of, the Trust Fund or the income thereof, shall be paid from the Trust Fund to the extent permitted by law. 7.7 - ANNUAL REPORT OF THE TRUSTEE Within a reasonable period of time after the later of the Anniversary Date or receipt of the Employer's contribution for each Plan Year, the Trustee, or its agent, shall furnish to the Employer and Administrator a written statement of account with respect to the Plan Year for which such contribution was made setting forth: (a) the net income, or loss, of the Trust Fund; (b) the gains, or losses, realized by the Trust Fund upon sales or other disposition of the assets; (c) the increase, or decrease, in the value of the Trust Fund; (d) all payments and distributions made from the Trust Fund; and (e) such further information as the Trustee and/or Administrator deems appropriate. The Employer, forthwith upon its receipt of each such statement of account, shall acknowledge receipt thereof in writing and advise the Trustee and/or Administrator of its approval or disapproval thereof. Failure by the Employer to disapprove any such statement of account within thirty (30) days after its receipt thereof shall be deemed an approval thereof. The approval by the Employer of any statement of account shall be binding as to all matters embraced therein as between the Employer and the Trustee to the same extent as if the account of the Trustee had been settled by judgment or decree in an action for a Ii judicial settlement of its account in a court of competent jurisdiction in which the Trustee, the Employer and all persons having or claiming an interest in the Plan were parties; provided, however, that nothing herein contained shall deprive the Trustee of its right to have its accounts judicially settled if the Trustee so desires. @ 2006 Nationwide Retirement Solutions, Inc. 38 7.8 - RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE (a) The Trustee may resign at any time by delivering to the Employer, at least thirty (30) days before its effective date, a written notice of resignation. (b) The Employer may remove the Trustee by mailing by registered or certified mail, addressed to such Trustee at the Trustee's last known address, at least thirty (30) days before its effective date, a written notice of removal. (c) Upon the death, resignation, incapacity, or removal of any Trustee, a successor may be appointed by the Employer; and such successor, upon accepting such appointment in writing and delivering same to the Employer, shall, without further act, become vested with all the estate, rights, powers, discretion's, and duties of the predecessor with like respect as if originally named as a Trustee herein. Until such a successor is appointed, the remaining Trustee or Trustees shall have full authority to act under the terms of the Plan. (d) The Employer may designate one or more successors prior to the death, resignation, incapacity, or removal of a Trustee. In the event a successor is so designated by the Employer and accepts such designation, the successor shall, without further act, become vested with all the estate, rights, powers, discretion's, and duties of the predecessor with the like effect as if originally named as Trustee herein immediately upon the death, resignation, incapacity, or removal of the predecessor. (e) Whenever any Trustee hereunder ceases to serve as such, such Trustee shall furnish to the Employer and Administrator a written statement of account with respect to the portion of the Plan Year during which such Trustee served. This statement shall be either (i) included as part of the annual statement of account for the Plan Year required under Section 7.7, or (ii) set forth in a special statement. Any such special statement of account should be rendered to the Employer no later than the due date of the annual statement of account for the Plan Year. The procedures set forth in Section 7.7 for the approval by the Employer of annual statements of account shall apply to any special statement of account rendered hereunder and approval by the Employer of any such special statement in the manner provided in Section 7.7 shall have the same effect upon the statement as the Employer's approval of an annual statement of account. No successor to the Trustee shall have any duty or responsibility to investigate the acts or transactions of any predecessor who has rendered all statements of account required by Section 7.7 and this subparagraph. 7.9 - TRANSFER OF INTEREST Notwithstanding any other provision contained in this Plan, the Trustee, at the direction of the Administrator, shall transfer the vested interest, if any, of such Participant in his account to another trust forming part of a pension, profit sharing, or stock bonus plan maintained by such Participant's new employer and represented by said employer in writing as meeting the requirements of Code Section 401(a), provided that the trust to which such transfers are made permits the transfer to be made. (a) Notwithstanding any provision of the plan to the contrary, that would otherwise limit a Participant's distribution election under the Plan, a Participant shall be permitted to elect to have any "eligible rollover distribution" transferred directly to an "eligible retirement plan" specified by the Participant. The Plan provisions otherwise applicable to distributions continue to apply to the direct transfer option. The Participant shall, in the manner prescribed by the Administrator, specify the amount to be directly transferred and the "eligible retirement plan" to receive the transfer. Any portion of a distribution which is not transferred shall be distributed to the Participant. (b) For purposes ofthis Section, the term "eligible rollover distribution" means any distribution other than (i) a distribution of substantially equal periodic payments (not less frequently than annually) over the life or life expectancy of the Participant (or joint life or joint life expectancies of the Participant and the designated beneficiary) or a distribution over a period certain of ten years or more; (ii) amounts required to be distributed under Code Section 401 (a)(9); (iii) the portion of any other distribution that is not includible in gross income; (iv) excess annual additions, and income allocable thereto, returned pursuant to Section 4.5; (v) corrective distributions of excess deferrals, together with the income allocable thereto, pursuant to Section I1.2(f); (vi) loans that are deemed distributed under Code Section 72(p); (vii) the cost of coverage under a life insurance contract (P.S. 58 costs), (viii) any hardship distribution described in Code Section <<J 2006 Nationwide Retirement Solutions, Inc. 39 401(k)(2)(B)(i)(IV) and (ix) similar items designated by the Commissioner in revenue rulings, notices and other guidance published in the Internal Revenue Bulletin. (c) For purposes of this section, 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 Code Section 408(a) or (b), or to a qualified defined contribution plan described in Code Sections 401(a) or 403(b) 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. (d) For purposes of this Section, the term "eligible retirement plan" means (i) an individual retirement account as described in Code Section 408(a); (ii) an individual retirement annuity as described in Code Section 408(b); (iii) an annuity plan as described in Code Sections 403(a) or 403(b); (iv) an eligible plan under Code Section 457(b) 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 which agrees to separately account for amounts transferred into such plan from this plan; or (v) a defined contribution plan as described in Code Section 401(a) which is exempt from tax under Code Section 501 (a) and which accepts rollover distributions, provided that the Plan Administrator of such plan represents in writing that such plan meets the requirements of Code Section 401(a). (e) The election described in subsection (a) shall also be available to the surviving spouse after the Participant's death; however, distributions to the surviving spouse may only be transferred to an individual retirement account or individual retirement annuity. For purposes of subsection (a), a spouse or former spouse who is the alternate payee under a qualified domestic relations order as defined in Code Section 414(p) will be treated as the Participant. 7.10 - TRUSTEE INDEMNIFICATION The Employer agrees to indemnifY and save harmless the Trustee against any and all claims, losses, damages, expenses and liabilities the Trustee may incur in the exercise and performance of the Trustee's powers and duties hereunder, unless the same are determined to be due to gross negligence or willful misconduct. ~ 2006 Nationwide Retirement Solutions, Inc. 40 ARTICLE VIII- AMENDMENT, TERMINATION, AND MERGERS 8.1 - AMENDMENT (a) The Employer shall have the right at any time to amend this Plan subject to the limitations of this Section. However, any amendment which affects the rights, duties or responsibilities of the Trustee and Administrator may only be made with the Trustee's and Administrator's written consent. Any such amendment shall become effective as provided therein upon its execution. The Trustee shall not be required to execute any such amendment unless the amendment affects the duties of the Trustee hereunder. (b) No amendment to the Plan shall be effective if it authorizes or permits any part of the Trust Fund (other than such part as is required to pay taxes and administration expenses) to be used for or diverted to any purpose other than for the exclusive benefit ofthe Participants or their Beneficiaries or estates; or causes any reduction in the amount credited to the account of any Participant; or causes or permits any portion of the Trust Fund to revert to or become property of the Employer. 8.2 - TERMINATION (a) The Employer shall have the right at any time to terminate the Plan by delivering to the Trustee and Administrator written notice of such termination. Upon any full or partial termination, all amounts credited to the affected Participants' Combined Accounts shall become 100% vested and shall not thereafter be subject to forfeiture, and all unallocated amounts shall be allocated to the accounts of all Participants in accordance with the provisions hereof. (b) Upon the full termination of the Plan, the Employer shall direct the distribution of the assets to Participants in a manner which is consistent with and satisfies the provisions of the Plan and Code to a Participant shall be made in cash (or in property if permitted in the Adoption Agreement) or through the purchase of irrevocable nontransferable deferred commitments from the Insurer. 8.3 - MERGER OR CONSOLIDATION This Plan may be merged or consolidated with, or its assets and/or liabilities may be transferred to any other plan only if the benefits which would be received by a Participant of this Plan, in the event of a termination of the plan immediately after such transfer, merger or consolidation, are at least equal to the benefits the Participant would have received if the Plan had terminated immediately before the transfer, merger or consolidation. (Q 2006 Nationwide Retirement Solutions, Inc. 41 ARTICLE IX - MISCELLANEOUS 9.1 - EMPLOYER ADOPTIONS (a) Any organization may become the Employer hereunder by executing the Adoption Agreement in form satisfactory to the Trustee, and it shall provide such additional information as the Trustee may require. The consent of the Trustee to act as such shall be signified by its execution of the Adoption Agreement. (b) Except as otherwise provided in this Plan, the affiliation of the Employer and the participation of its Participants shall be separate and apart from that of any other employer and its participants hereunder. 9.2 - PARTICIPANT'S RIGHTS Nothing contained in this Plan shall be deemed to give any Participant or Employee the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge any Participant or Employee at any time regardless of the effect which such discharge shall have upon him as a Participant of this Plan. 9.3 - ALIENATION (a) Subject to the exceptions provided below, no benefit which shall be payable to any person (including a Participant or his Beneficiary) shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void. No such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of any such person, nor shall it be subject to attachment or legal process for or against such person, and the same shall not be recognized except to such extent as may be required by law. (b) This provision shall not apply to the extent a Participant or Beneficiary is indebted to the Plan, for any reason, under any provision of this Plan. At the time a distribution is to be made to or for a Participant's or Beneficiary's benefit, such proportion of the amount to be distributed equal to such indebtedness shall be paid to the Plan, to apply against or discharge such indebtedness. Prior to making a payment, however, the Participant or Beneficiary must be given written notice by the Administrator that such indebtedness is to be so paid in whole or part from his or her Participant's Combined Account. If the Participant or Beneficiary does not agree that the indebtedness is a valid claim against his or her Vested Participant's Combined Account, he or she shall be entitled to a review of the validity of the claim in accordance with procedures provided in Section 2.10. (c) This provision shall not apply to a "qualified domestic relations order" defined in Code Section 414(p), and those other domestic relations orders permitted to be so treated by the Administrator under the provisions of the Retirement Equity Act of 1984. The Administrator shall establish a written procedure to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. Further, to the extent provided under a "qualified domestic relations order," a former spouse of a Participant shall be treated as the spouse or surviving spouse for all purposes under the Plan. (d) Notwithstanding any provision of this Section to the contrary, an offset to a Participant's accrued benefit against an amount that the Participant is ordered or required to pay the Plan with respect to a judgment, order, or decree issued, or a settlement entered into, on or after August 5, 1997, shall be permitted in accordance with Code Section 401 (a)(13)(C) and (D). 9.4 - CONSTRUCTION OF PLAN ~ This Plan and Trust shall be construed and enforced according to the Code and the laws of the State or Commonwealth in which the Employer's principal office is located, other than its laws respecting choice of law, to the ~ 2006 Nationwide Retirement Solutions, Inc. 42 extent not pre-empted by the Code. 9.5 - GENDER AND NUMBER Wherever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were also used in all of the other genders in all cases where they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in the other form in all cases where they would so apply. 9.6 - LEGAL ACTION In the event any claim, suit, or proceeding is brought regarding the Trust Fund and/or Plan established hereunder to which the Trustee or the Administrator may be a party, and such claim, suit, or proceeding is resolved in favor of the Trustee or Administrator, they shall be entitled to be reimbursed from the Trust Fund for any and all costs, attorney's fees. and other expenses pertaining thereto incurred by them for which they shall have become liable. 9.7 - PROHffiITION AGAINST DIVERSION OF FUNDS (a) Except as provided below and otherwise specifically permitted by law, it shall be impossible by operation ot the Plan or of the Trust, by termination of either, by power of revocation or amendment, by the happening of any contingency, by collateral arrangement or by any other means, for any part of the corpus or income of any Trust Fund maintained pursuant to the Plan or any funds contributed thereto to be used for, or diverted to, purposes other than the exclusive benefit of Participants, Retired Participants, or their Beneficiaries. (b) In the event the Employer shall make a contribution under a mistake of fact, the Employer may demand repayment of such contribution at any time within one (1) year following the time of payment and the Trustees shall return such amount to the Employer within the one (1) year period. Earnings of the Plan attributable to the contributions may not be returned to the Employer but any losses attributable thereto must reduce the amount so returned. 9.8 - EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE Neither the Employer nor the Trustee, nor their successors, shall be responsible for the validity of any Contract issued hereunder or for the failure on the part of the Insurer to make payments provided by any such Contract, or for the action of any person which may delay payment or render a Contract null and void or unenforceable in whole or in part. 9.9 - INSURER'S PROTECTIVE CLAUSE The Insurer who shall issue Contracts hereunder shall not have any responsibility for the validity of this Plan or for the tax or legal aspects of this Plan. The Insurer shall be protected and held harmless in acting in accordance with any written direction of the Trustee, and shall have no duty to see to the application of any funds paid to the Trustee, at the Trustee's direction, nor be required to question any actions directed by the Trustee. Regardless of any provision of this Plan, the Insurer shall not be required to take or permit any action or allow any benefit or privilege contrary to the terms of any Contract which it issues hereunder, or the rules ofthe Insurer. 9.10 - RECEIPT AND RELEASE FOR PAYMENTS Any payment to any Participant, his or her legal representative, Beneficiary, or to any guardian or committee appointed for such Participant or Beneficiary in accordance with the provisions of this Plan, shall, to the extent thereof be in full satisfaction of all claims hereunder against the Trustee and the Employer. 9.11 - ACTION BY THE EMPLOYER i&:> 2006 Nationwide Retirement Solutions, Inc. 4:' Whenever the Employer under the terms of the Plan is permitted or required to do or perform any act or matter or thing, it shall be done and performed by a person duly authorized by the Employer's legally constituted authority. 9.12 - HEADINGS The headings and subheadings of this Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof. 9.13 - APPROVAL BY INTERNAL REVENUE SERVICE Notwithstanding anything herein to the contrary, if, pursuant to a timely application filed by or in behalf of the Plan, the Commissioner of Internal Revenue Service or his delegate should determine that the Plan does not initially qualifY as a tax-exempt plan and trust under Code Sections 401 and 501, respectively, and such determination is not contested, or if contested, is finally upheld, then if the Plan is a new plan, it shall be void from its establishment and all amounts contributed to the Plan, by the Employer, less expenses paid, shall be returned within one year. Thereafter, the Plan shall terminate and the Trustee shall be discharged from all further obligations. If the disqualification relates to an amended plan, then the Plan shall operate as if it had not been amended and restated, except with respect to any part of the amended Plan which shall not cause Plan disqualification. 9.14 - UNIFORMITY All provisions of this Plan shall be interpreted and applied in a uniform, nondiscriminatory manner. 9.15 - PAYMENT OF BENEFITS Benefits under this Plan shall be paid, subject to Section 6.10 and Section 6.11 only upon death, Total and Permanent Disability, normal or early retirement, termination of employment, or upon Plan Termination. 9.16 - UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT ACT Notwithstanding any provision in this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) ofthe Code. ~ 2006 Nationwide Retirement Solutions, Inc. 44 ARTICLE X - PARTICIPATING EMPLOYERS 10.1 - ELECTION TO BECOME A PARTICIPATING EMPLOYER Notwithstanding anything herein to the contrary, with the consent of the Employer and Trustee, any affiliated governmental employer may adopt this Plan and all of the provisions hereof, and participate herein and be known as a "Participating Employer", by a properly executed document evidencing said intent and will of such Participating Employer. 10.2 - REOUIREMENTS OF PARTICIPATING EMPLOYERS (a) Each Participating Employer shall be required to select the same Adoption Agreement provisions as those selected by the Employer other than the Plan Year, the Fiscal Year, and such other items that must, by necessity, vary among employers. (b) Each such Participating Employer shall be required to use the same Trustee as provided in this Plan. (c) The Trustee may, but shall not be required to, commingle, hold and invest as one Trust Fund all contributions made by Participating Employers, as well as all increments thereof. (d) The transfer of any Participant from or to an Employer participating in this Plan, whether it be an Employee of the Employer or a Participating Employer, shall not affect such Participant's rights under the Plan, and all amounts credited to such Participant's Combined Account as well as his or her accumulated service time with the transferor or predecessor, and his or her length of participation in the Plan, shall continue to his or her credit. (e) Any expenses of the Plan which are to be paid by the Employer shall be paid by each Participating Employer in the same proportion that the total amount standing to the credit of all Participants employed by such Employer bears tc the total standing to the credit of all Participants. 10.3 - DESIGNATION OF AGENT Each Participating Employer shall be deemed to be a part of this Plan; provided, however, that with respect to all of its relations with the Trustee and Administrator for the purpose of this Plan, each Participating Employer shall be deemed to have designated irrevocably the Employer as its agent. Unless the context of the Plan clearly indicates the contrary, the word "Employer" shall be deemed to include each Participating Employer as related to its adoption of the Plan. 10.4 - EMPLOYEE TRANSFERS It is anticipated that an Employee may be transferred between Participating Employers, and in the event of any such transfer, the Employee involved shall carry his or her accumulated service and eligibility to the new Employer. No such transfer shall effect a termination of employment hereunder, and the Participating Employer to which the Employee is transferred shall thereupon become obligated hereunder with respect to such Employee in the same manner as was the Participating Employer from whom the Employee was transferred. <<:> 2006 Nationwide Retirement Solutions, Inc. 45 10.5 - PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES Any contribution or Forfeiture subject to allocation during each Plan Year shall be allocated among all Participants of all Participating Employers in accordance with the provisions of this Plan. On the basis of the information furnished by the Administrator, the Trustee shall keep separate books and records concerning the affairs of each Participating Employer hereunder and as to the accounts and credits of the Employees of each Participating Employer. The Trustee may, but need not, register Contracts so as to evidence that a particular Participating Employer is the interested Employer hereunder, but in the event of an Employee transfer from one Participating Employer to another, the transferring Employer shall immediately notify the Trustee thereof. 10.6 - AMENDMENT Amendment of this Plan by the Employer at any time when there shall be a Participating Employer hereunder shall only be by the written action of each and every Participating Employer and with the consent of the Trustee, where such consent is necessary in accordance with the terms of this Plan. 10.7 - DISCONTINUANCE OF PARTICIPATION Any Participating Employer shall be permitted to discontinue or revoke its participation in the Plan at any time. At the time of any such discontinuance or revocation, satisfactory evidence thereof and of any applicable conditions imposed shall be delivered to the Trustee. The Trustee shall thereafter transfer, deliver and assign Contracts and other Trust Fund assets allocable to the Employees of such Participating Employer, who are Plan Participants, to such new Trustee as shall have been designated by such Participating Employer, in the event that it has established a separate pension plan for its Employees. If no successor is designated, the Trustee shall retain such assets for the Employees of said Participating Employer pursuant to the provisions of Article VII hereof. In no such event shall any part of the corpus or income of the Trust Fund as it relates to such Participating Employer be used for or diverted for purposes other than for the exclusive benefit of the Employees of such Participating Employer. 10.8 - ADMINISTRATOR'S AUTHORITY The Administrator shall have authority to make any and all necessary rules or regulations, binding upon all Participating Employers and all Participants, to effectuate the purpose of this Article. @ 2006 Nationwide Retirement Solutions, Inc. 46 ARTICLE XI - CASH OR DEFERRED PROVISIONS Notwithstanding any provisions in the Plan to the contrary, the provisions of this Article shall apply with respect to any 401 (k) Profit Sharing Plan, if such plan was adopted before May 7, 1986. 11.1 - FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION (a) For each Plan Year, the Employer shall contribute to the Plan: (i) The amount of the total salary reduction elections of all Participants made pursuant to Section 11.2(a), which amount shall be deemed an Employer's Elective Contribution, plus (ii) If specified in E3 of the Adoption Agreement, a matching contribution equal to the percentage specified in the Adoption Agreement of the Deferred Compensation of each Participant eligible to share in the allocations of the matching contribution, which amount shall be deemed an Employer's Non-Elective or Elective Contribution as selected in the Adoption Agreement, plus (iii) If specified in E4 of the Adoption Agreement, a discretionary amount, if any, which shall be deemed an Employer's Non-Elective Contribution. (b) All contributions by the employer shall be made in cash or in such property as is acceptable to the Trustee. 11.2 - PARTICIPANT'S SALARY REDUCTION ELECTION (a) If selected in the Adoption Agreement, each Participant may elect to defer his or her Compensation which would have been received in the Plan Year, but for the deferral election, subject to the limitations of this Section and the Adoption Agreement. A deferral election (or modification of an earlier election) may not be made with respect to Compensation which is currently available on or before the date the Participant executed such election, or if later, the latest of the date the Employer adopts this cash or deferred arrangement, or the date such arrangement first became effective. Any elections made pursuant to this Section shall become effective as soon as is administratively feasible. In addition, except for occasional, bona fide administrative considerations, contributions made pursuant to such an election cannot precede the earlier of (1) the performance of services relating to the contribution and (2) when the compensation that is subject to the election would be currently available to the Employee in the absence of an election to defer. Each Participant may make a separate election to defer and have allocated for a Plan Year all or a portion ot any cash bonus attributable to services performed by the Participant for the Employer during such Plan Year as specified in the Adoption Agreement. The amount by which compensation and/or cash bonuses are reduced shall be that Participant's deferrals and be treated as an Elective Contribution and allocated to that Participant's Elective Account. Once made, a Participant's election to reduce Compensation shall remain in effect until modified or terminated. Modifications may be made as specified in the Adoption Agreement, and terminations may be made at any time. Any modification or termination of an election will become effective as soon as is administratively feasible. (b) The balance in each Participant's Elective Account shall be fully vested at all times and shall not be subject to Forfeiture for any reason. The Plan shall disregard Elective Contributions in applying the vesting provisions of the Plan to other contributions or benefits under Code Section 41 I (a)(2). However, the Plan shall otherwise take a participant's Elective Contributions into account in determining the Participant's vested benefits under the Plan. Thus, for example, the Plan shall take Elective Contributions into account in determining whether a Participant has a nonforfeitable right to contributions under the Plan for purposes offorfeitures, and for applying provisions permitting the repayment of distributions to have forfeited amounts restored, and the provisions of ~ 2006 Nationwide Retirement Solutions, Inc. 47 Code Sections 410(a)(5)(D)(iii) and 411(a)(6)(D)(iii) permitting a plan to disregard certain service completed prior to breaks-in-service (sometimes referred to as "the rule of parity"). (c) Amounts held in the Participant's Elective Account and Qualified Non-Elective Account may be distributable as permitted under the Plan, but in no event prior to the earlier of: (1) a Participant's separation from service, Total and Permanent Disability, or death; (2) a Participant's attainment of age 59 1/2; (3) the financial hardship of a Participant, subject to the limitations of Section 1104; (4) the termination of the Plan without the existence, at the time of Plan termination, of another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)) or the establishment of a successor defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)) by the Employer or an Affiliated Employer within the period ending twelve months after distribution of all assets from the Plan maintained by the Employer; (5) for Plan Years beginning before December 31, 1984 the date of the disposition by the Employer to an entity that is an unrelated entity of substantially all of the assets (within the meaning of Code Section 409( d)(2)) with respect to a Participant who continues employment with the entity acquiring such assets; or (6) the date of the disposition by the Employer or an Affiliated Employer of its interest in a subsidiary (within the meaning of Code Section 409(d)(3)) to an entity that is not an Affiliated Employer with respect to a Participant who continues employment with such subsidiary. (d) In any Plan Year beginning after December 3 I, 1986, a Participant's deferrals made under this Plan and all other plans, contracts or arrangements of the Employer maintaining this Plan shall not exceed the limitation imposed by Code Section 402(g), as in effect for the calendar year in which such Plan Year began, except to the extent permitted under Section 4.7(f) and Section 4l4(v) of the Code. If such dollar limitation is exceeded solely from elective deferrals made under this Plan or any other Plan maintained by the Employer, a Participant will be deemed to have notified the Administrator of such excess amount which shall be distributed in a manner consistent with Section 1 I.2(f). This dollar limitation shall be adjusted annually pursuant to the method provided in Code Section 4l5(d) in accordance with Regulations. (e) In the event a Participant has received a hardship distribution pursuant to Regulation 1.401 (k)-l( d)(2)( iii)(B) from any other plan maintained by the Employer or from his or her Participant's Elective Account pursuant to Section 11.4, then such Participant shall not be permitted to elect to have Salary Deferrals contributed to the Plan on his or her behalf for a period of twelve (12) months following the receipt of the distribution. However, for calendar years beginning after 2001, a Participant who receives such distribution of elective deferrals after December 3 I, 2001, on account of hardship shall be prohibited from making elective deferrals and employee contributions under this and all other plans of the employer for six (6) months after receipt of the distribution. Furthermore, the dollar limitation under Code Section 402(g) shall be reduced, with respect to the Participant's taxable year following the taxable year in which the hardship distribution was made, by the amount of such Participant's Salary Deferrals, if any, made pursuant to this Plan (and any other plan maintained by the Employer) for the taxable year of the hardship distribution. If the Plan provides for hardship distributions upon satisfaction of the safe harbor standards set forth in Regulation Sections 1.401(k)-1(d)(3)(iii)(B) (deemed immediate and heavy financial need) and 1.401(k)- 1(d)(3)(iv)(E) (deemed necessary to satisfy immediate need), then there shall be no reduction in the maximum amount of elective deferrals that a Participant may make pursuant to Code Section 402(g) solely because of a hardship distribution made by this Plan or any other plan of the Employer after December 31, 2005. (t) If a Participant's Salary Deferrals under this Plan together with any elective deferrals (as defined in \ Regulation Section 1 A02(g)-I(b)) under another qualified cash or deferred arrangement (as defined in Code Section 401 l (k)), a simplified employee pension (as defined in Code Section 408(k)), a salary reduction arrangement (within the meaning of Code Section 3l21(a)(5)(D)), a deferred compensation plan under Code Section 457(c), an elective employer contribution under a simple retirement account described in Code section 408(p)(2)(A)(i) or a trust described in Code <<;) 2006 Nationwide Retirement Solutions, Inc. 48 Section 501(c)(18) cumulatively exceed the limitation imposed by Code Section 402(g) (as adjusted annually III accordance with the method provided in Code Section 415( d) pursuant to Regulations) for such Participant's taxable year except to the extent permitted under Section 4.7(f) of this plan or Code Sections 414(v) or 408(p)(2)(A)(ii), the Participant may, not later than March I st following the close of his or her taxable year, notify the Administrator in writing of such excess and request that his or her Salary Deferrals under this Plan be reduced by an amount specified by the Participant. In such event, the Administrator shall direct the Trustee to distribute such excess amount (and any Income allocable to such excess amount) to the Participant not later than the first April 15th following the close of the Participant's taxable year. Distributions in accordance with this paragraph may be made for any taxable year ofthe Participant. Any distribution of less than the entire amount of Excess Deferrals and Income shall be treated as a pro rata distribution of Excess Deferrals and Income. The amount distributed shall not exceed the Participant's deferrals under the Plan for the taxable year. Any distribution on or before the last day of the Participant's taxable year must satisfy each of the following conditions: (1) the Participant shall designate the distribution as Excess Deferrals; (2) the distribution must be made after the date on which the Plan received the Excess Deferrals; and (3) the Plan must designate the distribution as a distribution of Excess Deferrals. Any distribution under this Section shall be made first from unmatched deferrals and, thereafter, simultaneously from deferrals which is matched and matching contributions which relate to such deferrals. However, an) such matching contributions which are not vested shall be forfeited in lieu of being distributed. For the purpose of this Section, "income" means the amount of income or loss allocable to a Participant's Excess Deferrals and shall be equal to the sum ofthe allocable gain or loss for the taxable year of the Participant and the allocable gain or loss for the period between the end of the taxable year of the Participant and the date of distribution ("gap period"). The income or loss allocable to each such period is calculated separately and is determined by multiplying the income or loss allocable to the Participant's Deferrals for the respective period by a fraction. The numerator of the fraction is the Participant's Excess Deferrals for the taxable year of the Participant. The denominator is the balance, as of the last day of the respective period, of the Participant's Elective Account that is attributable to the Participant's Deferrals reduced by the gain allocable to such total amount for the respective period and increased by the loss allocable to such total amount for the respective period. In lieu of the "fractional method" described above, a "safe harbor method" may be used to calculate the allocable income or loss for the "gap period." Under such "safe harbor method," allocable income or loss for the "gap period" shall be deemed to equal ten percent (10%) of the income or loss allocable to a Participant's Excess Deferrals for the taxable year of the Participant multiplied by the number of calendar months in the "gap period." For purposes of determining the number of calendar months in the "gap period," a distribution occurring on or before the fifteenth day of the month shall be treated as having been made on the last day of the preceding month and a distribution occurring after such fifteenth day shall be treated as having been made on the first day of the next subsequent month. Income or loss allocable to any distribution of Excess Deferrals on or before the last day ofthe taxable year of the Participant shall be calculated from the first day of the taxable year of the Participant to the date on which the distribution is made pursuant to either the "fractional method" or the "safe harbor method." Notwithstanding the above, for any distribution under this Section which is made after August 15, 1991. such distribution shall not include any income for the "gap period". Further provided, for any distribution under this Section which is made after August 15, 1991, the amount ofIncome may be computed using a reasonable method that lS consistent with Section 4.3(c), provided such method is used consistently for all Participants and for all such distributions for the Plan Year. Notwithstanding the above, for the 1987 calendar year, income during the "gap period" shall not be taken into account. (g) At Normal Retirement Date, or such other date when the Participant shall be entitled to receive benefits, the fair market value of the Participant's Elective Account shall be used to provide benefits to the Participant or his or her Beneficiary. ~ 2006 Nationwide Retirement Solutions, Inc. 49 (h) Employer Elective Contributions made pursuant to this Section may be segregated into a separate account for each Participant in a federally insured savings account, certificate of deposit in a bank or savings and loan association, money market certificate, or other short-term debt security acceptable to the Trustee until such time as the allocations pursuant to Section 11.3 have been made. (i) The Employer shall adopt a procedure necessary to implement the salary reduction elections provided for herein. 11.3 - ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS (a) The Administrator shall establish and maintain an account in the name of each Participant to which the Administrator shall credit as of each Anniversary Date, or other valuation date, all amounts allocated to each such Participant as set forth herein. (b) The Employer shall provide the Administrator with all information required by the Administrator to make a proper allocation of the Employer's contributions for each Plan Year. Within a reasonable period of time after the date of receipt by the Administrator of such information, the Administrator shall allocate such contribution as follows: (1) With respect to the Employer's Elective Contribution made pursuant to Section ll.I(a), to each Participant's Elective Account in an amount equal to each such Participant's deferrals for the year. (2) With respect to the Employer's Matching Contribution made pursuant to Section ll.I(b), to each Participant's Account, or Participant's Elective Account as selected in E3 of the Adoption Agreement, in accordance with Section 11.1 (b). Except, however, a Participant who is not credited with a Year of Service during any Plan Year shall or shall not share in the Employer's Matching Contribution for that year as provided in E3 of the Adoption Agreement. (3) With respect to the Employer's Non-Elective Contribution made pursuant to Section 11.I(c), to each Participant's Account in accordance with the provisions of Sections 4.3(b)(2) or 4.3(b)(3), whichever is applicable. (c) Notwithstanding anything herein to the contrary, participants who terminated employment during the Plan Year shall share in the salary reduction contributions made by the Employer for the year of termination without regard to the Hours of Service credited. (d) Notwithstanding anything herein to the contrary (other than Section 11.3( c), any Participant who terminated employment during the Plan Year shall or shall not share in the allocations of the Employer's Matching Contribution made pursuant to Section 11.I(b), the Employer's Non-Elective Contributions made pursuant to Section 11.1 (c), and Forfeitures as provided in the Adoption Agreement. 11.4 - ADVANCE DISTRIBUTION FOR HARDSHIP (a) The Administrator, at the election of the Participant, shall direct the Trustee to distribute to any Participant in anyone Plan Year up to the lesser of (I) 100% of his or her accounts as specified in the Adoption Agreement valued as of the last Anniversary Date or other valuation date or (2) the amount necessary to satisfy the immediate and heavy financial need of the Participant. Any distribution made pursuant to this Section shall be deemed to be made as of the first day of the Plan Year or, if later, the valuation date immediately preceding the date of distribution, and the account from which the distribution is made shall be reduced accordingly. Withdrawal under this Section shall be authorized only if the distribution is on account of one of the following or any other items permitted by the Commissioner ofInternal Revenue: (1) Medical expenses described in Code Section 213(d) incurred by the Participant, the Participant's spouse, or any of his or her dependents (as defined in Code Section 152) or expenses necessary for these persons to obtain medical care (determined without regard to whether the expenses exceed 7.5% of adjusted gross income); ~ 2006 Nationwide Retirement Solutions, Inc. 50 (2) The purchase (excluding mortgage payments) of a principal residence for the Participant: (3) Funeral or burial expenses for the Participant's deceased parent, spouse, children or dependents (as defined in Code Section 152, and, for taxable years beginning on or after January 1, 2005, without regard to Code Section 1 52(d)(1)(B); (4) Payment oftuition and related educational fees for up to the next 12 months of post-secondary education for the Participant, his or her spouse, children, or dependents (as defined in Code Section 152, and for taxable years beginning on or after January 1, 2005, without regard to Code Section 152(b)(1), (b)(2), and (d)(1)(B)); (5) The need to prevent the eviction of the Participant from his or her principal residence or foreclosure on the mortgage of the Participant's principal residence; or (6) Expenses for the repair of damage to the Participant's principal residence that would qualifY for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income). (b) No such distribution shall be made from the Participant's Account until such Account has become fully vested. (c) No distribution shall be made pursuant to this Section unless the Administrator, based upon the Participant's representation and such other facts as are known to the Administrator, determines that all of the following conditions are satisfied: (1) The distribution is not in excess of the amount of the immediate and heavy financial need of the Participant (including any amounts necessary to pay any federal, state, or local taxes or penalties reasonably anticipated to result from the distribution); (2) The Participant has obtained all distributions, other than hardship distributions, and all nontaxable loans currently available under all plans maintained by the Employer; (3) The Plan, and all other plans maintained by the Employer, provide that the Participant's Elective Contributions and voluntary Employee contributions will be suspended for at least twelve (12) months after receipt ofthe hardship distribution, or, if the plan provides for hardship distributions upon satisfaction of the safe harbor (deemed) standards as set forth in Treas. Reg. Section 1.401 (k)-1 (d)(2)(iv), then a Participant who receives a distribution of elective deferrals after December 31, 2001, on account of hardship shall be prohibited from making elective deferrals and employee contributions under this and all other plans of the employer for six (6) months after receipt of the distribution; and (4) The Plan, and all other plans maintained by the Employer, provide that the Participant may not make elective deferrals for the Participant's taxable year immediately following the taxable year of the hardship distribution in excess of the applicable limit under Code Section 402(g) for such next taxable year less the amount of such Participant's elective deferrals for the taxable year of the hardship distribution. But, if the Plan provides for hardship distributions upon satisfaction of the safe harbor standards set forth in Regulation Sections 1.401 (k)- 1 (d)(3)(iii)(B) (deemed immediate and heavy financial need) and 1.40 I (k)-I(d)(3)(iv)(E) (deemed necessary to satisfY immediate need), then there shall be no reduction in the maximum amount of elective deferrals that a Participant may make pursuant to Code Section 402(g) solely because of a hardship distribution made by this Plan or any other plan of the Employer after December 3 I, 2005. (d) Notwithstanding the above, distributions from the Participant's Elective Account and Qualified Non-Elective Account pursuant to this Section shall be limited solely to the Participant's deferrals and any income attributable thereto credited to the Participant's Elective Account as of December 31, 1988. (e) Any distribution made pursuant to this Section shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all applicable notice and consent requirements of Code Sections 411(a)(11) and 417 and the Regulations thereunder. ~ 2006 Nationwide Retirement Solutions, Inc. "I * EXHIBIT i ~ I ADOPTION AGREEMENT FOR NATIONWIDE RETIREMENT SOLUTIONS GOVERNMENTAL MONEY PURCHASE PLAN AND TRUST The undersigned Employer adopts NRS Governmental Money Purchase Plan and Trust for those Employees who shall qualify as Participants hereunder, to be known as the Al <<Plan Name>> (Enter Plan Name) It shall be effective as of the date specified below. The employer hereby selects the following Plan specifications: CAUTION: In order for the Plan to qualify under Internal Revenue Code Section 40I(a), this Adoption Agreement must be properly filled out. EMPLOYER INFORMATION BI Name of Employer <<Er Name>> B2 Address <<Address>> <<City>> <<State>> <<Zip>> City State Zip Telephone <<Ph>> B3 Employer Identification Number <<EN>> B4 NAME(S) OF TRUSTEE(S) a. <<Trustee!>> b. <<Trustee2>> c. <<Trustee3>> ~ 2006 Nationwide Retirement Solutions, Inc. I Adoption Agreement B5 TRUSTEES' ADDRESS a. [ ] Use Employer Address b. [ ] Street <<Tee City>> <<Tee State>> <<Tee Zip>> City State Zip B6 LOCATION OF EMPLOYER'S PRINCIPAL OFFICE a. []State of b. [] Commonwealth of <<Ers Commonwealth>> and this Plan and Trust shall be governed under the laws of the same. B7 EMPLOYER FISCAL YEAR means the 12 consecutive month period: Commencing on a. <<FB>> (e.g., January 151) and month day ending on b. <<FE>>. month day ~ 2006 Nationwide Retirement Solutions, Inc. .') Adoption Agreement .. ULAN INFORMATION C1 EFFECTIVE DATE This Adoption Agreement ofNRS Governmental Money Purchase Plan and Trust shall: a. [ ] establish a new Plan effective as of _ (hereinafter called the "Effective Date"). b. [] constitute an amendment and restatement in its entirety of a previously established qualified Plan of the Employer which was effective (hereinafter called the "Effective Date"). Except as specifically provided in the Plan, the effective date of this amendment and restatement is C2 PLAN YEAR means the 12 consecutive month period: Commencing on a. <<PB>> (e. g. January 1 st) and ending on b. <(PE>>. IS THERE A SHORT PLAN YEAR? c. [] No d. [ ]Yes, beginning <<SB>> and ending <<SE>> C3 ANNIVERSARY DATE of Plan (Annual Valuation Date) a. <<AD>> month day C4 PLAN NUMBER assigned by the Employer (select one) a. []001 b. []002 c. [] 003 d. [ ] Other @ 2006 Nationwide Retirement Solutions, Inc. 3 Adoption Agreement C5 NAME OF PLAN ADMINISTRATOR (Document provides for the Employer to appoint an Administrator. If none is named, the Employer will become the Administrator.) a. [] Employer (Use Employer Address and Telephone) b. [] Name <<Admin name>> Address r ]Use Employer Address <<Admin Street>> <<Admin City>> <<Admin State>> <<Admin Zip>> City State Zip Telephone <<Admin Phone>> Administrator's I. D. Number <<Admin ID>> C6 PLAN'S AGENT FOR SERVICE OF LEGAL PROCESS a. [] Employer (Use Employer Address) b. [] Name <<Agent Name>> Address <<Agent Street>> <<A gent_ City>> <<Agent State>> <<Agent Zip>> City State Zip ~ 2006 Nationwide Retirement Solutions, Inc. 4 Adoption Agreement T,',LIGIBILITY, VESTING AND RETIREMENT AGE Dl ELIGIBLE EMPLOYEES (plan Section 1.11) shall mean: a. [] all Employees who have satisfied the eligibility requirements b. [] all Employees who have satisfied the eligibility requirements in the classes checked below: 1. [ ] Elected Officials 2. [ ] Managers 3. [ ] All others c. [] all Employees who have satisfied the eligibility requirements except those checked below: 1. [] Employees hourly paid. 2. [ ] Employees paid by salary. 3. [] Employees whose employment is governed by a collective bargaining agreement between the Employer and "employee representatives" under which retirement benefits were the subject of good faith bargaining. For this purpose, the term "employee representatives" does not include any organization more than half of whose members are employees who are officers or executives of the Employer. 4. [] Employees who are non-resident aliens who received no earned income (within the meaning of Code Section 91 1 (d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861 (a)(3)). 5. [] Other NOTE: For purposes ofthis section, the term Employee shall include all Employees of this Employer and any leased employees deemed to be Employees under Code Section 4l4(n) or 414(0). ~ 2006 Nationwide Retirement Solutions, Inc. S Adoption Agreement 02 HOURS OF SERVICE (Plan Section 1.23) will be determined on the basis of the method selected below. Only one method may be selected. The method selected will be applied to all Emp]oyee~ covered under the Plan. a. [] On the basis of actual hours for which an Employee is paid or entitled to payment. b. [] On the basis of days worked. An Employee would be credited with ten (10) hours of service if under the Plan, such employee would be credited with at least one (1) Hour of Service during the day. c. [] On the basis of weeks worked. An Employee will be credited forty-five (45) Hours of Service if under the Plan such Employee would be credited with at least one (1) Hour of Service during the week. d. [] On the basis of semi-monthly payroll periods. An Employee will be credited with ninety-five (95) Hours of Service if under the Plan such Employee would be credited with at least one (1) Hour of Service during the semi-monthly payroll period. e. [] On the basis of months worked. An Employee will be credited with one hundred ninety (190) Hours of Service if under the Plan such Employee would be credited with at least one (1) Hour of Service during the month. D3 YEARS OF SERVICE (Plan Section 1.55) a. For Eligibility: (select one): [] Hours Method. A Year of Service shall be credited for a computation period in which an Employee completes at least N\A Hours of Service. [] Elapsed Time Method. b. For Vesting: (select one): [] Hours Method. A Year of Service shall be credited for a computation period in which an Employee completes at least 1000 Hours of Service. [] Elapsed Time Method. @ 2006 Nationwide Retirement Solutions, Inc. 6 Adoption Agreement .J4 CONDITIONS OF ELIGIBll"ITY (Plan Section 3.1) (Check either a OR b and c, and if applicable, d) Any Eligible Employee will be eligible to participate in the Plan if such Eligible Employee has satisfied the service and age requirements, if any, specified below: a. [] NO AGE OR SERVICE REQUIRED b. [] SERVICE REQUIREMENT 1. [] None 2. [] <<Elig Months)) Months of Service 3. [] 1 Year of Service 4. [] 2 Years of Service 5. [] Other NOTE: If the service requirement selected is or includes a fractional year, an Employee will not be required to complete any specified number of Hours of Service to receive credit for such fractional year. If expressed in Months of Service, an Employee will not be required to complete any specified number of Hours of Service in a particular month. c. [] AGE REQUIREMENT 1. [] N/ A - No Age Requirement 2. [] 20 ~ 3. [] 21 4. [] Other d. [] FOR NEW PLANS ONL Y - Regardless of any of the above age or service requirements, any Eligible Employee who was employed on the Effective Date of the Plan shall be eligible to participate hereunder and shall enter the Plan as of such date. @ 2006 Nationwide Retirement Solutions, Inc. 7 Adoption Agreement D5 EFFECTIVE DATE OF PARTICIPATION (Plan Section 3..2l An Eligible Employee shall become a Participant as of: a. [] the first day he or she met all eligibility requirements. b. [] the earlier of the first day of the seventh month or the first day of the Plan Year coinciding with or next following the date on which he or she met the requirements. c. [] the first day of the Plan Year coinciding with or next following the date on which he or she met the requirements. d. [] the first day of the month coinciding with or next following the date on which he or she met the requirements. e. [ ] Other: , provided that an Employee who has satisfied the maximum age and service requirements that are permissible in Section D4 above and who is otherwise entitled to participate, shall commence participation no later than the earlier of (a) 6 months after such requirements are satisfied, or (b) the first day of the first Plan Year after such requirements are satisfied, unless the Employee separates from service before such ~ 2006 Nationwide Retirement Solutions, Inc. 8 Adoption Agreement T)6 VESTING OF PARTICIPANT'S INTEREST (plan Section 6.4(b)) The vesting schedule, based on number of Years of Service, shall be as follows: a [ ] 100% upon entering Plan. b [ ] 0-2 years 0% c [ ] 0-4 years 0% 3 years 100% 5 years 100% d [ ] 0-1 year 0% e [ ] Less than 1 year 0% 2 years 20% 1 year 25% 3 years 40% 2 years 50% 4 years 60% 3 years 75% 5 years 80% 4 years 100% 6 years 100% f [ ] Less than 1 year 0% g [ ] 0- 2 years 0% 1 year 20% 3 years 20% 2 years 40% 4 years 40% 3 years 60% 5 years 60% 4 years 80% 6 years 80% 5 years 100% 7 years 100% h [ ] Other - Years of Service Percentage ~ 2006 Nationwide Retirement Solutions, Inc. 9 Adoption Agreement D7 VESTING (plan Section 6.4(f)) In determining Years of Service for vesting purposes, Years of Servlcc attributable to the following shall be EXCLUDED. a. [] Service prior to the Effective Date of the Plan or a predecessor plan. b. [] Service prior to the time an Employee attained age 18. c. [] N/ A - No Years of Service shall be excluded. D8 PLAN SHALL RECOGNIZE SERVICE WITH PREDECESSOR EMPLOYER a. [] No. b. [] Yes: Years of Service with shall be recognized for all purposes of this Plan. NOTE: If the predecessor Employer maintained this qualified Plan, then Years of Service with such predecessor Employer shall be recognized pursuant to Section 1.55 and b. must be marked. D9 NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.31) means: a. [] the date a Participant attains his or her <<NRAage>> birthday. (not to exceed 65th) b. [] the later of the date a Participant attains his or her birthday (not to exceed 65th) or the (not to exceed 10th) anniversary ofthe first day of the Plan Year in which participation in the Plan commenced. DIG NORMAL RETIREMENT DATE (Plan Section 1.32) shall commence: a. [] as of the Participant's "NRA." OR (must select b. or c. AND 1. or 2.) b. [] as of the first day of the month. . . c. [] as of the Anniversary Date. . . 1. [] coinciding with or next following the Participant's "NRA" 2. [] nearest the Participant's "NRA." ~ 2006 Nationwide Retirement Solutions, Inc. 10 Adoption Agreement ,11 EARL Y RETIREMENT DATE (Plan Section 1.11) means the: a. [] No Early Retirement provision provided. b. [] date on which a Participant. . . c. [] first day of the month coinciding with or next following the date on which a Participant. . d. [] Anniversary Date coinciding with or next following the date on which a Participant . . . AND, if b, c, or d was selected. . . [] attains his or her <<ERDage>> birthday and has [] completed at least <<ERDservice>> Years of Service. e. [] A Participant who attains his or her Early Retirement Date shall: 1. [] be 100 % vested upon attainment of his or her Early Retirement Date. 2. [] be subject to the vesting schedule set forth in Section D6 of the Adoption Agreement. (Q 2006 Nationwide Retirement Solutions, Inc. 11 Adoption Agreement CONTRIBUTIONS, ALLOCATIONS, AND DISTRIBUTIONS El a. COMPENSATION (Plan Section 1.7) with respect to any Participant means: 1. [] Wages, tips, and other compensation on Form W-2. 2. [] Section 340l(a) wages (wages for withholding purposes). 3. [] 415 safe-harbor compensation. b. COMPENSATION shall be 1. [] actually paid (must be selected if Plan is integrated) 2. [] accrued c. HOWEVER, for non-integrated plans, Compensation shall exclude (select all that apply): 1. [] N/ A. No exclusions 2. [] overtime 3. [] bonuses 4. [ ]other d. FOR PURPOSES OF THIS SECTION El, Compensation shall be based on: 1. [] the Plan Year. 2. [] the Fiscal Year coinciding with or ending within the Plan Year. 3. [] the Calendar Year coinciding with or ending within the Plan Year. NOTE: The Limitation Year shall be the same as the year on which Compensation is based. e. HOWEVER, for an Employee's first year of Participation, Compensation shall be recognized as of: 1. [] the first day of the Plan Year. 2. [] the date the Participant entered the Plan. f. IN ADDITION, COMPENSATION 1. [ ] Shall 2. [] Shall not include compensation which is not currently includible in the Participant's gross income by reason of the application of Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b), 414(h) or 457(b). ~ 2006 Nationwide Retirement Solutions, Inc. 12 Adoption Agreement ~2 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION FOR A NON-INTEGRATED PLAN a. [] <<MP Nonintegrated>>% of each Participant's Compensation. (25% Maximum) FOR AN INTEGRATED PLAN b. [] <<MP Integrated base >>% of each Participant's TOTAL Compensation, plus c. [] <<MP Integrated excess >>% (see Note below) of such Compensation in excess of: d. The Taxable Wage Base. e. [] The greater of $10,000 or 20% of the Taxable Wage Base. f. [ ] <<Int level of TWB>>% of the Taxable Wage Base (see Note below). g. [] $<<1nt level >>. (see note below). h. [] $ <<1nt level >>, and increasing by <<Int level of inc>>% of the actual dollar increase in the Taxable Wage Base for each subsequent year. NOTE: The excess percentage specified in c. above may not exceed the lesser of the following limits and shall be adjusted each year as appropriate. 1. The base percentage specified in b. above. 2. 5.7%. 3. 4.3% iff. or g. above is more than 20% and less than or equal to 80% of the Taxable Wage Base. 4. 5.4% iff. or g above is less than 100% and more than 80% of the Taxable Wage Base. FOR A 457 PLAN CONTRIBUTION CONTINGENCY a. [ ] A Participant in this Plan is required to make a contribution to the Employer's deferred compensation plan (457 Plan) in the amount of $<<M 457 Ee >>or <<M 457 Ee 1>>% per pay period to receive an Employer matching contribution in this Plan. The Employer's matching contribution shall be: 1. [] An amount equal to $ <<M 457 Er >>per pay period for each Employee eligible to receive an employer matching contribution. 2. [] An amount equal to <<M 457 Er 1>>% of the amount that each Employee defers under the Employer's 457 Plan subject to a maximum of <<M 457 Er max>> per <<M 457 Er pay -period>>. (e.g. pay period) 3. [ ]Other or such other amount as the Employer shall authorize by resolution. J ; @ 2006 Nationwide Retirement Solutions, Inc. 13 Adoption Agreement E3 FORFEITURES (Plan Section 4.3(e)) a. [] Forfeitures of contributions other than matching contributions shall be . 1. [ ] N/ A because Employer contributions (other than matching) are fully vested. 2. [] Allocated to all Participants eligible to share in the allocations in the same proportion that each Participant's Compensation for the year bears to the Compensation of all Participants for such year. 3. [ ] Allocated to all Participants eligible to share in the allocations in the same proportion that each Participant's Compensation for the year bears to the Compensation of all Participants for such year. NOTE: Employer forfeitures (other than matching forfeitures) shall only be allocated to all Participants who have a subaccount on the last day of the Plan Year in which such amounts were forfeited and allocated to such Participant's subaccount. 4. [] Used to reduce Employer's contribution (other than matching). 5. [] Applied to offset administrative expenses of the Plan. Ifforfeitures exceed the administrative expenses, 2 will apply to such excess. E4 ALLOCATIONS TO ACTIVE PARTICIPANTS (Plan Section 4.3) A Participant: a. [] shall b. [] shall not be required to complete a Year of Service in order to share in any Contributions or Forfeitures (if reallocated). NOTE: A Year of Service for allocation purposes will be credited for a computation period in which an Employee completes at least <<Allocation YOS>> (insert I,OOO or fewer) Hours of Service. E5 PAR TICIP A TING EMPLOYEES' MANDA TORY EMPLOYEE CONTRIBUTIONS An eligible Employee shall, subsequent to his Entry Date, contribute <<MP Mandatory >>% of his Compensation to the Plan. Note: The Mandatory Contribution shall be considered "picked up" by the Employer under Section 414(h) of the code. All Eligible Employees are required to make a Mandatory Contribution as a condition of employment. ~ 2006 Nationwide Retirement Solutions, Inc. 14 Adoption Agreement E6 ALLOCATIONS TO TERMINATED PARTICIPANTS (plan Section 4.3(f)) Any Participant who terminated employment during the Plan Year for reasons other than death, Total and Permanent Disability or retirement: a. [ ] shall share in the allocations of Contributions and Forfeitures provided such Participant completed more than <<Allocation Hours>> Hours of Service. b. [ ] shall not share in the allocations of Contributions and Forfeitures regardless of Hours of Service. Note: All forfeitures shall be allocated in accordance with Section E3. E7 ALLOCATIONS TO TERMINATED PARTICIPANTS (plan Section 4.3(g)) Any Participant who terminated employment during the Plan Year as a result of death, Total and Permanent Disability or retirement: a. [] shall share in the allocations as provided in Section 4.3 of the basic plan document regardless of whether they complete the service requirement specified in E6 above. b. [] shall not receive an allocation unless the Participant completes the service requirement specified in E6 above. E8 LIMITATIONS ON ALLOCATIONS (plan Section 4.4) a. If any Participant is or was covered under another qualified defined contribution plan maintained by the Employer, or if the Employer maintains a welfare benefit fund, as defined in Code Section 415 (1 )(2), under which amounts are treated as Annual Additions with respect to any Participant in this Plan: 1. [] N/A. 2. [] The provisions of Section 4.3(b) of the Plan will apply as if the other plan were a Master or Prototype Plan. 3. [] 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. \ ~ 2006 Nationwide Retirement Solutions, Inc. 15 Adoption Agreement E9 DISTRIBUTIONS UPON DEATH (plan Section 6.6(h)) Distributions upon the death of a Participant prior to receiving any benefits shall , a. [] be made pursuant to the election of the Participant or Beneficiary. b. [] begin within 1 year of death for a designated beneficiary and be payable over the life (or over a period not exceeding the life expectancy) of such beneficiary, except that ifthe beneficiary is the Participant's spouse, begin within the time the Participant would have attained age 70 2. c. [] be made within 5 years of death for all beneficiaries. d. [] other --- ---- EI0 LIFE EXPECTANCIES (Plan Section 6.14) for minimum distributions required pursuant to Code Section 401(a)(9) shall. . . a. [] be recalculated at the Participant's election. b. [] be recalculated. c. [] not be recalculated. Ell CONDITIONS FOR DISTRIBUTIONS UPON TERMINA nON Distributions upon termination of employment pursuant to Section 6.4(a) of the Plan shall not be made unless the following conditions have been satisfied: a. [] N/A. Immediate distributions may be made at Participant's election. b. [] The Participant has incurred <<Breaks in service>> I-Year Break(s) in Service. c. [] The Participant has reached his or her Early or Normal Retirement Age. d. [] Distributions may be made at the Participant's election on or after the Anniversary Date following termination of employment. e. [] Other E12 FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6) Distributions under the Plan may be made. . . a. [] in annuities b. [] in lump sums c. [ ] in lump sums or installments d. [] in other E13 PAR nCIP ANT CONSENT TO DISTRIBUTIONS (Plan Section 6.15) a. [] Participant consent is required for all distributions of vested accrued benefits of any amount including amounts of$I,OOO or less. b. [] Participant consent is required for all distributions of vested accrued benefits except for distributions of $1,000 or less. Vested accrued benefits under $1,000 may be distributed without the consent of the participant. c. [] Participant consent is required for all distributions of vested accrued benefits except for distributions of $5,000 or less. In the event of a mandatory distribution greater than $1,000 but <Q 2006 Nationwide Retirement Solutions, Inc. ]6 Adoption Agreement less than $5,000, made in accordance with the provisions of the Plan providing for an automatic distribution to a Participant without the Participant's consent, if the Participant does not elect to have such distribution paid directly to an "eligible retirement plan" specified by the Participant in a direct rollover (in accordance with the direct rollover provisions the Plan) or to receive the distribution directly, then the Administrator shall pay the distribution in a direct rollover to an individual retirement plan designated by the Administrator. E14 EXCLUSION OF ROLLOVERS IN APPLICATION OF INVOLUNTARY CASH-OUT PROVISIONS Unless one of the options below is elected, effective for distributions made after December 31, 2001, rollover contributions will be excluded in determining the value of the participant's non-forfeitable account balance for purposes of the plan's involuntary cash-out rules. a. [ ] Rollover contributions will not be excluded. b. [ ] Rollover contributions will be excluded only with respect to distributions made after (Enter a date no earlier than December 31, 2001). c. [ ] Rollover contributions will only be excluded with respect to participants who separated from service after . (Enter a date. The date may be earlier than December 31~ 2001.) E15 The provisions of Section 6.12, concerning domestic relations orders, [] shall [] shall not apply. <<J 2006 Nationwide Retirement Solutions, Inc. 17 Adoption Agreement MISCELLANEOUS Fl Loans to Participants (Plan Section 7.4) a. [] Yes, loans may be made up to the lesser of $50,000, reduced as provided in Section 7.4 of the Plan, or 1/2 of the Participant's vested interest. b. [] No, loans may not be made. IF YES, (check all that apply) c. [] loans shall be treated as a Directed Investment. d. [] loans shall be made for hardship or financial necessity. e. [] the minimum loan shall be $1,000. f. [ ] loan payments [ ] will [ ] will not be suspended under this Plan as permitted under Code Section 414(u). F2 DIRECTED INVESTMENT ACCOUNTS (plan Section 4.8) are permitted for the interest in anyone or more accounts. a. [] Yes b. [] No F3 TRANSFERS FROM QUALIFIED PLANS (Plan Section 4.6) a. [] Yes, transfers from qualified plan (and rollovers) will be allowed. b. [] No, transfers from qualified plans (and roll overs) will not be allowed. AND, transfers shall be permitted. . . c. [] from any Employee, even if not a Participant. d. [] from Participants only. F4 EMPLOYEES' VOLUNTARY CONTRIBUTIONS (Plan Section 4.7) a. [] Yes, Voluntary Contributions are allowed subject to the limits of Section 4.7. b. [] No, Voluntary Contributions will not be allowed. (Q 2006 Nationwide Retirement Solutions, Inc. 18 Adoption Agreement F5 LIFE INSURANCE (plan Section 7.2 (d)) may be purchased with Plan contributions. a. [] No life insurance may be purchased. b. [] Yes, at the option of the Administrator. c. [] Yes, at the option of the Participant. AND, the purchase of initial or additional life insurance shall be subject to the following limitations, in addition to the Plan limitations: (Select all that apply) d. [] N/ A, no limitations. e. [] each initial Contract shall have a minimum face amount of $ f. [] each additional Contract shall have a minimum face amount of $ g. [] the Participant has completed . Years of Service. h. [] the Participant has completed Years of Service while a Participant in the Plan. 1. [] the Participant is under age on the Contract issue date. J. [] the maximum amount of all Contracts on behalf of a Participant shall not exceed $ k. [] the maximum face amount of life insurance shall be $ 1. [] A Participant shall be 100% vested in life insurance upon purchase. m. [] The date in any Plan Year on which life insurance shall be purchased shall be I ~ 2006 Nationwide Retirement Solutions, Inc. 19 Adoption Agreement PLEASE CAREFULL Y READ This Adoption Agreement may be used only in conjunction with the Nationwide Retirement Solutions, Inc. Model Governmental Defined Contribution Plan and Trust Document. This Adoption Agreement and the basic Plan document shall together be known as the Nationwide Retirement Solutions Governmental Money Purchase Plan and Trust. The adoption of this Plan, the qualification of the Plan and Trust under Code Sections 401(a) and 501(a), respectively, and the related tax consequences are the responsibility of the Employer and its independent tax and legal advisors. In order to have reliance in such circumstances or with respect to such qualification requirements, application for a determination letter must be made to the appropriate office of the Internal Revenue Service. This Adoption Agreement and the accompanying Plan document may not be used unless an authorized representative of Nationwide Retirement Solutions has acknowledged the use of the Plan. Such acknowledgment is for ministerial purposes only. It acknowledges that the Employer is using the Plan but does not represent that this Plan, including the choices selected on the Adoption Agreement, has been reviewed by a representative of Nationwide Retirement Solutions or constitutes a qualified defined contribution plan. Nationwide Retirement Solutions, Inc. By: With regard to any questions regarding the provisions of this Plan, adoption ofthe Plan, or the effect of an opinion letter from the IRS, call or write (this information must be completed by the sponsor of this Plan or its designated representative. Name: Address: Telephone: ( ) @ 2006 Nationwide Retirement Solutions, Inc. 20 Adoption Agreement IN WITNESS WHEREOF, the Employer and Trustee hereby cause this Plan to be executed on this _day of ,20_. EMPLOYER: By: TRUSTEE TRUSTEE TRUSTEE PARTICIPATING EMPLOYER: (enter name) By: APPtlO\/t.1.i ""oJ ...... .~. .... ..4.;;.,"'--.... CllY AITORNEY ~ 2006 Nationwide Retirement Solutions, Inc. 2] Adoption Agreement * EXHIBIT I --3- I 4Pl ~~.et"nlll P.to"~YiPu,(hllse ~ ......Plandil...<lrusl........iB.u,sic........D.eumelll GOVERNMENTAL MONEY PURCHASE PLAN & TRUST I. PURPOSE 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 nor constitute a Break in Service. For purposes of this paragraph, an absence from work for maternity or paternity reasom 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 ot such child by such individual, or (4) for purposes of caring for such child for a period beginning immediately following such birth or placement. i 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 to 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. (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 I2-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. (c) 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 subsequendy reclassified by a court of law or regulatory body as a common law employee of the Employer , ! q purposes of clarification only and not to imply that the preceding sentence would otherwise cover such f)tTs< the term Employee does not include any individual who performs services for the Emplover as an indepc!1(knt contractor, or under any other non-employee. 2.12 Employer. The unit of state or local government or an agency or instrumentality of one (I) or more states 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. i\ Participant is treated as benefiting under the Plan for any Plan Year during which the participant received or 15 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 1.41 0(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. ~ 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 e1ens in the Adoption Agreement, the Mandatory Participant Contributions shall be "picked up" by the Employer in accordance with Code section !j 14(h) (2). Anv contributlon picked-up unde this Section shall be treated as an employer contribution in determining the tax treatment under the Code lrld 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 IT 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 UPOIl the rate at which Voluntary Participant Contributions dre made for that Plan Year. Emplover 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 dny 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 4 I4(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(b)(8), 408(d)(3)(A)(ii), or 457(e)(l6) ofrhe Code, from all of the following types of plans: (I) 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, politicai subdivision of a state, or any agency or instrumentality of a state or a political subdivision of a state; and 'i (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; (c) For indirect rollover contributions, the amount distributed from such plan must be rolled over to this Plan no later than the sixtieth (60th) 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. (e) The Plan will accept accumulated deductible employee contributions as defined in section 72(0)(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. V; LIMITATION ON ALWCATIONS 5.01 Participants Only in This Plan. (a) 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 M:UIInli.m Permlss "J' Amount for the Limitation Year will be determined on the basis of the Participam s actual CompcTI'd tion for the Limitation YeaL (d) It~ as a result of an inadvertent reasonable error in estimating the Maximum Permissible Amount i 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 01 Voluntary Participant Contributions, to the extent they would reduce the Excess Amoun t, 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 or 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 Participan t 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 Of former Participants. 5.02 Participants in Another Defined Contribution Plan. (a) Unless the Employer provides other limitations in the Adoption Agreement, this Section applies Jr, 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) ot 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 fOf 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 Ihis 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). -, (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: (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. (0 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 Additiom: The sum of the following amounts credited to a Participant's account for the Limita- tion Year: (1) Employer Contributions; (2) Forfeitures; (3) Employee contributions; and (4) 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(0 in the Limitation Year to reduce Employer Contributions will be considered Annual Additions for such Limitation Year. (b) Compemation: 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 conrribuuons are deductlb, " I 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 Employe, (whether or not under a salary reduction agreement) towards the purchase of an annuin contract described in section 403(b) of the Code (whether or nor the amounts are actualh excludable from the gross income of the Employeel (3) Notwithstanding the above, Compensation shall include: (i) any elective deferrals (as defined in section 402(g)(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. I) 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: Number of months in the short Limitation Year / 12 VI. TRUST AND INVESTMENT OF ACCOUNTS 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. (a) To invest and reinvest the Trust without distinction between principal and income in common or preferred stocks, shares of regulated investment companies and other mutual funds, bonds, 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. (e) To hold, to authorize the holding of, and to register any investment to the Trust in the name of the Plan, the Employer, or any nominee or agent of any of the foregoing, including the 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 tide 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 (0 Upon such terms as may be deemed advisable by the Employer or the Plan Administtator, as the I may be, for the protection of the interests of the Plan or for the preservation of the value of an Ii , ment, to exercise and enforce by suit for legal or equitable remedies or by other action. or ro wal",' any right or claim on behalf of the Plan or any default Il1 any obligation owing to the Plan, to rcnn\ extend the time for payment of, agree to a reduction in the rate of imerest on, or agree to any Ott1t'1 modification or change in the terms of any obligation owing to the Plan, to settle, compromise, aJplsl, or submit to arbitration any claim or right in favor of or against the Plan, (0 exercise and enforce :![) y and all rights of foreclosure, bid for property in foreclosure, and take a deed in heu of foreclosure \\Hh 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 .iny 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(2 I) (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 (0 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, cus(Odian or other person shall not be liable with respect to any distribution of I' rust 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 the provisions of Section 9.04 to have received. dIstribution of the enme Nonforfeitable IntereST In his/h, 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 amOllnt 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. VIII. BENEFITS CLAIM 8.01 Claim of Benefits. A Participant or Beneficiary shall notify the Plan Administrator in writing of a claim ot 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 benehts 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 [he meaning of section 9.02 of the Plan, shall be deemed to be an election to defer commencement of paymenr 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 10, 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 Q]SA 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(0)(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 Distributee'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 qualified defined contribu(]on plan described in section ,~O I (a) or "103!a) of the ('uet,. t, Ii agrees to separately account for amOUnlS so (ransferred, including separately accoul1 \ I n~; for the portion of such disrribution which is includible in gross income and the pOr110!' such distribution which \, nor so includible. (2) Eligible Retirement Plan (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. (3) 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 4 I4(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 Minimis 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 Interesr 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 Accounr is at least $1,000 bur not more than the dollar limit under section 411 (a)(ll)(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 Accounr is zero, the Participant shall be deemed to have received a distribution of such Nonforfeitable Interest in his/her Account. 9.05 Withdrawal of Voluntary Contributions. A Participant may upon written request withdraw a part of or the full amount of his/her Voluntary Contribution Accounr. 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 Q]SA 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 [his Article XVi! distributions may be made under a desIgnation made before January 1, 1984, In accordance Wil! I Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provision, ,;j h~ Plan that relate to Section 242(bH2) ofTEFRA 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: (I) 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 .3 i 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, rhen 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 1 0.02(b), other than Section 1 0.02(b) (1), will apply as ifrhe surviving spouse were the Participant. For purposes of this Section 10.02(b) and Section 10.04, unless Section 10.02(b)(4) applies, distributions are considered to begin on the Participant's required beginning date. If Section 1 0,02(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)(l). 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 1 0.02(b)(l )), the date distributions are considered to begin is the date distributions actually commence. (c) 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 o[ Code Section 40 I (a) (9) and the Treasury Regulations. 10.03 Required Minimum Distributions During Participant's Lifetime (a) 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: (I) The quotient obtained by dividing the Participant's Account Balance by the distribution ]7 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 Participants 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 the quotient obtained by dividing the Participant's Account Balance by the remainIng expectancy of the Participant's designated Beneficiary, determined as provided in Sectw' 10.04(a). (2) No Designated Beneficiary. If the Participant dies before the date distributions begin anu 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 dre required to begin to the surviving spouse under Section 10.02 (b) (1 ), this Section 10. O;j ib I will apply as if the surviving spouse were the Participant. 10.05 Definitions (a) 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)(LJ)- 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 anyone (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 Q]SA 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) 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. (b) 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. 12.02 Spousal Death Benefit. (a) 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 benehr described 10 Section 12.02 at any rime; provided tbe )1( such waiver shall be effective unless: (a) the Participant's Spouse consents in writing to the election; (b) the election designates a specihc Benehciary, including any class of Benehciaries or any contingent Benehciaries, 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 specihc Benehciary, and a specihc form of beneht 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 benehts. The number of revocations shall not be limited. 12.04 Definitions. For the purposes of this Section, the following dehnitions shall apply: (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 a, the Spouse or Surviving Spouse (Q the extent provided under a qualihed domestic relations order as described in section 414(p) ofthe Code; and (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 contracrs, 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) If the Employer has elected in the Adoption Agreement (Q make loans available to Participams, a Participant may apply for a loan from the Plan subject (Q the limitations and other provisions of this Article. (b) The Employer shall establish written guidelines governing the granting ofloans, 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 1 ~. 0 I of the Plan shall satisfY the following requirements: (a) Availability. 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 of Account. 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) 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. (i) 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 l.72(p)-I, 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 aurhonzed ieave of ,lbsence. the promissory note so provides, bur not beyond the original term permitted under rhls Subsecrlo r (i), with a revised payment schedule Iwithin such term) instituted at the end of such period Oi suspension. If the Participant fails to make any installment payment, the Plan Administrator lTld\. according to Treasury Regulation 1 72(p)-1, allow a cure period, which cure period cannot continue beyond the last day of the calendar qU<lner following the calendar quarter in which the require!} installment payment was due (j) Prepayment. The Participant shall be permitted (Q 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 execmed by the Participant and delivered to the Employer, and shall bear interest at a reasonable rate determined by the Employer. 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 Service members 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. (I) Security. The loan shall be secured by an assignment of that portion the Participant's right, tide and interest in and to his/her Employer Contribution Account (to the extent vested), Participant Contribution Account, and Rollover Account that is equal to hfty percent (50%) of the Participanr's Account (to the extent vested). (m) 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 (Q any insurance contract purchased under the Plan, will be treated as a loan. (n) Spousal Consent. If the Employer elected the Q]SA Election in the Adoption Agreement, the Participant must hrst obtain his or her spouse's notarized consent to the loan. (0) Other Terms and Conditions. The Employer shall hx such other terms and conditions of the loan a~ 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 ,ts d 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. (a) Upon approval of a loan to a Participant by the Employer, an amount not in excess of the loan shall be transferred from the Participant's other investment fund(s), described in Section 6.05 of the Plan, to the Participant's Loan Account as of the Accounting Date immediately preceding the agreed upon date on which the loan is to be made. (b) The assets of a Participant's Loan Account may be invested and reinvested only in promissory note~ 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 hduciary 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 25 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. (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) Filing an amended Adoption Agreement to change, delete, or add any optional provision; or (b) 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 t\ ado,), ('i' 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 01 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 regulatiom 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 tu continue acting as Administrator hereunder. 14.06 Optional Provisions. Any provision which is optional under this Plan shall become effective if and onlv d 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) To take all actions and to communicate to the Plan Administrator in wriring all necessary information to carry out the terms of the Plan and Trust; and (g) To notifY the Plan Administrator in writing of the termination of the Plan. 15.02 Duties of the Plan Administrator. The Plan Administrator shall have the following powers and duties: (a) To construe and interpret the provisions of the Plan; (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) To appoint and retain such agents, counsel, and accountants for the purpose of properly administer- ing the Plan; (f) To distribute assets of the Trust to each Participant and Beneficiary in accordance with Article X of the Plan; (g) To pay expenses from the Trust pursuant to Section 6.03 of the Plan; and (h) 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. 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 resignation or removal of the Plan AdminIstrator, the Employer may appoim a successor Plan Adminlsu-.!1 l failing such appointment, the Employer shall assume the powers and duties of Plan Administrator. UpUl tile resignation or removal of the Plan Administrator, dny Trust assets invested by or held in the name of the i'I." Administrator shall be transferred to the trustee in cash or property, at fair market value, except that the! er !Irn of Trust assets invested in a contract issued by an insurance company shall be governed by the terms of rh:n contract. 15.06 No Termination Penalty. The Plan Administrator shall have no authority or discretion to impose any termination penalty upon its removal. 15.07 Decisions of the Plan Administrator. All constructions, determinations, and interpretations made by the Plan Administrator pursuant to Section lS.0l(a) or (d) or by the Employer pursuant to Section 15.01 (d) shall be hnal 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 Benehciary 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 Benehciary out of the assets of the Trust. All payments of benehts 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 benehts 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 domesl ic 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 payor distribute the whole or any part of such beneht 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 p;ud in the form of a 's'uaight Life AnnUll\' rhe Panicipan! "!d\' elect to have such annuity distributed upon [he attainment of the Earliest Retirement Age under the PLI: 17.03 Qualified Preretirement Survivor Annuity. If a Participant dies before the Annuity Starting Date, then hfty 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, [he Participan' may waive the spousal annuity by designating a different Benehciary within the Election Period pursuanf {() d Qualified Election. To the extent that less than one hundred percent (I 00%) 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 amollnt of the Participant's Accolln i 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 beneht payable to him/her hereunder in any of the iorms 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 beneht; (iii) the rights of a Participant" 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, afhrmatively elects a form of distribution and the Spouse consents to that form of distribution (if necessary), beneht payments may commence less than 30 days after the written explanation was provided to the Participant, provided that the following requirements are met. (1) 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 Qualihed Joint and Survivor Annuity is provided to the Participant; (3) 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 afhrmative election does not commence before the expiration of the 7 -day period that begins after the day after the explanation of the Qualihed 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 la) 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 benefi t. 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-five (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 expressly permits designations by the Participant without any further spousal consentl::d lh" 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 Qualihed JO!', I and Survivor Annuity shall not be effective unless the election designates a form of benefit paymen: which may not be changed without spousal consent (or the Spouse expressly permits designatlom [he Participant without any further Spousal consent). If it is established to [he satisfaction of; Pldn representative that there is no Spouse or that the Spouse cannot be located, a waiver will be deemedl Qualified Election. Any consent by a Spouse obtained under this provision (or establishment that the consent of a Spollse 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 Benehciary, and a specific form of beneht 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 nor be limited. No consent obtained under this provision shall be valid unless the Participant has received notice as provided in Section 17.04. (e) Qualified Joint and Survivor Annuity: 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. (g) Straight Life Annuity: An annuity payable in equal installments for the life of the Participant that terminates upon the Participant's death. (h) VestedAccount 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 benehts 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 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- 1 00, 1981-1 C.B. 326, and is established as a common trust fund within the meaning of Section 391: 1 of Title 35 of the New Hampshire Revised Statutes Annotated, to accept and hold for 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 leMA 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: (a) any reporting, distribution, or other obligation of the Group Trust vis-a.-vis any Deferred Compensation Plan, Qualified Plan, Public Employer, Public Employer Trustee, or Employer Trust shall be deemed satisfied to the extent that such obligation is undertaken by the ICMA Retirement Trust (in which case the obligation of the Group Trust shall run to the 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: (a) Pursuant to the terms of this Group Trust Agreement and Article X of the By-Laws, investment in the Group Trust is limited to assets of Deferred Compensation and Qualified Plans, investing through the ICMA Retirement Trust. (b) Pursuant to the By-Laws, the Group Trust is adopted as a part of each Qualified Plan that invests herein through the ICMA Retirement Trust. (c) In accord with the By-Laws, that 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 (d) In accord with the By-Laws, no Deferred Compensation Plan or Qualified Plan may assign a:i\ part of its equity or interest in the Group Trust, and any purported assignment or such equlry interesr shall be void. 3. Governing Law. Except as otherwise required by federal, state or local law, this Declaration of Trust (including the ICMA Declaration to the extent incorporated herein) and the Group Trust created hereunder shall be construed and determined in accordance with applicable laws of the State of New Hampshire. 4. Judicia! 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 (he 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 !Zl1,i4 Name: Paul F. Gallagher Title: Secretary 2 THIS PAGE INTENTIONALLY LEFT BLANK 3 ICMA-RC Services UC, a wholly owned broker-dealer subsidiary of ICMA-RC, member NASD/SIPC. fl - ----:.>. ICMARC ATTN: NEW BUSINESS UNIT ANALYST P.O. BOX 96220 WASHINGTON, DC 20090-6220 1-800-669-7400 WWW.lCMARC.ORG EN ESPANOlllAME AL 1-800-669-8216 BKTOOO.O 15-200610-452 , EXHIBIT J L.j I ADMINISTRATIVE SERVICES AGREEMENT Between ICMA Retirement Corporation and City of Boynton Beach Type: 401 Account #: 106737 Plan number I067,r ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement ("Agreement"), made as of the day of , 2009 (herein referred to as the "Inception Date"), between the International City/County Management Association Retirement Corporation ("ICMA-RC"), a nonprofit corporation organized and existing under the laws of the State of Delaware, and the City of Boynton Beach ("Employer"), a City organized and existing under the laws of the State of Florida with an office at 1 00 East Boynton Beach Boulevard, Boynton Beach, Florida 33425-0310. RECIT ALS 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 investment 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. AGREEMENTS 1. Appointment ofICMA-RC Employer hereby appoints ICMA-RC as Administrator of the Plan to perform all nondiscretionary functions necessary for the administration of the Plan with respect to assets in the Plan deposited with the Trust. The functions to be performed by ICMA-RC shall be those set forth in Exhibit A to this Agreement. 2 Plan number 106737 2. Adoption of Trust Employer has adopted the Declaration of Trust of Vantage Trust 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. Emplover 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 ofICMA-RC to serve as investment adviser to the Trust is dependent upon the continued willingness of the Trust for ICMA- RC to serve in that capacity. (b) ICMA-RC is an investment adviser registered as such with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. ICMA-RC Services, LLC (a wholly owned subsidiary ofICMA-RC) is registered as a broker-dealer with the U.S. Securities and Exchange Commission ("SEC") and is a member in good 3 Plan number 10673' 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 lCMA- RC to administer the Plan or disburse assets in a manner inconsistent with the requirements of Section 40 I 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 ofICMA-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 contract by which the Employer is bound or to which it is a party. (e) Employer understands and agrees that ICMA-RC's sole function under this Agreement is to act as recordkeeper and to provide administrative, investment or other services at the direction of Plan participants, the Employer, its agents or designees in accordance with the terms of this Agreement. Under the terms of this Agreement, ICMA-RC does not render investment advice, is not the Plan Administrator or Plan Sponsor as those terms are defined under applicable federal, state, or local law, and does not provide legal, tax or accounting advice with respect to the creation, adoption or operation of the Plan and the Trust. (f) Employer acknowledges that certain such services to be performed by ICMA-RC under this Agreement may be performed by an affiliate or agent ofICMA-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 Plan number 106737 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 (a) Plan Administration Fee. The amount to be paid for plan administration services under this Agreement shall be 0.55% per annum of the amount of Plan assets invested in the Trust. Such fee shall be computed based on average daily net Plan assets in the Trust. (b) Mutual Fund Services Fee. There is an annual charge of 0.15% assessed against average daily net Plan assets invested in the Trust's non- proprietary funds of Vantage Trust. (c) Compensation for Management Services to the Trust, Compensation for Advisory and other Services to The Vantagepoint Funds and Payments from Third-Party Mutual Funds. Employer acknowledges that in addition to amounts payable under this Agreement, ICMA-RC receives fees from the Trust for investment management services furnished to the Trust. Employer further acknowledges that certain wholly owned subsidiaries of ICMA-RC receive compensation for advisory and 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 party mutual funds are included in the investment line-up for the Plans, ICMA-RC may receive payments from such third party mutual funds or their service providers, which may be in the form of 12b-1 fees, service fees, or compensation for sub-accounting or other services provided by ICMA-RC on behalf of the funds. (d) Redemption Fees. Redemption fees imposed by outside mutual funds in which Plan assets are invested are collected and paid to the mutual 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. (e) Payment Procedures. All payments to ICMA-RC pursuant to this Section 6 shall be paid out of the Plan assets held by the Trust and shall be paid by the Trust, to the extent not paid by the Employer. The amount of Plan assets held in the Trust shall be adjusted by the Trust as required to reflect 5 Plan number 106737 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. The compensation and payment set forth in this section 6 is contingent upon the Employer's use of ICMA-RC's EZLink system for contribution processing and submitting contribution funds by ACH or wire transfer on a consistent basis over the term of this Agreement. 7. Custody Employer understands that amounts invested in the Trust are to be remitted directly to the Trust in accordance with instructions provided to Employer by ICMA-RC and are not to be remitted to ICMA-RC. In the event that any check or wire transfer is incorrectly labeled or transferred to ICMA-RC, ICMA-RC may return it to Employer with proper instructions. 8. Indemnification ICMA-RC shall not be responsible for any acts or omissions of any person with respect to the Plan or related Trust, other than ICMA-RC in connection with the administration or operation of the Plan. Employer shall indemnify ICMA-RC against, and hold ICMA- RC harmless from, any and all loss, damage, penalty, liability, cost, and expense, including without limitation, reasonable attorney's fees, that may be incurred by, imposed upon, or asserted against ICMA-RC by reason of any claim, regulatory proceeding, or litigation arising from any act done or omitted to be done by any individual or person with respect to the Plan or related Trust, excepting only any and all loss, damage, penalty, liability, cost or expense resulting from ICMA-RC's negligence, bad faith, or willful misconduct. 9. Term This Agreement may be terminated without penalty by either party on sixty days advance notice in writing to the other. 10. Amendments and Adiustments (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 Plan number 106737 (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 or special mailings. Likewise, if there are any reductions in fees, these will be announced through the Employer Bulletin, quarterly statement 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, lCMA 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 lCMA-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 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. 15. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, applicable to contracts made in that jurisdiction without reference to its conflicts of laws provisions. 7 Plan number 106737 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 BOYNTON BEACH By Date Signature Name and Title (Please Print) lNTERNA TIONAL CITY/COUNTY MANAGEMENT ASSOCIA TION RETIREMENT CORPORATION ~ C)~I~ By Angela C. Montez Assistant Corporate Secretary Please return fully executed contract to: New Business Unit ICMA-RC 777 North Capitol Street NE Suite 600 Washington DC 20002-4240 8 Plan number 106737 Exhibit A Administrative Services The administrative services to be performed by ICMA-RC under this Agreement shall be as follows: (a) Participant enrollment services, including providing a welcome package and enrollment kit containing instructions and notices necessary to implement the Plan's administration. (b) Establishment of participant accounts for each employee participating in the Plan for whom ICMA-RC receives appropriate enrollment forms and records. ICMA-RC is not responsible for determining if such Plan participants are eligible under the terms of the Plan. (c) Allocation in accordance with participant directions received in good order of individual participant accounts to investment funds offered under the Trust. (d) Maintenance of individual accounts for participants reflecting amounts deferred, income, gain or loss credited, and amounts distributed as benefits. (e) Maintenance of records for all participants for whom participant accounts have been established in paper or electronic format. These files shall include enrollment 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. (t) Provision of periodic reports to the Employer and participants of the status of Plan investments and individual accounts. (g) Communication to participants of information regarding their rights and elections under the Plan. (h) Making available Investor Services Representatives through 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. (i) Making available a toll-free number and access to VantageLine, ICMA- RC's interactive VRU, and ICMA-RC's web site, to allow participants to access certain account information and initiate plan transactions at any time. U) Distribution of benefits as agent for the Employer in accordance with terms of the Plan. 9 Plan number 10673 '7 (k) Upon approval by the Employer that a domestic relations order is an acceptable qualified domestic relations order under the terms ofthe Plan, ICMA-RC will establish a separate account record for the alternate payee and provide for the investment and distribution of assets held thereunder. (1) Loans may be made available on the terms specified in the Loan Guidelines, ifloans are adopted by the Employer. (m) Online Advice may be made available through a third party vendor on the terms specified on ICMA-RC's website. 10 A ICMA Retirement Corporotion 777 Narth Copital SIreet, NE PRSRT STD Washington, DC 20002-4240 U.S. POSTAGE PAlO IcMARC PERMIT NO. 4443 SOUTHERN MARYLAND Buildillg Rdirement Security Your Managed Accounts Adoption Kit is enclosed . EXHIBIT 15 i- ~ This booklet contoins the following documents: . Suggested Resolution . Adoption Agreement . Implementation Data Form . EZ Link Access Form . 401/457 Online Options Form . Administrative Services Agreement 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 lCMA-RC. Please return the following documents to lCMA-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 Packet. 7. Signed Administrative Services Agreement. Once you are ready to begin completing this information, please contact your New Business Unit Analyst, tollfree at 1-800-326-7272 for assistance. RESOLUTION FOR A LEGISLATIVE BODY RELATING TO A MONEY PURCHASE PLAN RESOLUTION OF (EMPLOYER NAME). 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 that the Employer hereby establishes or has established a money purchase retirement plan (the "Plan") in the form of: (Select one) 0 The ICMA Retirement Corporation Governmental Money Purchase Plan & Trust, pursuant to the specific provisions of the Adoption Agreement (executed copy attached hereto). o The Plan and Trust provided by the Employer (executed copy attached hereto). 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 Vantage Trust, and attached hereto as Appendix B, 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. 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 (use title of official, not name) 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 (use title not name) to execute all necessary agreements with the ICMA Retirement Corporation incidental to the administration of the Plan. I, , Clerk of the (City, County, ete.) of , do hereby certify that the foregoing resolution proposed by (Council Member, Trustee, etc.) of , was duly passed and adopted by the (Council, Board, etc.) of the (City, County, etc.) of at a regular meeting thereof assembled this day of , 200 _, by the following vote: AYES: NAYS: ABSENT: (SEAL) Clerk of the (City, County, etc.) ICMA-RC. P. O. Box 96220 · Washington, DC 20090-6220. 1-800-326-7272 ICMA RETIREMENT CORPORATION GOVERNMENTAL MONEY PURCHASE PLAN & TRUST ADOPTION AGREEMENT PLAN NUMBER 10- ,--- The Employer hereby establishes a Money Purchase Plan and Trust to be known as __________________._______ _____________________(the "Plan") in the form of . The ICMA Retirement Corporation Governmental Money Purchase Plan & Trust, pursuant to the specific [906] provisions of the Adoption Agreement (executed copy attached hereto). . The Plan and Trust provided by the Employer (executed copy attached hereto). This Plan is an amendment and restatement of an existing defined contribution money purchase plan. ---- Yes ----- No If yes, please specify the name of the defined contribution money purchase plan which this Plan hereby amends and restates: --------------------------------------------------------------------------- I. Employer: ______________________________________ [902] 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: _____________________________ (e.g.. January 1, 2006 for the MPP 01/01106 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 PIan.) ( ) The twelve (12) consecutive month period commencing on _____________ and each anniversary thereof. IV. Normal Retirement Age shall be age _____ (not to exceed age 65). [288] V. ELIGIBILITY REQUIREMENTS: 1. The following group or groups of Employees are eligible to participate in the Plan: ----- All Employees ----- All Full Time Employees ----- Salaried Employees ----- Non union Employees -.--- Management Employees ---- Public Safety Employees ----- General Employees ----- Other (specify below) ---------------------------------------------- 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. ~-~---"--- ----. . n_~____u' , 1 MPP Adoption Agreement 1/30/200b 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). 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 ___ (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. A. Fixed Employer Contributions. The Employer shall contribute on behalf of each Participant ______% of Earnings or $___ for the Plan Year (subject to the limitations of Article V of the Plan). Mandatory Participant Contributions -- are required -- 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.l ---- Yes -- No [621] ( ) 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 PIan Year. ( ) Variable Employer Match Of Voluntary Participant Contributions. MPP Adoption Agreement 1/30/2006 2 The Employer shall contribute on behalf of each ParticIpant an amount determined as follows (subject cu the limitations of Article V of the Plan): _____ % of the Voluntary Participant Contributions made by the Participant for rhe 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. ------ Yes ----- No 3. Employer contributions shall be contributed to the Trust in accordance with the following payment schedule: ----------------------------------------------------- 4. Participant contributions shall be contributed to the Trust in accordance with the following payment schedule: ----------------------------------------------------- VII. EARNINGS Earnings, as defined under Section 2.09 of the Plan, shall include: (a) Overtime ---- Yes --- No (b) Bonuses ---- Yes --- No (c) Other --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- VIII. The Employer will permit rollover contributions in accordance with Section 4.09 of the Plan. ----- Yes ---- No - __........_._..___.._. - 0- __~.____.____.__._ __~_~___.._.__. ._..____ 3 MPP Adoption Agreement 1/30/2006 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: ____________ X. VESTING PROVISIONS The Employer hereby specifies the following vesting schedule, subject to (1) the minimum vesting requirements and (2) the concurrence of the Plan Administrator. Years of Service Percent Completed Vested [234-239] Zero --_% One ---- % Two --- % Three -- % Four ---- % Five ---- % Six --_% Seven --- % Eight -- % Nine --- % Ten -_% XI. Loans are permitted under the Plan, as provided in Article XIII: -- Yes --- No [751] XII. Age 70-112 in-service distributions are permitted under the Plan as provided in Section 9.08. --- Yes -- No [646:8] XIII. In-service distributions of the Rollover Account are permitted under the Plan as provided in Section 9.07. Yes No [ 646:7] -- -- MPP Adoption Agreement 1/30/2006 4 XIV. SPOUSAL PROTECTION The Plan will provide the following level of spousal protection (select one): ----- A. Beneficiary Spousal Consent Election (Article XII). If selected, participants may elect any of [642:8] the available distribution options without spousal consent. Upon death, the surviving spouse is the Beneficiary, unless he/she consented to the Participant's naming of another BeneficiarV'. ----- B. Q]SA Election (Article XVII). If selected, the normal form of payment of benefits under the [646:6] Plan is a 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/her lifetime. --- C. Participant Directed Election. If selected, participants may elect any of the available distribution options without spousal consent. The Participant can name any person(s) as the Beneficiary(ies) of the Plan, without spousal consent. XV. 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. XVI. 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. XVII. 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. The Employer hereby agrees to the provisions of the Plan and Trust. XVIII. The Employer hereby acknowledges it understands that failure to properly fill out this Adoption Agreement may result in disqualification of the Plan. XIX. 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. In Witness Whereof, the Employer hereby causes this Agreement to be executed on this _____ day of ____________________,200_________. EMPLOYER ICMA RETIREMENT CORPORATION 777 North Capitol St., NE Washington, DC 20002-4240 202-962-8096 By: --------------------------------- By: --------------------------------- Title: --------------------------------- Title: ----------------------.---------- Attest: --------------------------------- Attest: -----------------------'---------- ~_._-, .,---...- + _..._--~'"----,--_._-_._..- _.._..-.._-~._---- 5 MPP Adoption Agreement 1/30/2006 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 Contad 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 Is) 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 Is) 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 IFees) If RC charges any employer paid fees to your account, this person will receive the invoices. A 401 Qualified Plan Implementation Data Form - Page 1 of 4 Instructions to Employer: Provide necessory informotion to establish your pion properly. ICMARC Pleose contact your New Business Unit Anolyst ot 1.800.326.7272, then press "0" for your pion number if you have any questions. Building Retiremmt Security ICMA-RC Use Only: Employer # 10 General 2. (902) Employer's Full Nome: Information 3. (924) Street Address: (925) 4. (918) City: (919) State: (920) Zip Code: 5. (633) Primary Contact: 6. (634) Primary Contact Title: 7. (631) Primary Contact Telephone #: (_) 8. (632) Fax #: (_) 9. (882) Employer's Federal Tax Identification Number: Plan 10. (611) Contribution information (See "Important Contribution Information" later in this book) Implementation o. Frequency: (check one) o (0) Bi-weekly o (4) Monthly o (8) Semi-quorterly Information o (1) Weekly o (5) Semi-monthly o (9) Bi-annually o (2) Semi-weekly o (6) Bi-quarterly CJ (10) Annually o (3) Bi-monthly o (7) Quarterly .:. (11) Semi-annually b. Deposit Medium: (624) o Wire o ACH 11. First Contribution Date Following Implementation: 12. Number of Eligible Employee: Expected Number of Participants: Instructions - Use the Vantagepoint Funds Brochure or sheet to complete this section. Default Default Fund for Investment Allocations: Investment I Option The default fund will be used if a participant does not provide valid allocation instructions (Le., 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). i If you do not make an election in this section, the Milestone Fund with the target date dosest to a participant's 60lh birthday will be used I 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 HCustom Default" option, employers should carefully review the Department of Labor's final regulations on qualified default investment alternatives (QDIAs). More information is available online at I www.dol.gov or www.icmarc.org/ppa. (continued on the foUowing page) I A 401 Qualified Plan Implementation Data Form - Page 2 of 4 IcMARC ICMA-RC Use On~: Employer # 10 Building Retirement Security Default Investment Default Fund for Investment Allocations (Select one option): Option Continued o The Milestone Funds (Default) with a target retirement age of: o Age 60 (Default) o Age _ (input the Target Retirement Age to be used for your plan) o Custom Default (list the fund name(s) and percentages that will be used as the plan's default investment option): Fund Name Percentage Primary Contad PlAN CONTAm Information 13. PrOO (200) Primary Contact Name/T'rtle: (422) Email Address: Disbursement / 14. PT01 Contact Signature: Loan Contact (200) Contact Name/Title: Information (420) Telephone: (_) (421) Fax:(_) Please indicate 15. PTOB Contact Signature: ahernate addresses (200) Contact Name/Title: in Comments Section (420) Telephone: (_) (421) Fax:(_) on Page 3 16. PT09 Contact Signature: (200) Contact Name/T'rtle: (420) Telephone: ( ) (421) Fax:(~ Contribution/ 17. PT02 (200) Contact Name/T'rtle: ElUnk (420) Telephone: (_) Contact (421) Fax:(_) Information Does the EZLink Contact initiate ACH/wire for payroll? o Yes o No If No, please provide ACH/wire contact information: Name/Title: Telephone: (_) EZUnk Is ICMA.RC's standard contribution d.taO s/llllmary lormat. PI.ase compl.t. and return the EZUnk Access form. rou must als/l complet. a successful EZUnk test belore YOUllirst contri/Jutlon CM be suhmltted. A 401 Qualified Plan Implementation Data Form - Page 3 of 4 ICMARC ICMA-RC Use Only: Employer # 1 0 Building Retirement Securt'ty Quarterly Statement 18. PT04 (200) Contact Name/l1tle: Contact (420) Telephone: (_) (421) Fax:(_) Information If this sect/on Is not completed, the Prlmory Contoct will receive moilings. Plan 19. PT05 (200) Contoct Nome: Coordinator Contact Title: Contact Note: Clronglng this title requires on omendment to your resolution. Information (420) Telephone: (_) Fax:I_) Bilbng (Fees) 20. PT06 (200) Contact Name/l1tle: Contact Information (420) Telephone: 1_) (421) Fax:(_) i Comments: (Alternative Addresses for I #14-20 i Plan Asset 24. Will there be 0 transfer of assets to ICMA-RC from your current administrator? Transfer Information DYes o No How many porticipants will be eligible to transfer assets to ICMA-RC? What is the estimated cosh value of the assets to be transferred to ICMA-RC? $ Your New Business Unit Analyst will contact you to discuss the process regarding the transfer of ossets. ICMA-RC will work with the prior administrator and your local Retirement Plans Specialist to coordinate the transfer of assets in a timely manner. 25. Does your plan have a co-provider relationship'? DYes o No i I i i A 401 Qualified Plan Implementation Data Form - Page 4 of 4 IcMARC ICMA-RC Use Only: Employer # 10 Building Retirement Security Co.Provider If yes, please provide the co-provider information: InformatIon Name of Co-Provider{sl: Co-Provider I: Address: Street City State Zip Code Phone Number Co-Provider 2: Address: Street City State Zip Code Phone Number *This information is required for the accurate record keeping of plan assets. Internal Use Only 641 = 912 = A EZlINK ACCESS FORM INSTRUGIONS 9" Link __ ICMARC' Building Retirement Security Who should use the ElUnk Access form? Plan Sponsors who would like to receive an EZLink User ID and password for the first time and those who would like to change the access on a particular User ID. 1 Please provide the name of the person at your plan who is designated as the plan coordinator. This person Plan Coordinator should also authorize access at the end of this form. If you want to verify your current plan coordinator, Information please call our Client Services Team at 1-800-326-7272 between 8:30 a.m. and 7:30 p.m. Eastern Time, 2 Select this option to adopt online withdrawals. Adoption of Online Withdrawal Approval 3 We will use the information that you provide in this section to establish EZlink User ID's and pass. words for additional members of your staff. Password Holder If this is a change, please make sure to enter the staff members current User ID. Information To reassign this User 10 to a new stoH member, please provide the new users password holder infor. mation including their level of access, To update the current password holder's information, enter the new information, To remove this User 10, check the "Delete User ID" box. This will remove all information currently on file for this User ID and make it available for future use, Inquiry Balances/Reports: access plan and participant level information, including balances and investment allocations and view reports Enrollments/Rehires: enroll or rehire a participant online Participont Changes~ update participant information such as name, address, morital status, title, phone number Contribution & Loan process contributions and loan repayments online using a prior payro!! Repayments Detail: or submit pre-formatted files (in ICMA-RC format) Participont Data Transfer: submit a preformatted participant demographic change file (in ICMA-RC format) which includes enrollments, participant updates and view a customized data verification report. 4 Please have the plan coordinator sign and date this EZLink Access Form, ! Plan Coordinator Approval I Minimum System 0 Netscape Navigator Version 6.1, OR Microsoft Internet Explorer 5.0 Recommendations 0 128 Bit Encryption 0 High speed Internet access or minimum 56K modem 0 Pentium class PC 0 Windows NT, 1995 or later OTHER SYSTEMS ARE NOT RECOMMENDED Please fox your completed EZUnk Access Form to the "EZLink Administrator" at 1.202.962.4601 FRMOOO.019.20050B A Ezr Link ICMARC EZlINK ACCESS FORM - PAGE 1 OF 2 ---- Bui/Jing RefiTl!mmt Security Plan Name* Number* Other Plan Number[s) (If Applicable) ("This information must be completed to avoid processing delays.) 1 Plan Coordinator Name: Title: Plan Coordinator Phone Number: Fax: Information Email Address: Mailing Address: City: State: Zip: 2 o We hereby adopt Online Withdrawals and authorize ICMA-RC to permit disbursements from participant accounts upon Adoption of 0nIne receipt of termination dates. Additionally, we understand Online Withdrawals are only available for 401 and 457 plans, WIthnwaI termination dates should be submitted in a timely manner, and employer approval is not required lor individual disbursement Approval requests. (Note: Please contact an EZLink Specialist at 1-800-326-7272, for inlormotion on submitting termination dotes.) 3 Select One: 0 Add New User 10 o Reassign User 10 o Update User 10 o Remove User 10 Password Name: Current User ID: Holder Title: Information Phone #: Email Address: You must provide Access: the NPassword Inquiry-Balances & Reports - Y - N Contributions & loan Repays - Y - N Holder Informo- Enrollments/Rehires - Y - N Participant Data Transfer: - Y - N tion" to establish Participant Changes -y- N User 100s and (name, address, etc.) passwords for Select One: 0 Add New User 10 o Reassign User 10 o Update User 10 o Remove User 10 additional Name: Current User ID: members of Title: your staff Phone #: Email Address: Access: Inquiry - Balances & Reports - Y - N Contributions & loan Repays - Y - N Enrollments/Rehires - Y - N Participant Data Transfer: - Y - N Participant Changes - Y - N (name, address, etc.} Select One: 0 Add New User 10 o Reassign User 10 o Update User 10 o Remove User 10 Name: Current User ID: Title: Phone #: Email Address: Access: Inquiry - Balances & Reports - Y - N Contributions & loan Repays - Y - N Enrollments/Rehires - Y - N Participant Data Transfer: - Y - N Participant Changes - Y - N (name, address, etc.) Please fox your completed ElUnk Access Form to the "ElUnk Administrator" at 1-202-962-4601. FRMO 00 -0 19 -200 S 0 8 A f;z: Link~ IcMARC EZlINK ACCESS FORM - PAGE 2 OF 2 Building Retirement Security 3 Select One: 0 Add New User 10 o Reassign User 10 o Update User 10 o Remove User 10 Password Holder Name: Current User ID: .~----- ~-_._-~._---- Information - Title: - (continued) Phone #: Email Address: ----- _..._-,-~~~- Access: Inquiry - Balances & Reports - y - N Contributions & Loan Repays _._- y -- N Enrollments/Rehires - y - N Participant Data Transfer: y .----- N Participant Changes - y -- N (name, address, etc.) -- Select One: 0 Add New User 10 o Reassign User 10 o Update User 10 o Remove User 10 Name: Current User ID: ______ - Title: -.'- Phone #: Email Address: ---.--------- Access: Inquiry - Balances & Reports - y -- N Contributions & Loan Repays --- Y -.'- N Enrollments/Rehires - Y -- N Participant Data Transfer: .---- y ---~- N Participant Changes - y -- N (name, address, etc.) 4 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 Plan (oordinator misuse of the password by the municipality's officers, employees, agents or contractors, (ii) a breach of con- Approvol fidentiality that may occur as a result of such negligent or intentional misuse of the password, or (iii) a breach (Plan coordinator 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 011 financial informo- User ID and tion you have entered for your participants, as ICMA-RC is not responsible for incorrect data transmitted by the password automatically municipality. ICMA-RC recommends that you encourage all participants to review statements and confirmations generated. ) 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 regarding EZLink, please contact an EZLink Specialist at 1-800-326-7272. Agreed: Date: I -.- Plan Coordinator Print Your Name -----.---..--,--- Please fax your completed ElUnk Access Form to the "ElUnk Administrator" ot 1-202-962-4601. fRMOOO-019-100\0i A ICMARC BujlJj"g Retiremmt 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 dis- played. 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. 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. A 401/457 ONLINE OPTIONS FORM This form allows you to establish the following features for your plan(s): ICMARC (1) Online deferral changes (2) View and update beneficiary information online (3) Display beneficiary information on participant account statements Building Retirement Security (4) Online withdrawal requests Please fax the completed form to the attention of the New Business Unit at 202-962-4601. Plan Number: ------- D Make these changes to all of our 401/457 plans Plan Name: 1. Online deferral changes will be made available to the plan: DYES D NO This plan allows (select all that apply): D Pre-Tax Deferrals D 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: D YES D NO 3. Beneficiary information should be displayed on participant statements: D YES D NO 4. Online withdrawals will be made available to the Plan: 0 YES D NO Employer Authorization: Date: Plan Coordinator Print Name ICMA-RC Use Only: Form Rec'd by: Date: IMPORTANTI 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 Corpora- tion (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 v Complete the EZLink Form and return to the New Business Unit Analyst in the envelope provided. V Be sure to provide the first date you anticipate sending a payroll contribution to ICMA-RC. (Plan Data Implementation Form in "Return Booklet") v 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. v Review the Wire/ACH instructions with the appropriate contact. Your payroll contact may not be the per- son who transmits wires to ICMA-RC. v 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. V 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. v Enroll participants in the plan prior to submitting your first payroll. You are now ready to submit payroll contribution and loan repayments to ICMA-RCf 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 as- sessed 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. lips 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 im- portant. . 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 anc 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 established 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, investment 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 employer'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. Conse- quently, 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. Number of Contributing Number of Business . . - 100 - 299 4 300 or more 5 UNREADABLE OR ERRONEOUS FILES 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 em- ployer 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 infor- mation. 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. 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 crediting 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 information for your specific plan when submitting contributions to us. As each address is different, please do not combine separate plan contributions in the same mailing. Plan Wires ACH 457 M & T BANK M & T BANK-457 ABA#: 022000046 ABA#: 052000113 Vantagepoint Transfer Agents - 457 Account#: 42538001 Account#:42538001 Ppt 10: 30XXXX (Plan #) OBI: 30XXXX (Plan #) ~ --~-~~-~._----~----~--~--_._.- 401 M & T BANK M & T BANK-401 ABA#: 022000046 ABA#: 052000113 Vantagepoint Transfer Agents - 401 Account#: 42537981 Account#:42537981 Ppt 10: 10XXXX (Plan #) OBI: 10XXXX (Plan #) .------- *IRA M & T BANK M & T BANK ABA#: 022000046 ABA#: 052000113 Vantagepoint Transfer Agents Account#:89559029 Account#:89559029 Ppt 10: 70XXXX (Plan #) OBI: 70XXXX (Plan #) - RHS M& T BANK M & T BANK ABA#: 022000046 ABA#: 052000113 Vantagepoint Transfer Agents Account#:89559029 Account#:89559029 Ppt 10: 80XXXX (Plan #) OBI: 80XXXX (Plan #) *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 credited 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 infor- mation regarding 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 em- ployees. 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 contribu- tions. 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 initiate 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 Aftn: New Business Unit Analyst 777 North Capitol Street, N.E. Washington, DC 20002-4240 0 Completed Resolution 0 Completed Adoption Agreement 0 Signed Administrative Services Agreement 0 Implementation Data Form 0 loan Guidelines (if applicable) 0 Completed EZ Link Access Form 0 Completed 401/457 Online Options Form If you hove not received all of these documents, please notify your New Business Unit Analyst at 1-800 326-7272 immediately. A ICMARC nllildjll~ f,'('lir'IiIl:llt Srrllrlt)' ICMA RETIREMENT CORPORATION 777 NORTH CAPITOL STREET N.E. WASHINGTON, DC 20002-4240 1-800-326-7272 WWWICMARC.ORG BRC1 A 1-007 - 200805 ~. leM Building Retirement Security You have the right to direct the investment of assets in your account to any of the investments offered under your plan, at no additional cost to you. Use your plan's enrollment form to provide allocatior; instructions for the investment of contributions to your account. After completing the enrollment process, you may provide allocation instructions, or change the election made on your enrollment form, by contacting ICMA-RC's Investor Services toll-free at 800-669-7400, or online using Account Access at www.icmarc.org. In the absence of valid allocation instructions for your account, all assets will be invested in the default fund selected by your employer until additional instructions are received from you. More information regarding the default fund selected by your employer is available by contacting leMA-RC's Investor Services Increase your chances of achieving your retirement savings goals by giving careful consideration to the benefits of a well-balanced and diversified portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing the risk of losing money in your retirement account. Although diversification is not a guarantee against loss, it can be an effective strategy to help manage investment risk. Additional information regarding the investment options available to your plan, including the default fund chosen by your employer, is available by contacting ICMA-RC's Investor Services toll-free at 800-669-7400, Monday through Friday from 8:30 a.m. to 9:00 p.m. Eastern time, Plmse mllIl/lt both the mrrent Ilpplictlble prospectus rJlld Making Sound I nvestmcnt Decisions: A Retirement I nvcstmcm Guide mrejitllv jor a compleii s/tlnmdry ofrdl fus, o;pcmc" cl1tli;'1;es, financial highllght." investmmt objealVL's. Flsks and ptrflrmmlC( m(onrlflt/On. /nwston should mn.,ider Ih( hlndi i111/(jWi( I!: objeaives, risks, ("hrages lind expenses beftre investing or sending ,"mlt!)' The proJpatllS contains thIS and other information about /he inue,.trnent compllny. 1''':<1",' relld the prospectus carefUlly b~fore iI/1Jesting. All Vantagepoilll Fil1lds invested through 40J or 457 plallS ,Ire held thl'ough 1iamilgefi-usl. Vtllllagepoim Fimd.\ ,I), dim-ibuted by ICMA-RC Semices LLe a wholly ownt'd broker-dealer .rubsidim} ofICAlA-RC allll member FINRAISIPC For (/ (urn'mprospeCllI>, colII",/ ICMlJ-RC Services, LLe by calling 800-669-740() or by writing to ,77 Nord, Glpitol Smt't. NE, Lfas!;illgton. DC 20002-4240, (II h ^'iJ'iting II'WW.I,"/,'" (N/!, Ell Erpaliol Ilame a! 800-669-82 / 6- ,.1(": I!)OS.,!OH'J ~ ICM Building Retirement Security Dear Plan Sponsor: In keeping with our commitment to helping your employees build retirement security, ICMA-RC introduced Guided PathwaysTM, a comprehensive suite of investment advisory services, to plan participants earlier this year. As you may know, Guided Pathways includes our new Managed Accounts service, which may be the ideal alternative for employees looking for ongoing professional management of their ICMA-RC retirement accounts. I wanted to be sure you had received the enclosed Guided Pathways Managed Accounts Employer Package. The package provides information on how electing to add Managed Accounts will greatly benefit your employees. Although the Asset Class Guidance and Fund Advice services of Guided Pathways are already available as parr of your ICMA-RC plan, we need your approval to offer Managed Accounts to your plan participants. To make sure your employees are eligible to participate in Managed Accounts, please read the enclosed Managed Accounts Services Agreement and sign and return the Managed Accounts Services Agreement Signature Page as soon as possible. Please contact our Client Services team at 800-326-7272 with any questions you may have on how to offer Managed Accounts to your employees. Sincerely, ~~ Keith Sendall Senior Vice President, Field Sales Enclosure(s) Ll1WOO-063-090 7-1 650-xxxx Vantagepoint Funds are distl'ibuted by ICMA-RC SerlJices, LIe, a wholly owned broker-dealer subsidiary of ICMA-Re, member NASD/SIPC. ICi,~A RETlRWEIH CORPORi\TIOII 177 liORIH CePIlOl S1REll liE 11:.'I1SHIIIG10i1 DC 20002 471fi 'El 70296? 1600 I leX 202 962 1601 , lOll EREI 1 ROO 669 I laC Ii; ESPi\lWl Illii',E HI I 800609 8716 ' liJlfl/IIET '.',.' ':: 'C'~ 1 'C OI~C, To offer Managed Accounts to your employees, please read the ICMA-RC Managed Accounts Services Agreement, sign this Managed Accounts Services Agreement signature page, and return to ICMA-RC in the enclosed envelope as soon as possible. ICMA-RC MANAGED ACCOUNTS SERVICES AGREEMENT SIGNATURE PAGE In Witness Whereof, the parties hereto certify that they have read and fully understand the complete ICMA-RC Managed Accounts Services Agreement found in this package and have caused the ICMA-RC Managed Accounts Services Agreement to be executed by their duly authorized officers as of [he Date below. EMPLOYER By Employer/Plan Name Employer Signature Date Name and Title (Please Print) ~_.__._- Street Address City and State APPROVED AS TO FORM: Applicable TCMA-RC Plan Number(s) CITY ATTORNEY INTERNATIONAL CITY COUNTY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION By /, i '~Idcrl (' \ I" i ,''WL~L i ~\ v' j Angela Montez Assistant Secretary Please return fully executed Signature page to: New Business Unit ICMA-RC 777 North Capitol Street, NE Suite 600 Washington, DC 20002-4240 .~-------..- Managed Accounts Service Agreement ICMA-RC