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HomeMy WebLinkAboutCouncil Resolution 865RESOLUTION NO. A RESOLUTION ADOPTING THE ICMA RETIREMENT CORPORATION DEFERRED COMPENSATION PLAN AND TRUST WHEREAS, the City of Central Point has employees rendering valuable services; and WHEREAS, the establishment of deferred compensation plans. for such employees serves the interests of the City of Central Point by enabling it to provide reasonable retirement security for its employees, by providing increased flexibility in its personnel management system, and by assisting in the amaction and retention of competent personnel; and WHEREAS, the City of Central Point desires to establish a new deferred compensation plan to be administered by the ICMA Retirement Corporation, and directs that some or all of the funds held under such plan be invested in the ICMA Retirement Trust, a trust established by public employers for the collective investment of funds under their retirement and deferred compensation plans; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CENTRAL POINT, OREGON that the City of Central Point hereby adopts the ICMA Retirement Corporation Deferred Compensation Plan and Trust (the "Plan"), referred to as Appendix A. BE IT FURTHER RESOLVED that the City ofCentral Point hereby executes the Declaration of Trust ofthe ICMA Retirement Trust, attached hereto as Appendix B, intending this execution to be operative with respect to any retirement or deferred compensation plan subsequently established by the City of Central Point, if the assets of the plan are to be invested in the ICMA Retirement Trust. BE IT FURTHER RESOLVED that the assets of the Plan shall be held in trust, with the City of Central Point serving as trustee, for the exclusive benefit of the Plan participants and their beneficiaries, and the assets shall not be diverted to any other purpose. BE IT FURTHER RESOLVED that the Plan will not permit loans to Plan participants. BE IT FURTHER RESOLVED that the City of Central Point hereby agrees to serve as trustee under the Plan. BE IT FURTHER RESOLVED that the City Administrator shall be the coordinator for this program; shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation or the ICMA Retirement Trust; shall cast, on behalf of the City ofCentral Point, any required votes under the ICMA Retirement Trust; may assign. administrative duties to carry out the plan to the appropriate departments, and is authorized to execute all necessary agreements with the ICMA Retirement Corporation incidental to the administration of the Plan, o'~h Passed by the Council and signed by me in authentication of its passage this /~/ day of ~~~ 2000. ATTES . City Representative Mayor Bill Walton APPROVED by me this i z . day of ~U , 2000. i. :Mayor Bi11 Walton Defrrre•d Cornpeusariou Pl au Document and Trutf,April 1998 L~ 1 DEFERRED COMPENSATION PLAN & TRUST Article 1. Purpose The Employer hereby es[ablishes the Employer's deferred Compensation Plan and Trust, hereafter referred to as the "Plan." The Plan consists of the provisions set forth in this document. The primary purpose of this Plan is to provide retirement income and other deferred benefits to the Employees of the Employer and the Employees' Benet7cianes in accordance with the provisions of Section 457 of the [nremal Revenue Code of 198(1, as amended {the "Code"}. This. Plan shall be an agreement solely between the Em- ployer and participating Employees. The Plan and 'T'rust fomting a patt hereof are established and shall be maintained for the reclusive benefit of eligible Employees and their 13rncticiarics. No parr of the corpus or incontc of the Trust shall rrsett ro the Employer or be used for or divc•tted to purposed other than the exchtsivr benefit of Participants and their Drnrticiarirs. the Employer shall name another person or persons [o act as Administrator. 2.04 Beneficiary: The person or persons designated by the Participant in his Joinder Agreement who shall receive any benefits payable hereunder in the event of the Participant's death. In the event that the Participant names nvo or more Beneficiaries, each Beneficiary shall be enritled to equal shares of the benefits payable at the Participant's death, unless otherwise provided in the Participant's Joinder Agreement. If no beneficiary is designated in the Joinder Agreements if the Designated Beneficiary predeceases the Participant, or if the designated Beneficiary does not survive the Participant for a period of fifteen (15) days, then the estate of the Participant shall be the Beneficiary. 2.05 Deferred Compensation: The amomtt of Normal Compensation othenrise payable to the Participant which the Participant and the Employer mutually agree to defer hereunder, any amount credited to a Participants Account by reason of a transfer under section 6.09, or any other amount which the Employer agrees to credit ro a Participant's Account. 2.06 Emplo;; ee: Arse individual who provides sen•ices for the Employer, whether as an emplo}•ee of the Employer or as an independent contractor, and who has been designated bs• the Employer as eligible to participate in the Plan. Article II. Definitions 2.01 Account. The bookkeeping account tnahtrained for raih Pard,:ip: ur rrilrrrin nc~ cunudarn~r .unount of the P:uncip.ou'~ ih•t;:rnd (~umprnsanon. inclluiiu~ arse incontc. ~a,:u. Ir~:~r~.:•r increases nr decreases in marker saluc a¢nbut.€i>Ic ar ~re Gutpluyrr•s iuacstmrnt ofrhr Panicipaur•5 Ih•ti•rre,i C,m;~~: nsariun..vui tinthrr rctlrrrin~ anv ciistribu- rion+ m rite P.;ntcip:uu or nc~ Participant's Brnriiciary and arse fete or cxpcnx•s ch;trcd aLantst such I'aninpaut's Deterred Cumpcnsatiou. ? 02 Accounting Date: Each busincs> day that the Ness York Stuck Exchau;•c is open for rradin_..ts proyided in Section B,UG fur waluiug ehr Trust's assctS. 3.03 Administrator: The person ur persons named to carry out certain nomiiscrrtionarv adntinistratisc tivutious under dtr I'lau, as hrrrinatter described. Thr Entplucar utay rcutoyc any person as Administrator upon Gtl loss' advance notice in writing to ,udt prrsrna, lu which case nc~ Em- plusrr >itail name another prison or persons ro art as Advtiuistramr. Thr Administrator nray rcsi_•u upon 6l1 loss' ads:utcc Hance in syriting ro dte Entplavrr, in sshic6 cast 2.07 Includible Compensation: The amount of an Emplowee•s compensation from dte Employer for a taxable. year that is attributable to srrvires pertorntrd fur the Employer and that is includible in the Employee's gross income for the taxable tear for federal income tae purposes; such term duns not include :my aauuxutt excludable tiom ~~ross incontc under this Plan or arse other plan described in Section ~~ i (b) of the Cude ur any other amount excludable tcom dross income for tetleral income etx purposes. lnrlud- iblc Comprusation shall br detemtined without regard to am• conununin• propem' laws. 2A8 Joinder Agreement: An agnentent entered into brnwren :m Entplosee anti the Gmplus•rr, including any. autendmcuts or modifications thereof: Such agrerntcnt shall tax. dte amount of Deterred Cuntprnsation. spedh• a prefer- ence auumg the invesunent alternatives designated by the Employer. designate the Employer's Brnetician• or Benefi- ciaries, and incorporate the temts. conditions, and. proyisions of the Plan by reference. ICMA RETIREMENT CORPORATION 2.09 Normal Compensation: The amount of Com- pensation which would be payable to a Participant by the Employer for a taxable year if no Joinder Agreement were in effect to deter compensation under this Plan. 2.10 Normal Retirement Age: Age 70-IJ?, unles's the Patticipant has elected art alternate Normal Retirement .9ge by written instrument delivered to the Administrator prior to Separation from Service. A Participant's Notnaal Retire- ment Age determines the period during which a Participant may utilize the catch-up limitation of Section x.02 hereun- der Once a Panicipant has to any extent utilized the catch- up lintation of Section ~.OZ, his Normal Retirement Agc may not be changed. shall be deemed to have occurred when the Panicipant's contract under which services are pertonned has completely expired and terminated, there is no foreseeable possibilitt~ that the Employer aril] renew the contract or entot inro a new contract for the paricipant's sen•ices, and is not antici- pated that the participant will become an Employee of the Employer. Z,1~ Trust: The Trust created under Article V[ of the Plan which shall consist of all compeusat9ou deferred under the Plan, plus any income and gains thereon, less any losses, expenses and distributions to Participants and Beneficiaries. Article 111. Administration A Participant's altemate Normal Retirement Age rifts}' not be earlier than the earliest date that the Participant will become eligible to retire and receive unreduced retirement benefits under the Employer's basic retirement plan covering the Panicipant and may not be later than the date the Panicipant will attain age 70-I/2. lfa Panicipant continues employment after attaining age 70 - I /3, not having previ- ously elecred ahernate Nomtal Retirement Age, the Participant's altemate Nomtal Reurentent Age shall not be later than the mandatory retirement age, if any, established b}• the Employer, or the age at which the Participant aaualh• separates tiom service if the Employer has no mandatory rcuremem age. If the Panicipant will not beronrr eligible to receive benefits under a basic ndrentent plan utaintained b}' the L-nrployer, the Partidpant's altemate Nomtal Retireuent .4gr may not be earlier than age» and may not be later than age 70-If3. 2.11 Participant: Any Eutployce svho has joined the Plan pursuant to ehc reyuireutnnts ofArtide fV. ?.12 Plan Year: The c,deudar scar. 2.13 Retirement: The first date upon which bolt of the folloa•iug shall have occurred with respect to a parucipaur-. Separation limo Service and attainntrut of age G5. 2.14 Separation From Service: Sever:tnre of the Participant's employntcut with the Emplovcr which consti- tutes a "separatist from service" within the ntraning of Section -407 (d) (4) (A) (iii) of the Code. lu general, a Participant shall be dectned to have xvcred his employment with the Employer for purposes of this Plan sehrn, in accordance with the established practices of the Cmployer, [he emplo}'ntent relationship is considered ro have actually temtinated. f^ the rase of a Participant svho is an indepen- dent contractor of the Employer, Separation tiom Service 3.01 Duties of the Employer: The Employer shall haye the authority to ntakr al] discretionan• decisions affcaing the rights or benefits of Participants which may be required in [he administration of this Plan. The Employer s decisions shall be afforded the maximum deference permitted by applicable law. 3.02 Duties oFAdministrator: The Administrator, as agent for the Employer, shall pcrfonn nondiurctionarv administrative titnctions in connection with the Plan, including dte utaintenance of Participants' Accounts, the provision of periodic reports of the status ofeadt Account. :utd the disbursement ofbrnctits on behalf ok the Entploccr in accordance with the provisions ofdils PFau. Article IV. Participation in the Plan 4.01 Initial Participation: Au Entploycc Wray bcrotue a Panncipant by cntcnug into n loindcr Agreement prior to the beguwint; of the calendar mouth fn which ehc lointler Agreement is ro become etTietive m deter rontnensanon not vet ranmd. 4.02 Amendment of Joinder Agreement: A Panicipant may anmitd :ut executed loindcr Agncutent to chau;;e the .unount of rontpensatiuu not yet eamrd which is to be deterred (including ehc induction ufsuch titmn deferrals to zero) or to change his inarsnnevt preference (subject to such restrictions as may result limn the nature of [coos of am• invcsunent made by the Emplovcr). Such amendment shall become effective as of the beginnhtg of the calendar month commencing after the dare the autenduunt is executed. A Panicipant Wray at any time amend his litiuder Agreement to change the designated Benetician-, and such antendntem shall become effective iuunediately. T~, ,~ a5 ~ Plan .~doptiou Patk agr Retain Dornmru! Drjcrrrd (:ornprusnliou Plan Dontmcnt, April 1998 Article V. Limitations on Deferrals Article VI. Trust and Investment of Accounts 5.01 Normal Limitation: Except as provided in section 5.02, the maxituum amount of Deferred Compensation for any Paaicipant for any taxable year shall not exceed the lesser ofS7,50Q171?, as adjusted for the cost-of-living in accordance with Code section ~157(e)(15) for taxable years begimtiug niter December 31, 1996 (the "dollar limitation"), or 33-1/3 percent of the pamcipanPs includible Compensa- non for the taxable year. This. ]imitation trill ordinarily be equivalent to the lesser of the dollar limitation in effect for the taxable year or ?~ percent of the Patticipant's Normal Compensation. 5.02 Catch-Up Limitation: For each of the Iasi three (3} taxable }'ears of a Participant ending before his attainment of Normal Retitentent Age, the masinwm amoun[ of Deferred Compensation shall be the lesser of: (1} S15.000 or (2) the. sum of (i) the Nomtal Limitation for the taxable year, and (ii) the Normal Limitation for cadt prior taxable }'ear of the Particip;mt ronunenring atecr 1978 less die amount of the Pazticipaui s Daterred Compeusation far such prior taxable }'cars. A prior taxable year shall be taken into account under the. pn•ceding xntencC onh• if (i) the Patticipant was eligible m participare in the Plan for sorb year (ur in any other Cligible deterred contpensanou phut established under Srrtion ~5 i of thr Code which is properly' taken into acrouut pursuant to rcgulntions under action -k5 ~). and (ii) ratnpensation (iE auvl detirred under the Pl:ut (or such other pl:mi tea, subjrrt rn the deferral limitarSous sec forth in SCafan S.r~l 5.03 Other Plans: The antuunt rxcludablC from a Pantiip.un'. ,rui, income under this I'Lm ar arty uthrr eli~ii,lr ,icrCrrt-.1 :ompcusatiun plau undrr>crthvt -F57 of the Cudc .hall not rxcCrd S7.Sih11i(1 (ur such ,?Carer amount alluteeti under tiraiuus S.U l ur S.tl2 of the Pl.w). IC1S am' amount Cxdude.i front uotis incoute under x•aion X113(6). ~I12 (,t}(~1. or +~.12(h)(I)(B) ofnc~ Cudc. ur am~ amount with resprrt to which a deduction is allotvablL• by rc:uun of a contribution m ,m urg:uuzation described in sCrtfon Sill (c)(181 of the Cudc. 6.01 Investment oFDeferred Compensation: A Trust is hereby created to hold all the assets of the Plan 'for the exclusive benefit of Panicipants and Beneficiaries, except that expenses and taxes may be paid fTOm 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 Administraror, 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 directed by Participants, pursuant to Section. 6.05. (a) To invest and reinvest the Trust without cGstinction bcttveen principal and income in contnton or preferred stocks, shares of regulated investment companies and ocher mutual funds, bonds. loans, notes, debentures, cettificates of deposit, contracts with insurance companies including but ^ot limited to insurance, individual or group annuity, deposit admintstratton. guaranteed interest contracts, and deposits at reasonable rates of interest at banking institutions including but not limited to savings accounts and cenificates of deposit. Assets of the Trust stay he invesretl in s'ecuritics that invoh~e a higher degree of risk than utvesmtcnts that hate demonstrated their iuvesnnent perfomtancC over an extended period of time. (b) To invest and reinvest all or ant pan of the assets of the Trust fn :un• conmton, collective or commingled oust fund chat is maintained by a back or other instinuiou and that is available ro Ettt- plovee plans described under sections +5- or ~0 ( of the Cude, or :uty successor precisions thereto, .md during the period of time that an invcsanent through any sudt utedium shall exist. to the extent of panicipation of the Plans the declaration of trust of such cmnmonly rollCrticr, or cununfttgled trust t'und shall ronsrimre a pan of this Plan. .........................t;~,,;....................... ... ICMA RETIREMENT CORPORATION (c) To incest and reincest.al] or any patt of the asseu of the Tres[ in any group annuity, deposit administranon or guaranteed interest con[ract issued by an insurance Company or other financial instianion on a commingled or collective basis with the assets of any other yd7 plan or tmsc qualified under section -41}1 (a) of the Code or any other plan de- scribed in section •401 (a)(24) of the Code, and such con- trac[ ntay be held or issued in the name of the Plan Admin- istraror, or such custodian as the Plan Administrator may appoint, as agent and nominee for the Employer. During [he period that an invesnnenr through any such contract shall exit[, to the extent of pattcpation of the Plan, the teens and conditions of such mntraa shall constitute a part of the flan. (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 mac from time to tints be deemed to be reasonable and necessary ro meet obligations under dte Plan or othencisc m lie in the bet[ interests of the Plau. (e) To hold. to authorize the holding ot: and to re~~ister am~ invesnucnt to the Trust in the name of the Plan. the Enrpluyrr, ur au}• nominee or agent of any of [he foregoing, including the Plan Administrator, or iu bearer form, m deposit ur arr;utge for the dcposi[ of securities in a quaGtied central dcposiron• even though, when so rlcpusi[ed, sorb xcuritics mac be utrrged and held in bulk in dte name of the nominee Ot tiulh dep U11C0 R' R'Ith UCI1er See^LitteS dcposi[cd therein by any other person, and to argauizc corporations or trusts under the laws ufancjunsdictiou ti)r tits purpo>r of acquiring or holding titic ro ant propem• ti)r tha Tntst..tll with or without du addition oftrords ur other action to indicate that propcm• is held iu .t tidmian' ur reprca•ntauve capacin• but ehc books .tad records of the Plan shall at all onus sliuty that all such nccsnneuts arc part of the Trust. (t) ldpon sudt teens as mar be deemed advisable by the Employer or the Plan Administraor, as the Case may be, for the protection of ehc interests of the Plan or for tite preser- vation of the value ut an invesnuettt, to exercise and enforce by suit for legal or equitable remedies or by other action, ur to waive any rigJtr or claim on behalf of the Plan or any default itt say obligation owing to the Plan, to renew, extend the [inn for payment of, agree [o a reduction iu the rate ofutterest on, ur agree to any other moditicatiou or change in the terms of any obligation owing to the flan, to senle, compromise, adjust.. ur submit to arbvatio^ say claim or right in L1cor of or against the Plans to exercise and enforce any and a]] rights of foreclosure, bid For property in foreclosure, and take a deed in lieu of foreclosure with or without paying consideruion therefor, to commence or defend suia or ocher legal proceedings whenever an}' interest of the Plan requires it, and to represent the Plan in all suits. or legal proceedings in any coutt of law or equity or before any body or tribunal. (g) To employ suitable consultants, depositories, agents, and legal counsel on behalf of the Plan. (h) To open and maintain any bank account or accounts in the name of the Plan, the Employer, or any nominee or agen[ of the foregoing, including the Plan Administrator, in am' bank or banks. (i) To do any and all other acts chat stay be deemed neces- sary to camp out any of the powers sec forth herein. 6.03 Taxes and Expenses: All taxes of any and all kinds whatsoever that man be levied or assessed under exis[ing or future laws upon, or i^ aspect to the Trust, or the income thereof; and al] commissions or acquisitions or dispositions of securities and similar expenses of invesnnenr and reinvesr- utent of the Trust, shall be paid from the Trust. Such reasonable compensation of the Plau Aduunisaa[or, as may be agreed upon tiom time co time by the Employer and ehc Plan Administrator, and rennbursentent for reasonable expenses incurred by the Plan Administraror in pertomtance of its dunes hereunder (including but not lintimd to fees for legal. accounting, inaesunen[ and cusmdial services) shall also be paid trout the Tnut. 6.04 Pa}•ment ofBenetits: The pa}'nteut ofbenetits tiom the Trus[ in ,rccordauce with the teens of die Plan ma}• be utade by die Plan Administrator, or by any custodian ur other person so :utthurizrd by [he Entph)cer m make such disbursement. The Plan Adminismiror, custodian or odtcr person shall not be liable stilt respect to any distribution of Trust assets utade at the direction of the Employer. 6.05 Investment Funds: In aaordancc with unifomt and nondiscriminatory rules established by the Employer and the Plan Administramr, the Patticipan[ stay direct hisiher Accowus to be invested in one (1) or more investment fmtds available under the Plan: provided, however, that the Participant's inycstmen[ directions shall not aiolate any invesmten[ restrictions established by the Employer. Neither the Employer, the Administrator, nor any other person shall be liable for any losses ineuncd by vittue of foflotuing such directions or with any reasonable adminisaatve delay in implementing such directions. ................................................... i ~~ r f' ~ n¢ n u o p i~ o .~ u. n u g. ,....... _ .......... Dclarred Compcusalion Plau Dont ro cn t, .~ipril 1998 6.06 Valuation. of Accounts: As of each Accounting Date, the Plan assets held in each invesmrent fund ottered shall be valued at fairmarket value and the Snvesunent income and gains or losses. for each fund shall be determined. Such im•estment 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 propoaion that each such Account balance as of the immediately preceding Accounting Date bears ro the rota] of all such Account balances as of that Aaotmting Date. For purposes of this Article, all Account balances inchtde the Account balances of all Patticipants and Benetitiaries. 6.07 Participant Loan Accounts: Panicpant Loan Accounts shall be invested in accordance with Szctiatr d.Ufi of the Plan. Such Accounts shall not share in any investnteut income and gains or losses of the invesnnent funds described in Sections 6.05 and G.OG. 6.08. Crediting of Accounts: The Patticipants Account shall reflect dtz amount and value of the investments ur other propem obtained b}• the Employer through the inezstntent of the Pattidpants Deferred Compensation pursuant to Sections 6.115 and. 6.06. [t is anticipated that the L-mployci s investments with respect ro a Participant wit] contirmt to the im•zsnuent preference specified in the Pardcipants }oindzr Agnzntznt, but nothing herein shall be construed ro require the Employer to crake any particular ivvesttttznt oCa Participants Deterred Cuutpznsation. Each Paaicipant shall rereiyz periodic repotts, not Irss fiequzntk than annualh•, shoa•iug the tlteu current yaluc of hisfher Account. 6.09 Transfers: (a) lnruntin~ Transfers: A transfer ntay be zrczpted from .w eligibli deferred cuutpcusadon plan utaiutained by another rutpluver :utd rredi«•d co a Partidpaut•s Account under the Plant if (1) tlrc Par[irip;utt has separated from service with drat eutploycr and beanuz a^ Employee of dre L-mployer, and (ii; the other employer's plan proyidrs chat such transfer trill be utade. The Entplrn•rr may reyuirc such docuuuutadun from the prederesscrr plan as it drznu accessary ro etFecnrttz the transfer, ro routirnt tha[ such plan is an eligible deterred rcnnpensntiun plan tyithitt the uteaniug of Section X57 of the Code, and to assure that transfers arc pnx•ided tier under such pl:ur. The Entplocer may rttnsc ro accept a transfer in dre tixm of assets under than rash, unless the Employer and the Admiuisaator agree m hold such under assets under the Plan. Any such transferred amount shall be treated as a deferral subject to the limitations of Article V, except chat, for purposes of applying the limitations of Sections 5.01 and 5.02, an amount deterred during any taxable year under the plan from which the tratsfer is accepted shall be treated as if is has been deferred under this Plan during such taxable near and compensation paid by the transferor employer shall be treated as if it had been paid by the Employer. (b) Outgoing Transfers: An aurount tray be transferred to an eli6nblz deterred Compensation plan uraintained by another employer. and charged ro a Participant's Account under this Plan, it (i) the Participant has separated from sen•ice with the Employer and become an employee of the other employer, (ii) the other employer`s plan provides that such transfer will be accepted, and Gii) the Participant and the employers have signed such agreements as' are necessary to assure that the Employer's liabilin• ro pay benefits [o the Participant has been discharged and assumed by the other employer. The Employer may rzyuire such documentation from the odrer plmr as it deems necessary to zflecmate the transfer. to conhnn that such plan is an eli~ibk deferred conrpznsatiott plan within the meaning of section X57 of the Cudz, anti to assure chat transfers are procidzd tnr under such plan. Such transfers shall br ntadz onh• wider such circuntstann•s as are pemrined under section X57 of [hc Code and the regtdatiuns thereunder. 6.10 Employer Liability: In no event shall the Employer's liabilin• to pat benefits to a Parncipant under Chi; Plan exceed the value of the anunnus credited m the Participants Account, neither the Employer nor the Administr:aor shall be liable for losses .trLsiug from depreciation ur shrinkage in the caluc of any iuvesnuznts .i:uuircd under drip Pl.ut. Reticle Vil. Benefits 7.01 Retirement Bene&ts and Election on Separation From Service: Except as otherwise provided in this Article V]], the distribution of a Patticipant•s Account shall com- mence as of April 1 of the calendar pear after the Plan Year of the Parzicipanc's' Retirement, and the distribution of such Retirement benefits shall be made in accordance with one of the payment options described in Section 7.02. Noavith- standing the [oregoing, but subject to the Following para- graph of this Section 7.01, the Parzicipant Wray irrevocabh~ elect within GO days following Separation from Service to have elte distribution of benefits commence on a fixed determinable date other than that described in the preceding sentence whidt is at least 61 days after Separation from Service, but not later than April 1 of the pear following the year of the Participant's Retirement or attainment of age 7(1- 1 /2, whichever is later. Notwithstanding the foregoing provisions of this Section 7.01, no election ro defer the commencement of benefits after a separation from sen•ice shall opecate ro defer the distribution of arty :unuunt in the Participant's Loan Account in the event of a default of the. Parzicipant•s loan. Eftictive on or after lanttary• 1, 19`)7, the Patttctpaut mac elect ro defer the conuuencrntent of distribution ufbrnrfits to a fixed drtenninablr date later than the date described above, but not later than .April I of the year following dte year of the Participant's re[irentcut or attaimnent of air 70- I /?, tvhiehrvrr is later. provided (a) such election is made after the 61st day titllutcing Separation trotu. Service anti brforc ronunrnccqunt tit dutributious :utd (b) [hc Parzici- paut may make only our. (I) suds election. Nonvidtseuuiing the. ti>rr~oiug, tht Adndnistrator, iu order to ensure the urtlrrly administration of this provision, Wray c,tablish a dradliuc a&rr whidt suite clertion to dcfrr the ronuurnrr.- utent ofdistribucion nfbenrtits shall not br allowed. 7.02 Payment Options: As provided in Sertious 7.U 1. ?.U4 and 7.(15, a Participant or Benrtician• utav clret as hate value of the Parzicipanr•s Account distributed in acatrtl:utce with one of the follutviug pnyntrnt options, provided that such option is consistent with the limitations set titrzh in Section 7.03. (a) Equa] monthly. yuararly. umi-annual or annual pav- ntents in an amount chosen by the Participant, ronduuing until hisiher Account is cshaustrd: (b) One lump-suet- pnyntrnt: (c) Approximately equal monchh•, quarterly, semi-annual or annual payments, calculated to continue for a period certain chosen by the Patticipant. (d) Annual Payments equal to the mininmin distributions required under Section 401(x)(9) of the Code over the life expectancy of the Paricipant or over the life expectancies of the Parzicipant and his DeneGciary•. (e) Payments equal to payments made by the issuer ofa redremenr amnti[y policy acquired by dte Employer. (t) .~ split distribution under whidt payments under options (a), (b), (c) or (r) continence or are made at the same dote, as elected by the Participant under Section 7.01, provided that all payments commence (or are made) by the latest benefit conunenceinent date under Section 7.01 and that once a pa}mtent is made subsequent payments swill be tttadr in substantially nonincreasing amounts. (g) Ant payntrttt option elected by dte Participant and agreed to by the L-mploycr and Administrator, provided that such option must provide for substantially nonincreasing pavntents for any period a&er the benefit ronuuenccntrnt date tinder Section 7.01. A Participant's or Beneficiary's selrctiott of a pnynunt option utada utier December 3L, 1995, under Subsections (a), (c), or (g) above utay include the ulrctiun of an automatic annual cost-uf-livinG increase. Such increase will be based oft the rise in the Cunsuutrr Price Index for All Urban Consuntcrs (CP1-U) fcom the third quaaer other last year in whidt a cost-of-living increase u•as provitlyd to the [bird yuartrr of the current year. An}• increase will be made in periodic pacntrnt dtecks beginning the titllowing lanuan•. Thr first coso-ut-livinG inereau will br based on the rise in chr CPI-U from the third quarter of 1995 «t chc third yuartrr of 1.99(,, anti will be applied to amounts paid bcgiuning)anuan• i997. A Pareicipauc~s nr 13rnctician''s diction of a pavntent option must be made at least 30 days before the payment of benefits is co anuntrnce. If a Participant ur 13ruetician• tails ro make a timely election of a paynteut option, benefits shall 6e paid nuntthh• under option (c) above for a period of tier years or suds shover period of time nrcessar}' to ensure that the amount of an}• instalhnen[ is nut kss than S1?O(1 per tear, without the inclusion ofatost-ot-living increase. ............................................................................................................. >~~ a>> t•tnu ,ynoptron Pa tk age Retain Dornment Drrlarntfon a% Tntrt a( rhr IC.Lt ,9 Rrtirernenr Trutt, .ipril 1998 7.03 Limitation on.Options: No pa}maent option may be selected by a Paricipant under subsections 7.02(a) or (c) unless the itnowtt of any installment is not less than 51,200 per tear. No pa}'menr option may be selected by a Paaici- pant or Beuetciary under Sections 7.02, 7.04, or 7.05 unless it satisfies the requirements ofSeaions 401(x)(9) and 457{d){?) of the Lode, including thax payments commencing Gefore rite death of the Participant shall satisfy the incidental death benetits reyuiremenc under section 457(d)(2)(B)O(1). A cost-of-living increase included as part of a payment option uhcted under Section 7.02 shall not be considered to Fail m satish~ the requirement under section 457(d)(2)(b) that any distribution made over a period o£more than one year can only be made in substantially nonincreasing auuxuus. Unless othenviseelected by the Partinpant (or >pouse, in the case of distributions described in Section 7.05 belosvl by the note distributions are required to begin, life expectancies shall. br recalculated annually, Such election shad br irrevocable as to the Participant (or spouse) and shall apple m all subsequent years. The Ii£e expectancy ofa nonspousa Beneficiary may not be recalculated. 7.04 Post-retirement Death Benefits: (a) Should the Paaicipant die after heishe has begun to reccivr benetits under a payment option, the remaining pavnu•nts. if any. nndrr the payment option shall be payable. ro the participant's Beuetuian• within the 30-day period couunrncing with the Dial day wrier the Participant's death. unless rite Benrtici.uz~ iyccts payment under a diffrrcnt pav- ntrut „pnun filar i• avail:tblr under Section 7.tL' within hfl days ,tt'tin• Nartiripant~s death. Any ditlirenc payment option elera••.! he a Ihvrtician• under this sxcnon Waal provide for p.r: strut, at : ran• drat is at Irast as rapid under the payment upnun that u~a• ippiic.tble m the Partcipant. In uo event shall the Entplnver or Administrator br liable ro the Benrti- rian~ tiny rhr antnunt of am~ pavntent ntadr iu rhr name of rhr Parucip.utt brtihre the Administrator receives proof of dc.ah of tha Paaicipant. (b) If the designated Brnrticiary does not continue to live for the: rrntainiug period oFpasanrnrs angler rite pavwent opuun. then rhr couvmaed value ofany rcut~iniug pay- ntrna under rhr pavntrnt option shall he paid in a lump sum ro the rsttte of nc~ Brnetician~. In the rvcnt that the Partcipant's estate is the Beneficiary, the commuted value of any remaining payments under the payment option shall be p:ud to rhr rstatc fn a lump cunt. 7.05 Pre-retirement Death Benefits: (a) Should the Participant die before he has begun to receive the benefits provided by Section 7.01, the value of the Participant's Account shall be payable to the Beneficiary commencing within the 30-day period commencing on the 91st day after the Paaicipant's death, unless the Beneficiary elects a dittzrent fitted or detemtinab]e benefit commence- ment date within 90 days of the Participant's death. Such benefit commencement date shall 6e not later than the lacer of (i) December 31 of the }'ear following the year of the paaicipant's death, or (ii) if the Beneficiary is the Paaicipvtt's spouse, December 31 of the year in which the Paaicipant would have attained age 70-1/2. (b) Unless a Benefician elects a different payment option prior ro the benefit commencement date,. death benefits under this Section shall be paid in approximately equal annual installments over rive years, or over such shower period as logy be necessary to assure chat the amount of any annual installment is not less than 53,500. A Denetician• shall be treated as if he/she were a Paricipant for purposes of detemtining the payment options available under Section Z02. provided, however, that the pa}'ment option chosen by the Benefician~ must provide for payments to the Beneficiary over a period no longer than the life expectancy of the Beneficiary, and provided that such period may not exceed (1 ~) years if the Benetician: is not the Participant's spouse. (c) In the event that the Beneficiary dies before the payment oFdeadt benetits has commenced or been completed,. the rrmaittiug value of the Paricipant's Account shall be paid to the estate of the Benetician~ iu a lump suet. hh the event chat the Paaicipant's estate is the Bcneticinn°, payment shall be tnadr ro the estate in a Iump ,ant. 7.06 Unforeseeable Emergencies: (a) lu the event uh unforeseeable emergency occurs, a Paaicipant Wray apply to the Employer to receive that paw of the value of hislher Account that is reasonably needed to satish• the emrrGency need. If such an applinton is approved. by the Employer, the Paaicipant shall be paid only such unount as the Employer decors necessary to meet the cnhergenry need, but payment shall nut be made to the extent that the financial hardship may be relieved through cessanon of drtirral under the Plan, insurance or uthcr reimbursement, or liyuidatian of other assets to the extent such liyuidauon would not itself cause severe financial hardship. ................................................................................................... tern (b) An unforeseeable emergency shall be deemed to involve only circumstances of severe financial hardship to the Panicipant resulting from a sudden. unexpected illness, accident, or disability of the Participant or of a dependent (as detLted in section 1~3(a) of the Cade) of the Patticipmtt, loss of the Participant's property due [o casualty, or other similar and extraordinary unforeseeable circuutstances arising as a result of events beyond the control of the Panicipant. The need to send a Participant's child to college or to purchase a nets home shall no[ be considered unforeseeable emergencies. The deremtinatimt as to tahether such an unforeseeable emergency exists shall be based on the merits of each individual case. 7.07 Transitional Rule for Pre-19$9 Benefit Elections: In the event that, prior to Januan• 1. 19$9, a Paaicipant or 13enetician~ has commenced receiving benefits' under a payutent opnat or has irrevocably elected :t payment opton or benent conuncncentent date, then that payment option or cleaiou shall remain in effect nom'ithstauding am' other provision of the Plan. 7.08 De Minimis ..°_ccouuts: Nunrithstanding the forego- ing provisions' of this .Article. if the value u[ a Participant's Account does not exceed the dollar limit nods section -411(a) (I 1) (A) ufthe Cody au.t (a) nu amount has Itren detirrcd under the Plan with respca to the Partcipant during the 3-year period cndinG on the date of the dis[ribu- tiou and (b) there has brew uo prior distnbutiuu under the Pl:ut to the P:trticipanc pursuant to this Sectiou'.uti, the Parncipaut ntay clew to rcceiye ur nc~ Employer may distnbure the participant's rntirc Account tyirhout the consent of the P:vtiripant. Such disxributiou ,hall be oracle iu a lump sum. Article VIII. Loans to Participants 8.01 Availability of Loans to Participants: a} Eftcetiyc }:untan• I, I'N)-, the L-ntploycr refer Acct to ntakr loans available to Participants in this Plan. Ifthr Entnloyer h:u rlcrtcd to tn:tkr loans :rcailablr at P.xticipaua. a Participant ntay apple fix a loan frcnn the Plan subject ro the limitations and other proyisiuus of thiti Article. (b) The Employer shall establish. teriacn guidtlinrs govem- iug the grutting of k>an,e, provided that such Guidrlincs arc appntyrd by the Plan Administrator and arc nut utansistcnt with the provisions of this Article. and that Iaans arc made available to alt Participants on a rcasottabh' cquiyalcnC basis. $.02 Terms and Conditions of Loans to Participants: Any loan by the Plan to a Panicipant under Section B.OI of the Plan shall satisfy the following requirements: (a) Availability. Loans shall be made available to all Parn.ci- panes on a reasottnbh• equn•alent basis. (b) Interest Rate. Loans must be adequarely securer{ and bear a reasonable interest rate. (c) Loan Lintit. No Parucipant loan shall exceed the presem value of the PaRicipanc~s Account. (d) Foreclosure. In the ever of default ou any installment pa}'tnent, the outstanding balance of the lout shall Ge a deemed distribution. In such event. au actual distribution of a plan loan offset amount trill nor occur until a distrfbutab]e event occurs in the Plan. {e) Reduction of Acaxtut. Nonrithstanding any other provision of this Plan, the portion of the Participant's Account balance wed as a securin: interest held by the Plan by reason of a loan outstanding ro dtr ['aaicipam shall be tal:eu into account for purposes of detemtining the amount of the .Account balance payable at the Bute of death or distribution, but onh• if the reduction i, used as repayment. of the loan. (t} Amount of Loan. At the Bute the loan is made. nc~ principal atttount of the luau plus the outstanding; balance (principal plus accreted iurerest) due on any other outsnuuling lotus [o the Participant from the Pfau and feom All other plans of the Employer thnr arc qualitied entpluyrr plans under a•rtion ?~(p)(4i of the Code shall nut cxcced the bast uF I) SSn,InAl. reduced by the excess (if any} of {a) The highest outstanding batauce of loons fhtm the Plan during the unc (I) tear period ending on the day before dte data un tchidt nc~ loan is taade. over (b) The outstanding balance of louts from the flan on the dare on tvhidt such loan ii made: ur (?) Chte-half of the value of the P:ICtICIpa11C~5 InCMt`SC Itt all of his{ her Accounts under this PFan. .............................................................................................................. Ei;Gt r~ r r,,.n ., ,. vp„o.. ..~..r,. .... _... ., _....~. _... Drtlurati~n ej Trutt of the 1C.11 A Retitemeut Trusl, April 1998 (g) Application for Loan. The Patt{cipant must give the Employer adequate written notice, as determined by the Employer, ofthe amount and desired [ime for receiving a loan. No more than one (1) loan may be made 6y the Plan ro a Participant's in any calendar year. No loan shall. be approved if an existing loan from the Plan to the Participant is. in default to anv extent. (h) Length of Loan. Any loan issued shall require the Participant to repay the loan in substantially equal iustal]- ments of principal and interest, at least monthly, over a period [hat does not exceed five (~) 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 trait that is to be used within a reasonable time (deternined at the time of the loan is made) after the loan is made as the principal residence of the Participant. the five (~) year limit shall not apply. In this event, the period of repayment shall not exceed a reasonable period determined by the Employer. Principal installutents and interest payntems otherwise due ntav be suspended for up to one (1) year during an autho- rized lease of absence.. if the promiss'on• note su provides, but not beyond the original term pemuned under this subsection(h), with a revised payment schedule (within sudt reran) instituted at the end oEsuch period of sus'pcusion. (i) Prepayment. The Participant shall br permitted to repay the loan in whole ur in part at any tints prior co utaturir•, without pcnaltc. (j) Promissory Nutt. The loan shall br raideurrd by a promissory note executed by the Participant and delivered to the Employer, and shall bear interest at a rcasuuablc rate. drtenninrd b}• the L-mplo}rr. The Employer, in its discretion for any reason, may &x other terms and conditions of the loan. not inconsistent with the provisions of this Article and section 72(p) of the Code. 8.03 Participant Loan Accounts: (a) Upon approval of a loan to a Part{cipant by the Em- ployer,. an amount not in excess of the loan shall be trans- ferred from the Participant's other investment fund(s), described in Section (i.65 of the Plan, to the Patticipant'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 Patticipant's Loan Account may be invested and reinvested only in promissory noes received by the Plan ttom the Participant as' consideration for a loan permitted by Section 8.01 of the Plan or in cash. Uninvested cash balances in a Participant's Luan Account shall not bear interest. [Neither the Etployer, the Administrator, nor any other person shall be liable [or any Iws, or by reason of any breach, that results tiom the Participant's exercise of such control. (c) Repayment of principal and pa}mtent of interest shall be made by payroll deduction or, where repayment cannot be made by payroll deduction, by check, and. shall be invested in one (I) or more ocher investment funds, in accordance with Section G.OS of the Ptan, as of the next Accounting Date after payment thereof ro the Trust. The amount so invested shall be deducted from the Paaicipvtt's Loan Account. (d) The Employer shall have the audutriry ro establish other reasonable rules. not inconsistent tcith the provisions of the (k) SecuriR•. The luau shalF be secured b}' au auignntent of the participant's right, tide and futerest in Aral to hisfher Account. (I) Assignment or Pledge. For the purposes of paragraphs (t) and (g).:usignntent or pledge of any poaion of the Participant's inrerest in the Plan and a loan, pledge, or assignment with respect ro any insurance contract purchased under the Plan, will be created as a loan. (rat) Other Tenns and Conditions. The Employer shall fix such other terms and conditions of the loan as it deems necessary ro comply with legal requirements, to maintain the qualification of the Plan and Trust under section 457 of the Code. or to prevent the treatment of the [Doti for tax purposes as a distribution to the Patticipam. Plan, governing the establishutrnt and ntahttenance of Participant Loan Aaounts. Article IX. IVon-assignabili4y 9.01 In General: Exrept as prodded in Attide VIII and Section ~J.0?, no Paniuparn or l3eneticiary shall have any right m connuute, sell, assign, pledge, transfer or otherwise convey or encumber the right to receive any payments hereunder, whidt payments and rights are expressly declared to be non-assignable and non-transferable. vr,~, 9.02 Domestic Relations Orders: (a) Alloavance of Transfers: To the extent required under 6naljudgemetit, decree, or order (including npprovat of a propem settlement agreement) made pursuant to a state domestic relations law, am• portion of a Participant's Ac- count may be paid or see aside Eor payment to a spouse, fomxer spouse,. or child of the Participant. Where necessan to earn out the ternxs of such an order, a separate Account shall be established with respect to the spouse, fomxer spouse, or child who shall be entitled to make investment selections with respect thereto in the saute nxanner as the Participant, any amount so set aside Eor a spouse, former spouse, or child. shall be paid out in a lump sum at the earliest date that benefits. may be paid to the Participant. unless the order directs a different tinxe ur form of payment. Nothing hx this Section shall be construed to authorize any amount [o be distributed under the Plan at a time or in a fomx chat is not pernxitted under Section -F57 of the Codc. .9ny payment made ro a person other dxau the Participant pursuant to this Section shall be reduced by required income tax withholding; the fact that pavnxent is made to a person other than the Participant may not prevent sudx payment from being includible in the gross' inconxe of the Participant for withholding anti income tax reporting purposes. (b) Release ti-om Liabiliq• to Partidpanr. The Entpluycr's liability m pay bettetits to a Partiiipaut shall 6c reduced to the extent that amounts hate been paid or set aside ti,r pawntrnt to a spouse, fomxer spouse. ur ihild pursuant to paragraph (a) of the Section. Nu sudx auutar shall br etlcauutcd unless the Eutplowar or Administramr has been provided tt•ith satisfaeron et•idenre that the Employer and die Adutiuistruor an released front ant further claim by thr Participant with respect ro such auumm~. The P:xrticipnnt shall be deemed to hate rdeasrd the Entphncr and the Administrator t}om anw ilaim twith expect to such amounts. in any rase in twhich (i) the Employer ur Aduunistntor has been served with regal process or othern95e joined in a proceeding relating to sorb transfer. (il the Participant has been notified oEthe pendency of sudx proceeding in the nxanner prescribed by the late o[ the jurisdiction in which the pnxceding is prndinG fur srniic of proirss in such action ur 6v umil tiom nc~ Entplul•er ur Admiuistntor ro nc~ Paniiipant's last known mailing address. and (iii) dxc Partici- pant tails to obtain :w order of the court in the proceeding relieving the Enployer or Adminisaautr tiom the obligation to conxph• frith the judguunt, decree. or order. (c) Participation in Legal Proceedings: The Employer and Administrator shalt not be obligated to defend against or set aside any judgement, decree, or order described in paragraph (a) or any legal order relating to the garnishment of a Patticipant's benefits, unless the full expense of such legal anion is borne by the Patticipant. In the event that the Patticipant's action (or inaction} nonetheless causes the Employer or Administrator to incur such expense, the amount of the expense may be dxarged against the Participant's Account and thereby reduce the Employer's obligation to pay benefits to the Participant. In the course of any proceeding relating to divorce, separation, or child support, the Employer and Administrator shall be authorized to disclose inforntation relating ro the Participant's Account ro the Participant's spouse, former spouse, or child (including the legal repres'entatiwes of the spouse, fomxer spouse, or ihild}, or to a court. Article X. Relationship to other Plans and Employment Agreements This Plan senses in addition to am• other retirement, pen- sion, ur 6enetit plan or system presendw in existence ar hercinahcc established for the 6enetit of the Emplovrr•s enxplo}sees, and participation hereunder shall not affect benefits reieiwablc wider any sudx plan or systcux. Nothing contained in this Plait shall fie deemed to constitute :w rmpluwutcm contract or agrcement between arty Participant and the Employer or to giae ant Participant the right to fie retained in the enxploc of the. Employer. Nor shall anwthing herein be constnteci to nwdih• the roans of any rntpluctucut contract or agrec•nxeut between a Participant and the L-ut- phwrr. Article XI. Amendment or Termination of Plan The Entplu}~cr may at any tinxc amend this Pl:w provided that it transmits such :unendnxent in writing to the Adminis- trator at Irast 3n days prior to dxc etrectit•e date of the auxendntcnc. The cunseut of tlxe Administrator shalt nut be required in order tixr such atnendutent to become etFeitiwe, but the Administrator shall be under no u6ligarion to anuiuur airing as Administrator hereunder it it disapproves of such amendment. The Emphxyer ma}• at any [into tcrnxi- uam dtis Plan. r, ,~ 4S ! flan .y aopr gun rurnueo. ....-, ~. .. ... .. ... _.. .. - Dcrlarnliun GI Trust u~ the IGll .9 Rrlirerrrrnt Trust, April 1998 The Administrator may at any time propose an intendment to the Plan by an instrument in writing transmitted to the Employer at least 30 days before the effective date of the amendment. Such amendment shall become et}ective unless, within such 30-day period, the Employer notifies the Atiministraror in writing that it disapproves such amend- ment, in which case such amendment shall not become etTective. In the event of such disapproval, the administrator shall be under no obligation to continue acting as Adminis- trator hereunder. Except a may be required to maintain the status of the Plan as an eligible deterred compensation plan under section X57 of the Code or ro comply with other applicable laws, no anrendntent or temtination of the Plan shall divest any Parricipant of any rights with respect to compensation deferred before the date of the amendment or termination. Article XII. Applicable Law This Plan and Trwt shall l1e constnted under the laws of dte state where the Employer is located and is established with the intent that it uteet the requirements' of au "eligible deterred compensation plan" under Section -4i7 of the Code, as amrndcd. The provisions of dts Plan and Trust shall be interpmted teherever possible in conformity with the rcquireutents of that scctiou. Article XIII. Gender and Number The masculine pnntuun, whcnracr turd herein. shall include the timininr prunuun. and the singular >hall include the plural, cscrpr where the cuutext reymirrs udternix. Elrrru 9 i i P l a n .~ d o p t i o n P a c L a g c R e t a i n D o nt m e a t • ~ Dei la ration uj Tnisr of the. IC.11 .-I Ratirrr^rur Trusr, .flap 1?9i APPER9IDOX ~ DECLARATION OF TRUST OF THE ICMA RETIREMENT TRUST Article I. Name and Definitions Section 1.1 Name: Thr nazue oldie trust crraad hzreby is dte IC{v1A Retirement Trust. Section 1.2 Definitions: Whireerr thev am used herein, the following terms shall have the following respective meanings: (a) Bylaws. The bylaws referred ro in Section ~.I hereof. ;u amended from time to time. (I) Public Employee Trustees. Those Tmstezs elected by the Public Employers tvho, is acrortiartce wilt the provision of Section 3.1 (a) hemot: are full-time employers ofPublic. Empl o}'res.. (m) Public Employer Trustees. PublicEmplo}^rrs who seer as tntstees of dte Qualified Plans or Defined Compensation Plans. (n) Public Employee A unit of state or local govemntent. or any agency or instntmentality thrrcoE that has adopted a Deterred Coutprnsazion Plan or a Qualified Plan and has executed this Drdnration of Tntst. (o) Qualified Plan. ?. plan that is sponsored b}' a Public Emplovrr for the purpose of providing rctirentent ittcontc ro its employees and that suistiis the yuali6cation requirements of Section !pl of the htternal Revenue Codi. (b) Deferred Compensation Plan. A deferred compensation plan established and maintained by a Public Employer for the purpose of providing retiremen[ income :led udmr defenrd brnriits' co its employees in acconl:mca with [Itr provision of section ;:,i of the Internal Rzveuur Codr. (c) Employees. Thnsi rtnployers tvho participam in Qttalitied Plans and~or Deterred Contprnsadon Plata. (d) Employer Trust.:1 ouu created pursuant ro an aGrcrntrur hravrrn RC and a Pubh~ Emplovrr. or an auceutrnt 6enyrru RC and :t Publii Empluvc•r rite advuutstraticr srn•iies drat a nut a rater, in either rase for rite purpose of im~rsdn_:utd adntiuistrrin_~ the revues sit :lsidr by such Emplovrr iu iannriuon tyidr us Dzfrrrrd Cumprnsatimt agrrrnn•uts with its rntplovees or tit i onurruott wilt its Qualitird Plan. (e) Investment Contract. A tton-nr~ooablr iontract rutrred imo by the Rrnrovtint Tnnt with a tinani cd insnavum that pFnyldl•S for a tlsed raCC OF R[Urn U^ illycb[me^[. (f) ICMA. Thr Intintauoval C:itr. Counts ~l:magrntrnt AssUC W [n)tl. (g) ICMA Trustees. Those Tnutrrs rlritrd h~ the Publii Entpluyra in accordance o'tth thz pnn'isiuns of Section ?,I(:t) hrrc•o[: who arc:d>o utcmbrrs orti,nurr members ufthe C-xri user Board of ICMA. (h) RC Trustees.ThoscTrustrrselraaib)'thrPuhliiEutployrr. tuba. in arionl.wce with the provisions of Sc•i non :. I (a) hereof: .tre:dsu mcmbrrs or limurr ntrutbcrs of [hr Bo.ud ofDirriu,rs of RC. (i) Internal Revenue Code. Thr lntrnt.tl Rryrnur C:udr of f 9N(i. ,ts anlrudrd. (1) Investment Adviser. Thr Inyrsnnrut Adyiszr that rnu•rs into a covvait tvidi the Rrurrutrnt Tnut to pn,cidr advice witb resprit to ineestntznt of the Trust Propcm•. (k) Portfolios. The srparam covuuiuglni pools of invrsuuznt established ba the Inarsnurut Adctsrr to the Rznrrntrnt Trust. under thz sttpen•15ion otter Tnisrecs. For dtr purpose of providing invcsnnena rite ehr Trust Propene. (p} Public Employer Trusr. A tntst that is zstablishrd by a Public Emplo7rr in connection with its Qualified Plan :rod thaz satisfies the rcquirentents of Szction Si11 oFthe huemal Revenue Cody, ur a tmst established by a Public Employer in connection with its Deterred Contprnsation Plan and drat satistizs. the reyuiretnents ofSittion -4~7(b} oEthe Intertal Rzvenrtc Code. (q) RC. Thr International Cin~ .~'IanaGrntent Association Retirintrnt Corporation. (r) Retirement Trusr. Thr Tntst created by tires Drd:trauon of Tntst. (s) Trust Property. Thr :uuounts held in the Rrtirrntrnt Tntst as proyidrd in Section 2.3. Thr Trost Propcm• shall entitle{e any inttnnc resulting tram the mvesnnrnt to the amounts so held. (t) Trustees. The Public Employer Trustees. ICi41A Trusters and It, C: Tmsrers elected by the Publii Entployrrs to seer :u utcud,rrs of the lluard of Trusters of the Rrtircntrnt Trust, Article II. Creation and Purpose of the Trust; Ownership of Trust Property Section 2.1 Creation: (a) Thr ltctircmcnt Trust tvas ireatrd by [hr rxciutiun of this` DrrLlrauuu ofTntst by the initial Trustrrs:uul Fabler L•utplovcrs :utd is estabGshal wah n•sprita, rash paniripauue Publii Emplovcr by adoption of this Drilaradon ofTrust. (h) Thr Rrdrrturnt Tntst is hrrcbr expressly made a part of the appropnan• Qualitird Pl;ut or Drkm•d Contprusation. Plan of each Pu blii Entployrr that exrattrs or has rxeanrtl this Drdarnion of Trost. Section 2.2 Purpose and Participation: (a) Thr parposc o[ the Rztircmrnt Tnat is to provide for the mmminglrtl inyrs'tmeut offimds held by the Public Employers ht connection w+th tltrir Deterred Comprnsatiou ;utd Qualified Plans. The. Tntst Propcm shall bz nn•rs'ted in the Ponfolios, in htvesnuru[ Contracts. and iv other inersunen[s reconvnendrd by Tm err a57 Plan .ddoyfian Package Retain Document Declaration of Trust of the ICMA Retirernrnl Trust, May 1997 the Investment Adviser corder the supervision. of the Board of Trustees. No pan of the Trost Pmperry will be im~ested in securities issued by Public Employers. (b) Patticipation in the Retirement Tract is limited to (i) pension and profit-sharing trusts which are maintained by Public Employers and that are exempt under section ~O1(a) ofthe htcernal Revenue Code because the Qualified Plans related thereto qualify under section 401(a) of the Internal Revenue Code and (ii) deferred compersation plans. maintained by Public Employersunder Section 457 ofthe huemal Revenue Code (and tmss maintained by such Public Employers in connection with such 157 plans). Section 2.3 Ownership of Trust Property: (;t) Tlie Tmstees shall have legal tide to the Trust Property. Thr Tmsc Progeny shall be held u follows: (i) for the Public Employer Trusters for rite exclusive benefit of the Employers: or (ii) in the case of a Deferred Compensation Plan maintained by a Public Employer that has not established a Public Employer Trust for the plan, for the Public Employer as beneficial owner of the plan's assets. (b) Thr ponlon ofthe corpus ;utd inwnte of the Retfrentent Trust that equitably brlong~ to any Public Employer Tnst may not be used for or diverted to any purpose other [han for the rxdus'ive benefit of the Guployers (or their beneficiaries) who arc entitled to brttrtits under such Public Employer Trost. (c) No employer's Public Employer Trost may assign any pan of its equity ur interest in the Rrtireutrnc Trost. and any purported assignntrnt of such ryum• or interest shall br void. Article III. Trustees Section 3.1 Number and Qualification of Trustees: (a) The Beard ofTmsrers shall consist ofuinr Tmstees. Five otthr. Tmstees shall br full-ante employers of a Public Employer (the Public Employer Tnsrers) who .ter authorized by such Public Employer to serve as Tnsmr. Thr rrntaining Four Tmstcrs shall. consist of two penuns who, ar the time of election to the Board of Trustees. are members or former ntembrrs' of the Executive Bo;¢d of ICMA. anti to•o persons who, :¢ the time ofeleaion, are mrntbea or fomtrr members of the Bo:uti of Directors of RC. Our of the ICMA Tmstees and one of the RC Trustees shall, at the dote of election, be till-time employees of Public Employers. procedures set fonh in the By-Laws. (b) At the first election of Tmsrees, three Tmstees shall be elected for a terns of three years, three Trustees shall be elected for a term of two years and three Tmstees shall be elected for a term of one year. At each subsequent election, three Trustees. shall be elected, each to serve for a term ofthree years and until his or her successor is elected and quali£ed. Section 3.3 Nominations: The Tmstees who are full-time employees of Public Employers shall serve as the Nominating Contmimee for the Public Employee Tmstees. The Nominating Conmtittee shall choose candidates for Public Employee Tmsree in accordance with the procedures. set forth in the By-Laws. Section 3.4 Resignation and Removal: (a) Any Tmstee may resign as Tmstee (without need for prior or subsequent accounting) by an instrument in writing signed by the Tmstee and delivered to the other Trustees and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instmment. Any of the Tmstees may be removed for cause, by a vote of a majority of the Public Employers. (b) Each Public Employee Trustee shall resign his or her position as Tmstee within b0 days of the dace on which he or she ceases to be a full-time employee of a Public Employer. Section 3.5 Vacancies: Thr term of office of a Tmstee shall cemtinate and a vacancy shall occur in the event ofhis or her death, resiLmation, removal, adjudicated incompetence or other incapac- iR' to perfomt the duties of the office of a Tmstee. In the case of a vacancy, the remaining Trustees shall appoint such person as they in dteir disartion shall see tic (subject to the limitations set fonh in this Sraion), to serve for the unexpired portion ofthe temt of the Tmstee who has resigned or otherwise ceased to br a Tmstee. The appointment shall be made by a written instmment si5mrd by a ntalonry of the Tmstees. The. person appointed nmsc be the same n•pe ofTnstrr (is., Public Employee Trustee, IC1v1A Tmstee or RC Tntstcr) as the person who has ceased to be a Trustee. An appointnent ofa Tms[ee may he made in anticipation ofa vacancy to occur at a later date by reason of renrentrnt or resignation, procideti chat such appoincntrnt shall not become effective prior to such retirement or resignation. Whenever a vacancy shall occur, until such vacant}• is filled as provided in this Section 3.5, the Tnucees in odcr, regardless of their number, shall have all the powers granted to the Tmsrers and shall discharge all the duties imposed upon the Tmstees by this Declaration. A wrimen ins'tnt- ment cenityinG the existence ofa vacancy signed by a majority of the Tmstees shall be conclusive evidence of the existence of such (b) No person may s'rrve as a Trustee for more than nvo scorn in am• ten-year period. Section 3.2 Election and Term: (a) Except for the Tmstees appoiured to till vacancies pursuant to Section 3.5 hereof the Tmstees shall be elected by a voce of a ntnjoriq• of the voting Public Employers in accordance with the vacancy. Section 3.6 Trustees Serve in Representative Capacity: By executing this Declaration. each Public Employer agrees that the Public Employer Tmstees elected by the Public Entployrrs are authorized to act as agents and representatives. of the Public Employers collectively. T Liir~ nr Drrlurattun u/ Trust of Ihr ICEd .9 Retirement Trust, Lfay 1997 Article IV. Powers of Trustees Section 4.1 General Powers: The Trustees shall have the power to conduct the business ofthe Trust and to carry on its operations. Such power shall include, but shall not be limited to, the power to: (a) receive the Tmst Propem= from the Public Employers. Public Employer Trustees or the tmstee or administrator under any Employer Trust (b) enter into a contras with an Invesmtent Adviser providing, among other thinE.n. for dte rstablisluuent and operation of the Portfolios, selection of the Invesmtent Contracts in which the Tmsc Propem map• be invested. selection ofthe ocher investments for the Tmst Propem and chr payntenC of reasonable tees to the Invesmtent Adviser and to any sub-inaesmtentadvisrr retained 6y the hrvesmtrnt Adviser; (c) review annually the perfomtance of the Incistment Adviser and appmre annually the contract with such Invesmtent Adviser: (d) in•. ast and reinvest the Tmst Propen• in the Porfolios, dte Ltvesmtent Contracts and in any ocher ittvestntent reconmtended by the [necsmtirt Adviser. but not including srntrinrs issued by Public Entpim~rrs. pntcidsi thaz ifs Public Employer has dittoed that its monies bi utcrsted in one or more specified Portolios or in an Lrvestntnnt Conn.:.:. tar Tntstcrs ofthr Ritinntint Tntst shall invest such monies itt atrnn$tncr with suds directions: ~) CnCer In[O COnCIaCCS or arrangements for goods or sere=ices required in connection with the operation of the Retirement Tmst, including, but not lintired to, contracts with custodians and contracts for the provision of adntlnistrative sendces: (k) borrow or raise money far the purposes of the ReurentenC Tmst in such amount, and upon such temts and conditions, as the Trustees shall deem advisable, provided chat dte aggregate amou nt ofsuch borrowings shall not exceed 30'%. of the value ofthe Tmst Propem. No person lending money to the Trustees shall be bound to see the applicazion of the money lent or m inquire into its validiq•, expediency or propriety or any such borrowing; (I) incur reasonable expenses as required for the operation ofthe Retirement Tmst and deduct such expenses front of dte Tmst Propeme (m) pay expenses properly alloca6lr ro the Tmst Propeny incurred in connection with chr Deterred Compensation Plans. Qualified Plans, orthe EmployerTmsts and deduct such expenses from that portion ofthe Tnrsr Propem• m which such rsprnses arc properly allocable: (n) pay ou[ of chr Tntst Propem• all real vtd personal propim• taxes. income [axes and other taxes ofanv:md all kinds which, in the opinion of the Tntsrees, are properly (ivied, or assessed under existing or funtre laws upon, ar in respect ot: the Tnrsc Propem• and allocate any such taxes to the appropriate accounts: (e) keep such portion of chr Tntst Proyrm• in cash ur cash balances as tlhe Tntstcrs. tinm time to tinti. may deem to br in chr best interest of chr Rcurrntrut Tntst created hereby hvidtour liability rite interest thereon: (f) accapt and recurs rite such ^ntr as they m:q• deem advisable anp securities or other propcny rctciccd or anlwred he [bent .ts Tmsroes hereunder, tvhethrr or not such xatritirs or other propim• would namtalh~ bi purchaud as inycsuucnt ltcrcundir: (g) e:utsr .uty srcuntirs ar other propene held a part ofcer Tntst Prnprm~ to Lc• rc•astrrcd in the mute ufthc Rrurcutrnt Tntst nr in the n.unc of a nominee„uu1 Co hold :un• inycsuuiuts iu hearer fomt. bur dtr hunks .uvi records of the Tntstcrs shall a[ all times show dt:a all suite wyrsnurnw .tic .t pan of chr Trent Proprrtc: (h) make.execute.ackmtwirdgr.auddcliyiranyand•tlldotuutrnts of trausfcr and i uncra:uttc .uul .tire and all tither uutnuurnts tb.n ntay be nrerssan- ur apprupnate [o ism' ouc rite powers 6rrcin granted: (i) cote upon any stork. bonds. ur tither sirunnrs; give grnrrd ur special proxies ar poscrn ai aaomcp wrth ur ,cnhaut putcrr of >ubsnnviou: ixrrrisc:uty i oncenum priyilecrs, subu option rights. or other optious..md utakr .top payumna intfdrntal thrum: oppose or consent to, ur uthe•nvisr pamcipan• iu, corporate reorganizations or tit other rh,utgrs a[fctting curpurt[c sratrinc•s. and delegate ciiscrction:m• potcrrs and pay .toy :uscsvnrnts or charges in ronnrcnon thirewnh: and geurralh~ exercise anp otthr pn,vers of :m otcmr tt4dt rrprct to stoi ks, bonds. sirurides or other pntocm• Lrld as pact of the Tnrsr Proprnv: (o) adopt. amend and repeal the Bylaws, provided that such 6vlatas arc at al] times consistent with chr temts of this Dedara[ion of Tnrsr. (p) employ persons m makrn=ailablr inmrrsts in chr Rrtircntent Trust to cmplocrrs dig~bli to ntaincain a Deferred Compens:niou Plan under Section -4S i or a Qualifed Plan under Srrtion ~+01 of chr Iurerual Res•rnuc Codr: (q) issue the Anuu;d Ripon of chi Rrun•vunt Tmst. and chr due losun doruntrnts and other Iirermm• turd be chr Rrurcutrttt Trost: (r) inaddiduntoconduttivgthimyr>nnrnt}+rngramauthorizrd m Srrtion ~F.I (d), make luaus. iuchtding tits purch.tir of debt ubligatious, procidnl that all such luaus shall bc¢ interest at dti torrent market rate: (s) contras for.:utd delegate any powers gr:uurd hcrcuutlir m. such ntlicars, agents. entpluyres. auditors and aaomeys as the Trustris' nt:q• ;nett, procidrd that the Tnistres uhac not dckGatr the powers set tbrth iu paragrauhs (h}. {C} .uu1 (oi of thi> Section -4.1 and may nut dilcg:ne .tin' powers if such ddrg.t[iun would viol:ai du•ir tidocian• doors: (t) provide fur the indeumiticadon of the OtEtta and Tmsties of chr Rrtirentcnt Trust and. purchase fiduciary ituur:uttr: (u) maintain books :wd. records, including srpar:ne accounts for iadt Public Entplocer. Public Employer Tmstrr or Employer Tntst and such additional separne accounts as arr. requimd under. tnd consistent with the Deterred Compensation or Qualified Pion of each Public Entployec and Foiwrrn a57 Plau adoption Package Retain Document Dcclarntiori of Trutt o.(' Ilte IC,ifA Rctir¢ment Trutt, clay 1997 (v) do all such acts. take all such proceedinc~>s, and exercise all such rights. and privileges, aldtough not specifically mentioned herein, as the Trustees may deem necessary or appropriate to adntittister the Trost Ptopem' and to cam out the purposes oftheRetiremenc Trust. Section 4.2 Distribution of Trust Property: Distributions of the Trost property shall be made to, or on behalf of the Public Employer or Public Employer Tmstee, in accordance with the temts of the Drfened Compensation Plans, Qualified Plans or Employer Tntsts. The Tmstees of [he Retirement Trost shall be titllv protected in making payments in accordance with the directions of the Public Employers,. Public Employer Tmstees or tms«rs or adntiniuraton of any Employer Trost without ascer- taitung whether such paymenn. are in compliance with the provisions of do applicable Defenrd Compensation or Qualified Plan or Employer Tnut. Section 4.3 Execution of Instruments: Thr Tmstees may twattimously drsigna« any one ormore otthr Tms«esto execute tiny insmunent or doamtent. an behalf of all, including but nut liutited to the signing or endorsement oEany check and the sigrune of tiny applications, insurance acrd. other contracts. and the action of such desiena«d Tmstee or Tmstees shall have the same force and edca as if taken by all the Tntstezs. Article V. Duty of Care and Liability of Trustees Section 5.1 Duty of Care: In exercising the powers' Itereinbe- fore ,nutted to dtr Tmstees. the Tntsters. shall perform all arcs within their authority fire the exdusiyr purpose of providing bcnetits Ectrtbe Pubbc Eutplocers in ronneaion with non-tmsterd Deterred Compensation. l'laus and For the Public Employer Tnuo- rrs..uul shall perti>mt +urh arts with dtr i an. skill pmdenre and dilivrurr tit dx• iircutu;ctnccs' then prcv;tiling that a pmdrnt pennn .uung w a like r.tpacity :uul t:uutliar tcith sudt utaaers would use m du• :unduct of an eu«tpnx• ofa like charar«r and with like mitts. Seetinn 5 ' Liability: Tltr 'pnames +hall uoc be liable for :uty misrtke of judL~nrnt or other action taken iu good taidt, and for am~ action ctkrn or ~mit«d in rchaure in good faith upon dtc books of account or other rcrords of the Rctiroutent Trost, upon the opinion of rounsrl, or upon repotts' made to the Retirzntent Trost he ant' of its officers, employers ur agents or by the Inyrstntrnt Adviser or tiny sub-inaesnneut adviser, accountant. appraiser or other expert or consultant selected with reawnablr can by the Tms«cs, officers or employees of the Retirentrnt Trust. The Tmsrecs shall al>o not be liable for any loss sustained by the Tntst Ptopem' by reason ofany invrs'tmrnt ntadz iu goodfaith :utd in acconlaurr tvitlt the standard ofcare set forth in Section 5.1. Section 5.3 Bond: No Tms«e shall be obligated to ,~ivr any bond or other a nhrin• for the perfotntam'r cc any uk his or her dories hrrcundrr. Article VI. Annual Report to Shareholders The Tmstees shall annually submit to the Public Employ- ers and Public Employer Trustees a written report of the transac- tions of [he Retirement Trost, including financial statements which shallbe certifiedby independent public accountants chosen by the Tmstees. Article VII. Duration or Amendment of Retirement Trust Section 7.1 Withdrawal: A Public Employer or Public Em- ployer Tmstee may, at any time, withdraw from this Retirement Trost by delivering to the Board ofTmstees a written statement of widtdrawal. [n such statement, the Public Employer or Public Employer Tmstee shall acknowledge that the Trost Property allocable to the Public Employer is derived From compensation deferred by employees of such Public Employer pursuant to its Deterred Compensation Plan or from contributions. to the ac- counts of Employees pursuant to a Qualified Plan, and shall designate the &nandal institution to which such property shall be rmnstenrd by the Tms«es of the Retirement Trust or by the tmstce or administrator tinder an Employer Trust. Section 7.2 Duration: The Retirement Trust shall continue until «mthtated by the vote ofa ntajoriry of the Public Employers. each casting one vote. Upat «mtination, all ofthe Trtrst Ptopem shall br paid out to the Public Employees, Public Employer Tmstees or the tntstees or admitustratots of tlir Employer Tmsts, as appropriate. Section 7.3 Amendment: Thr Retirement Tnist tray be amended by the vote o[ a majority of the Public Employers, each lasting one vote. Section 7.4 Procedure: A rzsohnum to tenuinute ar amend the Retirement Tntst or to remove :t Tmstee shall be subntittrd to a rote of the Public Empluyen tti (i) .t ntajotitp of the Tnu«es so direr[. or. (ii) a prtidon rcyuesting :t vote signed by not lass than. '_5 percent of the Pubhc. Employers. is subntiaed to the Tntstces. Article VIII. Miscellaneous Section 8.1 Governing Law: Except as otherwise reyuirrd by state or local law. dtis Declaration of Trost and the Retirement Trost hereby created shall br cons'tmrd and regulated by the laws of the District of Columbia. Section 8.? Counterparts: This Declaration may hr exeaucd by the Public Employers and Tmstees in two ormore counterparts, each of which shall be deemed an ony~inal but all ofwhich together shall constitute one and the same instwnent. .................................. (. Y.1