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2007-081!_ 7~ S:\Our Documents~Ordinances\07\2-ORD Deferred Compensation.doc ORDINANCE NO. ~OO'T - D~ AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF DENTON AND NATIONWIDE RETII2EMENT SOLUTIONS FOR THE ADMINISTRATION OF A DEFERRED COMPENSATION PLAN (457 PLAN), IN ACCORDANCE WITH ARTICLE 11 OF THE MEET AND CONFER CONTRACT BETWEEN THE CITY OF DENTON AND THE DENTON FIRE FIGHTERS ASSOCIATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City has reviewed provisions ofthe deferred compensation plan provided by Nationwide Retirement Solutions and has determined that such a plan is permitted under Section 457 of the Internal Revenue Code; and WHEREAS, the City Council has approved Article 11 of the meet and confer contract between the City of Denton and the Fire Fighters Association, which allows Fire Department personnel and newly classified Fire Department personnel the option to enroll in an alternative deferred compensation program under conditional review of the plan; and WHEREAS, the provision in Article I1 stipulates the addition of an alternate deferred compensation plan by Nationwide Retirement Solutions must not bear additional expense on the City and must not change the asset management fees paid by employees participating in the existing deferred compensation plan with the International City/County Management Association Retirement Corporation (ICMA-RC); and WHEREAS, the City has found no changes will occur to the asset management fees paid by employees participating in the ICMA-RC plan as a resuh of the addition of the Nationwide Retirement Solutions plan and the City will not assume additional expenses for providing this plan; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby approves the Nationwide Retirement Solutions contract, attached hereto, between the City of Denton and Nationwide Retirement Solutions, and the City Manager is hereby authorized to execute the agreement on behalf of the City. SECTION 2. The City Manager, or his designee, is authorized to exercise all rights and duties of the City of Denton under the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. ~y ti:vOw' DocumrnlsvOrdinancwv072-0RD Defen'ed CompensatioaJw PASSED AND APPROVED this the / lTfC.day of~~/)r/ ~ , 2007. C ~J PE . McN\\EILL, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ,~ Qti L~/~Q. P APP OVED S TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY BY: ~~~ ~ Page 2 of 2 Deferred Compensation Plan Administration Agreement This Administration Agreement ("Agreement") is effective this / 7 day of / / by and between Nationwide Retirement Solutions, Inc., a wholly owned subsidiary of NFS Distributor , In Delaware Corporation (hereinafter "Nationwide" or "Ad ipistrator'~+and the City or County or any of its agencies, departments, subdivisions or instrumentalities of r~/~l/ Dt ~e/9f O j2_ hereinafter referred to as EMPLOYER. ~~ WHEREAS, EMPLOYER, pursuant to and in compliance with Internal Revenue Code Section 457, has established a Deferred Compensation Plan, hereinafter referred to as PLAN, which permits EMPLOYER and its employees to enjoy the advantages derived from Section 457 of the Internal Revenue Code of 1986, as amended; and WHEREAS, the intent of the Program is to assist Employers and their employees in establishing an increased measure of financial security by providing for additional retirement income through the deferral of before-tax dollars and the reduction of current income tax liability thus offsetting the effects of Inflation or their ultimate retirement benefits, WHEREAS, EMPLOYER desires to utilize Nationwide in connection with the administration of the PLAN: and WHEREAS, Nationwide desires to provide such services subject to the terms and conditions set forth herein: Now therefore, EMPLOYER and Nationwide agree as follows: 1. SELECTION OF A DEFERRED COMPENSATION PROGRAM The Plan makes available to the Employer a third party administrator and investment and insurance products which, as a result of a careful evaluation of administrative abilities and experience, and the combination of costs, benefits, and services, provide a quality deferred compensation program. 2. DESIGNATION AND REGULATORY CONSIDERATIONS EMPLOYER designates Nationwide as an Administrator for deferred compensation funds EMPLOYER has agreed to sponsor the Program and has selected and contracted with an independent plan administrator, Nationwide, eminently qualified to accept and fulfill the responsibility for all administrative requirements necessary for the successful operation of the Program. The Employer hereby accepts Nationwide to act as Program Administrator in fulfilling the administrative and marketing requirements of its Plan and the Program. Nationwide has represented and warranted to EMPLOYER that the Program and the Plans adopted thereunder meet all necessary criteria for approval by all federal and state regulatory authorities governing such programs. Employer has determined that it is an "eligible employer" as that term is defined in Section 457(e)(1)(A) of the IRC. 3. A. EMPLOYER Employer may terminate this Agreement upon 90 days' written notice to Nationwide without cause. B. NATIONWIDE If the Employer fails to agree, whether by act or omission, to the terms and conditions for participation in the Program, Nationwide shall have the right to terminate this Agreement upon 90 days' written notice to the _]_ M:\Corp\2038\020/Nationwide Master Administration Agreement.doc DC-4055-1706 [nl] Employer; provided, however, the Employer may cure the default or omission within 90 days immediately following the date of said notice. 4. DEFAULT In the event the Agreement is terminated for "Cause" (which shall mean the failure of either party to pertorm any or all of its obligations as defined herein); the non-defaulting party shall give the defaulting party written notice, specifying the particulars of the default. If such default is not cured within sixty (60) days from the date in which notice of default is given, the non-defaulting party may terminate the Agreement effective thirty (30) days after the end of the sixty (60) day period. 5. INVESTMENT OPTIONS Nationwide agrees to accept deferred compensation plan funds for investment in the investment options as mutually agreeable to the parties. EMPLOYER agrees to accept the terms and conditions of the insurance and investment company contracts as represented by Administrator pursuant to the operation of this Program. EMPLOYER agrees to assist the Administrator, as necessary, in the development of comprehensive investment and service specifications. A. Participants will be permitted to change their investment options as often as they wish, however, they shall be subject to any applicable penalty or charge or restriction imposed for such change. 6. ESTABLISHMENT OF ACCOUNTS A. ENROLLMENT SERVICES Nationwide agrees to process, or arrange to have processed, the enrollment of eligible employees who elect to participate in the Plans. Nationwide agrees to provide informational and promotional material pursuant to the Plan for distribution to employees of EMPLOYER. EMPLOYER agrees to allow and facilitate the periodic distribution of such material to employees and to disseminate promotional and communication materials as provided to it for employee distribution; It is mutually understood and agreed that EMPLOYER has designated Nationwide to act as its Agent in fulfilling certain of the administrative and marketing requirements of this Agreement. B. DEFERRALS The minimum participant deferral per pay period shall be not less than $10.00 or 1% (one-percent) of participant's salary. C. EMPLOYER agrees to: 1. Provide Administrator its full cooperation and support in administering the necessary deferral system for employee contributions; and notify Nationwide in writing, within fourteen (14) business days of a Participant's separation from service, including retirement, with an Employer. 2. Name An EMPLOYER official or committee to act as Contract Administrator on behalf of the EMPLOYER on all material matters relating to activities of the Program. 3. Recognize that such tax-deferred savings benefits will act as incentives for employees to voluntarily set aside and invest portions of their current income to meet their future financial requirements and supplement their retirement income. 4. Recognize that through the adoption of the Administrator's Program, all such regulatory, operational, administrative and other Program management responsibilities are assumed by Administrator on -2- M:\Corp\2038\020/Nationwide Master Administration Agreement.doc DC-4055-1106 [nl] behalf of the EMPLOYER, in accordance with the Plan document, and certain responsibilities have been and may be delegated by Employer to Nationwide as Administrator; and 5. Recognize the important contribution of the Administrator's technical expertise in the design, implementation and administration of a Program established and administered in compliance with all applicable regulatoryjurisdictions. 6. Recognize the benefits of Administrator's establishment of a functional administrative system on behalf of EMPLOYERS to administer the Program. 7. Enact the necessary resolution/court order to adopt the Administrator's Plan Agreement and to establish its Deferred Compensation Program for its employees. 8. Cause appropriate deductions to be made from such payroll(s) as may be applicable and send the funds representing the total participant deferrals to Nationwide. 9. Arrange for representatives of Nationwide to conduct enrollment meetings with the Employer's employees. 10. Accept the terms and conditions of the investment media and, if applicable, insurance contracts issued to the EMPLOYER pursuant to the Plan adopted by the Employer; 11. Use the Nationwide Plan document, promotional materials, and other forms provided to it as a participant under the Program in connection with the Nationwide Plan; 12. Select among the payout options available under the Program. 13. Notify Nationwide immediately as to any decrease in a participant's includible compensation or any increase in any pre-tax salary reduction. 14. Provide to Nationwide in such electronic or magnetic media designated by Nationwide, a deferral listing with respect to participant sub-accounts to include not less than the following: Name of participant Social security number of participant Amount to be credited to participant's sub-account(s) 15. Funds may be sent by wire transfer, through an automated clearinghouse or by check in accordance with written instructions provided by Nationwide. Failure to follow the written instructions provided by Nationwide may result in delay of posting to Participant accounts. 16. Authorize Nationwide to act upon instruction given by Participants pursuant to their personal identification number (PIN), such PINS can be used to obtain certain services as designated by Nationwide. D. The Administrator agrees to: 1. Establish asub-account for each Participant. 2. Post and credit the amounts sent by EMPLOYER to the sub-account(s) of Participants in accordance with the latest written instructions on file with Nationwide. 7. PARTICIPANT SERVICES Administrator agrees to: A. Establish the overall Program, its funding options and administrative operations so as to comply with other regulatory authorities, including state statutes, constitutional restrictions and other appropriate authorities. -3- M:\COrp\20361020/Nationwide Master Administration Agreemenl.doc DC-4055-1106 [nl] B. Provide Employer with a Deferred Compensation Plan Agreement and necessary agreements for execution with its participating employees, which is and will be maintained in compliance with the provisions of the IRC. C. Provide EMPLOYER with such technical assistance as is necessary to implement the Program in accordance with the needs and objectives of the EMPLOYER'S individual requirements. D. Provide an administrative support system to facilitate employee deferrals, reconciliations, disbursements to the investment media, maintenance of the individual and Employer account records, provide periodic statements and coordinate employee distributions, and assure proper tax reporting systems. E. Provide such accounting and internal controls systems as are necessary to provide Employer with those reports specified in this Agreement, to meet the Employer's individual financial reporting requirements. F. Provide an interactive voice response (IVR) toll free telephone number which shall be operative 24 hours per day, 7 days per week (less normal maintenance time) for the IVR, and for live Participant Service Representatives, Monday through Friday, 8 a.m. - 9 p.m. Eastern time, each business day. Using this number participants may obtain information about participant accounts. EMPLOYER authorizes Nationwide to honor instructions, which may be submitted by participants using this number, either via the IVR, or to a live representative. Participant instructions may be in such form and content as may be mutually agreed to by Nationwide and EMPLOYER. G. As payor, compute and deduct from any disbursements made by Nationwide under the Plan all appropriate federal and State income taxes required bylaw to be withheld from plan distributions and also furnish to all participants receiving payments or benefits from the Program, appropriate tax reporting forms. H. Provide deferral limit testing services to Employer subject to the following: (1.) Nationwide shall accept or reject participant election forms; (2.) Nationwide shall not be responsible for monitoring deferrals to section 403(b), 401(a), 414(h) plans or other plans referenced by IRC (3.) Nationwide will not be responsible for monitoring interplan coordination should Employer offer more the one (1) section 457 plan. I. Provide Plan Participants unlimited opportunities to increase (within limitations of Sec. 457) or decrease deferral amounts. All requests to increase or decrease deferral amounts will be processed by Nationwide within five (5) business days of receipt of the request and will be effective as soon as administratively practical by EMPLOYER. J. Establish and maintain individual participant account records and calculate daily valuations of participant account. Such records shall contain the participant's social security number, the allocation of participant deferrals to the Program products available under the Plan, the participant's address, the participant's birth date, the participant's beneficiary designation, and any other data necessary for administration of the participant's account. K. Provide Plan Participants opportunities to redirect future deferral amounts to any other Investment Product offered by the Plan. All requests will be processed within five (5) business days of receipt and the deferral will be effective with the next following pay period. L. Provide Participants the daily ability to exchange existing account balances from one investment option offered by the Plan to another (except for the limitation described in Section 5A above). Exchange requests for mutual funds will be processed with the fund being "sold" by the date following the date Nationwide receives such instructions and will be effective in the new fund not later than the day following Nationwide's receipt of funds from the "sold" fund. -4- M:\Corp\2038\020/Nationwide Master Administration Agreement.doc DC-4055-1106 [nl] M. Provide Participants, if they request, a fund prospectus and an annual report for each mutual fund offered by the Plan. Specific mutual fund prospectuses and other relevant information is to be provided by each respective mutual fund or other investment provider upon request by Nationwide or a participant. N. Provide Participants consolidated quarterly statements reflecting the Account balances as of each March 31, June 30, September 30, and December 31 ("Statement of Account"). The Statement of Account shall indicate the deferred amounts received and processed by Nationwide for each such participant, the account value of each investment by such participant, the total account value (including earnings or losses with respect thereto) of each such participant's account at the end of the period. An individual Statement of Account shall be mailed to each participant in a sealed envelope as promptly as possible but no later than thirty (30) days following the end of each calendar year quarterly period. Participants shall be informed that they must notify Nationwide within thirty (30) days of receipt of their statements or confirmation of their investments, to report any errors to Nationwide. Nationwide will not be liable for any errors not reported within this time frame. O. Provide the following reports to the Employer on a timely basis as follows: (1.) Nationwide shall provide Employer, within thirty (30) days following the end of each calendar year quarterly period, with a calendar year quarterly Plan statement, produced as a by-product of the participant statements ("Entity Statement"), summarizing all participant activity that transpired during the reporting period: and (2.) Quarterly summaries to Employer, within thirty (30) days after the end of each calendar year quarterly reporting period (March 31, June 30, September 30 and December 31), indicating the total deferred funds allocated to each investment or insurance option under the Plan ("Financial Activity Confirmation Statement"); and (3.) Calendar year quarterly Surrender Audit Reports, to Employer within thirty (30) days following the end of each calendar year quarterly reporting period, showing by participant, Social Security number, the total amount surrendered by fund and the date of such surrenders. The type of withdrawal (for example, annuity purchase, payments due to termination of employment, and unforeseeable emergency withdrawal), will be indicated by a two-digit reason code P. Maintain, for a reasonable time, the records necessary to produce the above mentioned reports, and agrees that all records shall be the property of EMPLOYER. EMPLOYER agrees that all related computer tapes, disks and programs shall remain the property of Nationwide. 8. A. Nationwide will assist the Participant in preparing the necessary forms to select his/her distribution option. B. Participants electing a payment of a lump sum amount will receive distribution of their account within ten (10) business days of the earliest day permitted by the Plan. However, Nationwide shall initiate the processing of all approved emergency/hardship requests upon receipt. C. Nationwide will provide necessary forms and process payments from the Participant's account, to the company selected by the Plan to provide annuity options to Participants. Participant will be required to submit properly completed forms to Nationwide in a time frame necessary to effectuate the "payment begin date" requested by Participant. D. All payment options are available for all investment options. All distributions will be made pro-rata from each of the Participant's investment options. E. Nationwide will be responsible for preparing and filing all reports required by federal and state taxing authorities through the effective date of the Agreement's termination. -5- M:\Corp\20381020/Nationwide Master Administration Agreement.doc DC-4055-1106 [nl] 9. TERMINATION Upon the effective date of termination of this Agreement, the following shall occur A. Nationwide will no longer accept deferrals. B. Nationwide will provide EMPLOYER a copy of all records relating to Participant sub-accounts, in hard copy or such other form as mutually agreed upon between Nationwide and EMPLOYER, within one hundred twenty (120) days after the effective date of termination. C. Accounts in distribution will be transferred to EMPLOYER or its designee in accordance with the time frame described above. 10. CONFIDENTIALITY Nationwide agrees that all information supplied to and all work processed or completed by Nationwide shall be kept confidential and will not be disclosed except as required by law. 11. PRIVITY OF CONTRACT Nationwide and Plan Participants shall have no privity of contract with each other. 12. TITLE AND OWNERSHIP In accordance with the provisions of Internal Revenue Code Section 457, all account(s) established under this Agreement shall be held in the name of EMPLOYER, or by a Trustee/Custodian with amulti-employer "omnibus account" for the benefit of participants, in accordance with the Plan. 13. CIRCUMSTANCES EXCUSING PERFORMANCE A. Neither party to the Contract shall be in default by reason of failure to perform in accordance with its terms, including but not limited to the administrative and marketing services set forth in this Agreement, if such failure arises out of causes beyond reasonable control and without fault or negligence on their part. Such causes may include, but are not limited to, acts of God or public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine or restrictions, freight embargoes, and unusually severe weather. Neither party shall be responsible for performing all or that portion of services precluded by the foregoing events for such period of time as EMPLOYER or Administrator are precluded from performing such services in the normal course of business. Nationwide shall not be liable for lost profits, losses, damage or injury, including without limitation, special or consequential damages, resulting in whole or part from the foregoing events. "Acts of God" are defined as acts, events, happenings or occurrences due exclusively to natural causes and inevitable accident or disaster, exclusive from all human intervention. 14. INDEMNIFICATION Nationwide agrees to defend, indemnify, and hold harmless the EMPLOYER, its officials, employees, and agents from all loss, cost, and expense arising out of any loss or injury sustained by anyone in connection with Nationwide's acts, errors, or omissions, or any of those of its officers, agents, or employees, whether such act is authorized by this Agreement or not; and shall pay for any and all damages to EMPLOYER'S property and funds of the EMPLOYER, or loss or theft of such property or funds. The Provisions of this Article do not apply to any damage or loss caused solely by the acts, errors, or omissions of the EMPLOYER, its officials, employees, or agents. -6- M:\Corp\20381020/Nationwide Master Administration Agreement.doc DC-4055-1106 [nl] 15. ATTORNEYS' FEES Each party agrees that in the event of a claim, arbitration, or lawsuit filed by a party to this Agreement, each party shall be responsible for its own attorneys' fees and/or any costs or expenses related to the bringing or defense of any such claim, arbitration, or lawsuit. 16. CONTRACT TERM This agreement is effective until terminated in accordance with Section 3 above. 17. ASSIGNABILITY No party to this Agreement shall assign the same without the express written consent of the other party, which consent shall not to be unreasonably withheld. This provision shall not restrict Nationwide's right to delegate certain services to an agent, including any affiliate. Unless agreed to by the parties, no such assignment shall relieve any party to this Agreement of any duties or responsibilities herein. 18. PARTIES BOUND This Agreement and the provisions thereof shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties. 19. APPLICABLE LAW This Agreement shall be construed in accordance with the laws operating within the State of Texas. 20. UNLAWFUL PROVISIONS In the event any provisions of this Agreement shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts of the Agreement, but the same shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein. Notwithstanding anything contained herein to the contrary, no party to this Agreement will be required to perform or render any services hereunder, the performance or rendition of which would be in violation of any laws relating thereto. 21. MODIFICATION This writing is intended both as the final expression of the Agreement between the parties and as a complete statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties. 22. NO WAIVER The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or of any other provision in the Agreement and neither party may, at any time, enforce the provision previously waived, unless a modification to this Agreement has been executed. 23. SEVERABILITY The provisions of this Agreement are severable, and, if for any reason a clause, sentence, paragraph, or other part of this Agreement shall be determined to be invalid by a court or federal or state EMPLOYER, board, or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions of this Agreement which can be given effect without the invalid provision. 24. NOTICES All notices and demands to be given under this Agreement by one party to another shall be given by certified or United States mail, addressed to the party to be notified or upon whom a demand is being made, at the addresses set forth in this Agreement or such other place as either party may, from time to time, designate in -7- M:\Corp\20381020/Nationwide Master Administration Agreement.doc DC-4055-1106 [nl] writing to the other party. Notice shall be deemed received on the earlier of, 3 days from the date of mailing, or the day the notice is actually received by the party to whom the notice was sent. If to Nationwide: Nationwide Retirement Solutions, Inc. Attention: President 5900 Parkwood Drive Dublin, Ohio 43016 If to EMPLOYER: IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the date first written above. EMPLOYER sv: ~~/' r Date: s~ld /~~ /~~ ,r--~ ~' ~ 4"~'~D AS TO FORM: ' +TTORNEY ~.'! ;''=%i= [%~NTON, TEXAS ~~--- /~~ Nationwi Ret rement Solutions, Inc. ~~ By: Date: -8- M:\Corp\2038\020/Nationwide Master Administration Agreement.doc DC-4055-1106 [nl] NATIONWIDE RETIREMENT SOLUTIONS, INC. DEFERRED COMPENSATION PLAN FOR PUBLIC EMPLOYEES 457(6) GOVERNMENTAL PLAN DOCUMENT Effective Januaty 1, 2006 '11ne Plan consists of the pxovi,ioos set forrhvn this docunnenr; and am- loan amenchneuts which are ixoxporated as if fulls rewritten herein, and, is applicable to each Public Ennphtvee wbo elecn to participate in the Plan. The Plan is effective as at each such Public Employee upon the date he becomes a Participant by enreriig into and filing u-irh the Adnrinistrator the Participation :Agreement referred to herein. ARTICLE I Definitions 1.01. '17ne fo0owin~* terms shall, fur purpose, of this Plau, have the meaning set foxrh below. (a) ADMINISTRATOR [Weans Nationwide Rerirenuur Solutions, Inc. 0n) ACCOUNT BALANCE means the bookkeeping account mairtained with respect m each Participant which reflects the value of the defexxed Compensation credited to the Participant, uncludung the Participant's Annual Deferrals, the eaniiign or losses of the Participant's account (net applicable acununt etpeuses and fees) allocable to die Participant. The Account Balance includes am- Plan Sponsor contributions under Section 4.01, any Eligible RoOovex Accounn(s), ant' plan-to-plan transfers, and any- account established fox a Beneficiary- after a Yarricipanr's death. If a Participant has more than one Designated Beneficiart- at the time of the Participant's death, then a separate account shall be established and maintained fur each Benefician-. (c) ALTERNATE PAYEE means a person entitled to receive a benefit undcx the Plan rhuntgh a Domestic Relatiuus Oxdec, as defined in IRC Section 414(In)(8). (d) ANNUAL DEFERRAL means the amount of Compensation defexxed by a Participant during a calendar year of Compevsariou and ant- contributions by the Plan Sponsor to the Participant'. account. (e) BENEFICIARY means the person(s) propexh~ designated be a Participant undcx Section 3.01 Designation of Beneficiaxc, ox, if none, the Participant's estate, which is entitled «> receive benefin [ruder the Plan after the death of the Participant. (f) COMPENSATION means all cash compensation for services to the Plan Sponsor, including salary, wages, Eees, commissions, bonuses, and ovexrinc pas that is includible in the Public Employee's gross innnne fox the calendar I-ear, plus amounts chat would be cash Compensation fox services « ~ tine Plan Spomar includible in the Public Emplocee's grossvxome for the calendar year but for a Compensation reduction election under IRC Sections 125, 132(f), 4010:), =1030x), or 45707, inchtduig an electioo ro defer Compensation under ~lxrlcle II Flecno~~ to Defer Compensation of the Plan. ([~ ELIGIBLE RETIREMENT PLAN means an indic-idual xerixement account described in IRC Section 40S(a), individual xetixement annuity- described in IRC Section 408(6), a qualified trust described in IRC Section 401(x), an auntity plan described in IRC Section 403(x) or 403(6), ox an eligible governmental plan described in ]RC Section 457(6). ©Nndomcide Retirement Solu[ions, Inc. 1 Consolidnmd Standard JS7 Plan NRJ-0103AU-0306 x57(6) Gnvevnmen[al Plan Dxumen[ (h) ELIGIBLE ROLLOVER ACCOUNT means the separate bookkeeping account(s) mauxtavxed be the Adtninistxatttx within the Plan for a Participant for amoauts of eligible rollover axntxibutions under Section 6.01 Eligible Rollover Contributions to the Plan. (i) ELIGIBLE ROLLOVER DISTRIBUTION means an Eligible Rollover Distribution as defined ux IRC Section =102(c)(~4), induduxg Ebgrible Rollover Distributions to a survivux~~ Spouse under IRC Section =}02(c)(9). O INCLUDIBLE COMPENSATION [Weans a Public Emplocee's acntal wagres ux box 1 of Foun N-2 for a lriven tear for services performed fur the Plan Sponsor, bur subject to a maximum of S300,000 (or such higher maximum as mac apply under IRC Section 401(x)(17)) and utcceased (up ro the dollar maximum) be inn' Compensation reduction election under IRC Sections L5, 1320, =101(1:), 403(6), ox 457(6), vxcluduxg an election to defer Compensation under Section 3.02 Election Rryuired Eor Participation. (k) INDEPENDENT CONTRACTOR means anc person receivuxg ant' n-pe of Compensation Ernm the Plan Sponsor or anc of its agencies, depaamenrs, subdivisions ox uxstnunenrahties Eor which services arc rendered pursuant to one or more written or oral conrracn, if such a person is not a Public Etnplocee. (1) IRC means the Internal Revenue Code of ]986, as now in effect oc as hereafter amended All citations ro sections of the Code are ro such-srctious as rhec mac from rhne to time be amended or renumbered. (m) NORMAL RETIREMENT AGE means am- age that is on oc after the earlier of ag*e 65 oc the age ar which Participants have the right to entire and receive, mxdcx tlxe basic defined benefit pension plan of the emplocer (or a money' purchase plan in which the Participant ako participates if the Participant is nor eGltible to participate in a defined benefit plan), immecliare retirement benefits without armorial or sitnilac reduction because of retirement before some later specified age. However, the Normal Retirement Age shall not be later than age 70 t/z. rllrenxativeh~, a Plan mat- provide that a Participant is allowed to designate a Normal Retirement age withux these ages. Pox purposes of the special Section 457 catch-up in Section 3.03 Special Section 457 Catch-up Luxtiratiou, an entitc sponsoxvxg more than one eligible plan shall not penxrir a Participant to have more than one Normal Retirement Age under the eligible plans it sponsors. Special Rule fot Eligible Plans of Qualified Police or FiteSghtecs. An eligible plan with Participants that iudude qualified police or firefighters as defined under IRC Section 415(b)(2)(H)(ii)(I) mac designate a Normal Retirement Age for such qualified police and firefighters that is earlier than t6c earliest Normal Retirement Age designated under the general ntlc above, but tit no evaxr mat- the Normal Retirement Age be earlier than age 40. lUternativel}-, a Plan mac allow a qualified police or firefighter Participant ro designate a Normal Retirement Age that is between age 40 and ageti70 '/z. (n) PARTICIPANT means an individual who is curxenth- deferring Compensation or who has previousk deferred Compensation under the Plan 6e salat~- reduction and who has not received a distxibudon of his entire Acutunt Balance under the Plan. Onh' utdividuals who perform services for dxe Plan Sponsor as a Public Enxpkmee or Independent Coutractox tnac defer Cotnpensarion under the Plan. O Nauonaidc actimmrn[ Solutions, Inc. Consolidated Stnntlnrd 157 Plan ~57(b) Govemmenral Plnn Document (o) PARTICIPATION AGREEDIENT means the application to enroll and participate in the Plan char is completed ba the Public Employee and provided ro the _ldn>ini,txatov The Participation .A~n~cennent form foe tltis purpose shall be provided by the Adtnviisnatur and will have uo effect until iris signed, filed with the Adtninistrautr be the Participant, and accepted be tine .Aduwnis tcau>r prior to the Participant's death. (p) PLAN menus the Plan for Public F'mplocees as set forth in this plan docutneut and as it mac be amended from time to tune. (q) PLAN SPONSOR means the anmu-, numicipalin-, or other instnuncntalitc uE rbe Stare, wltich is an eligible oovernmeutal emplucer pursuant to IRC Section =1~7(e)(1), fur which services are performed be Public Emplocees, and wltich participates in this Plan. (c) PLAN YEAR means- the calendar near in which the Plan becomes effcaiae, and each succeedix„* calendar tear during the etistence of the Plau. (s) PUBLIC EMPLOYEE means am- person who receives any hpe of Cutnpensation from the Plan Sponsor fur services rendered ro the Plan Sponsor (including, but not united ro, elected oc appointed official., and salaried emplocees). (t) SEVERANCE FROM EMPLOYMENT means the date un which the Participant dies, retires or otherwise has a Sevecmce from Employment with rlne Plan Sponsor. ~n Independent Contractor is considered ro have a Severance from Emploement with the Plan Sponsor upon the esp}ration of the contract (ox in rbe case of more titian one contract, all conreacts) under whieln services are pexfonned for the Plan Sponsor if the espixation constitutes agood-faith and unnplere rern>unation of the cunrractual relarionship. An Independent Contxacror shall nor be considered Severed from Emplocmnnt with the Plan Sponsor, and shall not receive any benefin hereunder unless (i) at ]cast 12 months have expied since the date on which the last umrxacr , pursuant to which the Independent Contractor provided any services to the Plan Sponsor was ,,, ternrinated, and (ii) the Independent Contxacax bas performed nu services fox the Plan Sponsor during the L?-month period referred to herein either as au Independent Contxacror or Pubhc Employee. (u) SPOUSE means a pexsrnn uE tine opposite ses who is a husband or wife, as defined under'fitle 23, Chaprec 15, Section 1738 of the United Stares Code. (v) VALUATION DATE means each business day/the last day of the calendar mrnnth~the last day of the calendar yuaxtex/each llecember 31. 1.02 Gender and Plurals. Wlnenevex used herein, tine masculine gender shall include the feminine and the singular shall include the plural unless the provisions of the Plan specifically require a diffexnn[ construction. ARTICLE II Election to Defer Compensation 2.01 Eligibility to Participate. Each Public Employee shall be elibdble to participate in tlne Plan and defer Compensation hereunder immediatelc upon bea>min}~. emploced be the Plan Sponsor. 2.02 Election Required for Participation. A Public Employee man- elect to become a Pardcipant by elecuting a Participation Agreement and amsenting to defer a portion of his Compensation be a l2J Natiome8le Rc¢tcment Solutions, Inc. Consnlidnred Snndad a5 i Plnn ~>7(b) Goremment~l Phn Document reduction of salan' of die 1\nnual Deferral amount specified ii the Participation Agxecman, si~mvtg it, :md filing it with the Adnvnistxa[or. A Public Emplocee, be filing the Pardciparion Agreement with the Adtnitistraror, agrees to be bound by all the [arms and amditions of die Plan. Tlic Admiiisrraror mac esulbhsh a minimum deferral amount, and mac change such ntininmm deferral ;uuounrs from dine to time The Pardcipadon -Agreement shall also itclude dcsignadon of iivesrmenr specificarious and a desigmadon of Beueficiarc. Failure of the Pardcipaut to properh- executc the Participation Agreevtem will cause anc desitimadon of Benefician- thereon a> be itvalid. Ant I3eneficiarc election shall remait ii effect until the Participant files au exeaued amatdmenr with the Administrator pursuant to Section 2.05 Amendment of Participation Elections. 2.03 Information Prop°ided by the Participant. Each Public Employee enrolling in the Plan should provide to the Plan Sponsor ar die time of iiitial enrollment, and later if these arc anc chanlres, our itfounatiou uccessaxc nr advisable for the Plan Sponsor ul administer the Plan, iuluding, without lit>itation, whedtex die Public Employee is a Participant it anc other clig>ible plan under IRC dd7(h). 2.04 Commencement of Participation. ~ Public Emplocee shall become a Participant as soon as adininistxadvely practicable followiig the dare the Public Emplocee files a Participation Agreement pursuant ro Section 2.02 Election Required fox Pardciparioq or is participating as orhenvise pecnvtred be law. Such election shall become effectve no earlier than the calendar monde following the mouth in which the election is made. However, a new Public F.'mpkn-ee may defer Compensation parable i, the adcndar mondt during which the Participant first becomes a Public Emplocee if a Participation Agreement providing for the deferral is entered into on or before the first tier on which the Paxticipanr performs sett-errs fox die Plan Spousox. 2.05 Amendment of Participation Elections. Subject to other provisions of the Plan, a Pardcipaut mac at anc time revise his participation electrrlq inducting changes to his investment direction anti changes to his Desilmated Beneficial}-. Changes to the invesnnent direction shall take effect once accepted be the .Adtnvnistraror. '_.O6 Amendment of Annual Deferral Election. A Participant mac revoke an elec[iou to participate and mac upend the amount of Compensation to be defexxed br filing with the Adininistxaaix a revocation or amendment on a form and in the pxoceduxal manner approved be the Adn~nistratox. Ant amendment wltich increases or decreases the amount of 1\nnnal Deferrals for anc par period shall he effective ooh- if au agmement providing for such an amendment is entered iito before the beginning of the month in which the par' period connnences. Am- revocation ox amendment of the Annual Deferrals shall be effective prospectivelc ooh-. Any amendment of die .Annual Deferrals, twless tine election specifies a later effective date, shall take effect as of the first Jar of the next following month or as soon as adntinisrxatively practicable, if later. 2.07 Leaves of Absence. Unless a deferral election is otherwise revised, if a Paxticipanr is absent from work be feat-e of absence, ~rmul Deferrals under the Plan shall continue to the extent that Compensation continues. 2.08 Participant Disability. A disabled Participant mac elect to defer Compensation during anc portion of a period of disability- to the extent die Participant has actual Compensation (not inputed compensation and not disabilia- benefin) from wltidn to defer ro die Plau and has- not had a Severance from Emplocment, as detennnned ha the Plan Sponsor. 2.09 Protection of Persona Wbo Serve in a Uniformed Service. A Public Employee whose emplotTnenr is intermpted be qualified militan- service under iRC Section 4l4(u) or who is on a leave of absence for qualified uiilitaq- service under IRC Section 414(u) mar- elect to make additional © Nationo°ide Reumment Solutions, Inc. G nssolidn[e~ S~aidard 157 Plan -G7(b) Goce[nmental Plnn Uueument _ltmual Deferrals upon resumption of employment with the Pkrn Sponsor equal to the maxunum Annual Deferrals that the Public Employee could have elected duxurg chat period if the Public Emplo}°ee's employment with the Plan Sponsor had.coutinued (at the same level of Compeosation) without thevtrerntprioo oc leave, reduced be the Annual Defexctls, if anp, acntallv made For the Pubhc Employee durutg dte period of the utterniption or leave. This right applies fox five (5) years following die resumption of employment (or, if soooex, Eox a period equal to three times the period of the uttexruprion or leave). ARTICLE III Limitations on Amounts Deferred 3.01 Basic Annual Limitation. The masumtm amouu[ of the Annual Deferral raider the PLan fox any calendar near shall no[ exceed the lesser of (i) the Basic Annual Limitation or (ii) the Participant's Includible Compeosation fox the calendar year 1'he Applicable Dollar:Amuunris the amount established under IRC Section 457(e)(LS) applicable as set 6xrh below: 2002 S11,000 2003 S L,000 20(l=} S 13,000 2005: S 14,000 2006: S 15,000, adjusted fox cost-of-Gvvt~„ after 2006 to the extent provided under TKC Section 415(d). 3.0'_ Age 50 Catch-up Annual Deferral Contributions. A Participant who will attaui age 50 ox more by the end of the calendar year is permitted to elect an additional amount of Annual Deferrals, up ro the maximum Age 50 Catch-up Annual llefexrals- for d1e year. The maximum dollar amouur of the Age 50 Catch-up Annual Deferrals fox a pear is as follows: 2003 S1,000 2003 S2,000 2004 S3,000 2005: S4,000 2006: S5,000, adjusted fox cost-of-living after 2006 to the esrent provided under the IRC. 3.03 Special Section 457 Catch-up Limitation. If the applicable year is one of a Participant's las[ 3 caleodax tears ending before the tear ut which the Participant attains Normal Retirement Age and the amouur detexmvted under this Section 3.03 exceeds the amount utmpumd under Sections 3.01 Basic Annual Lu»itatioq and 3.02 Age 50 Catch-up Annual Deferral Contributions, then the Aouual Defeaal lintinuider this Section 3.03 shall be the lever of: (a) An amount equal ro 3 rimes the Section 3.01 Basic Annual Lunita duo Eox such tear, or Q~) "The sum of: (1) An amount equal to (_A) the aggregate Section 3.01 Basic Annual Lvnirariu^ limit Eor the current tear plus each prior calendar year beginnnig after December 31, 2001 duraig which d,e Participant was a Public Employee under the Plan, minus (Q) the a~~xegare atnouo[ of Compensation that d1e Pax,dcipaot deferred under the Plan during such years, plus © Natinmclde ficuremrnt Solu~ions, Inc. ConsiGdared Stnndard 157 Plan 157(6) Go~~emmen~nl Plan Dncmnevt (2) .fin amount equal ro (_~) the aggregate lurut referred to at IRC Section 457(6)(2) fur each prior calendar year br},wntitg after llrcember 3l, l97`3 and befitxe J:muar~- L, 2002 dururg which the Participant was a RiblirEmployee, derernrincd without regard ro Section 3.02 r11,*e 50 Catch-up cAnnual Deferral Contributions, and this Section 3.03, tnirms (B) the aggregate contributions to Pre-3002 Coordination Plans for such ceaxs. However, in nu event can die a,~rregate deferred amounts and anrtxibutions be more than the Participau['s Compensation for the calendar tear. 3.04 Special Rules. For purposes of this .~lrride ITI, the followvtg rules shall apply: (a) Participant Covered By Mote Than One Eligible Plan. If the Participant is or has born a Participant ni one or more other ehgi6le plans widtut die meanutg of IRC Secriuo 457(6) fox a lriven ceax, then this Plan and all such other plans shall 6e considered as one plan foe purposes of applcurg the 6>regovtg litnirations of this ~lxticle III. Foe this purpose, the Plan Sponsor shall rtke into account am' odrer such eligribh• plan esrabGshed by dre Plan Sponsux. (6) Pre- Participation Yeats. In applr'vrg Secdun 3.03 Special Section 457 Catch-up Lunitatioo, a prior year sliall be taken into acunmt only if (i) the Participant was eli;,.ible to participate in the PL•in during all or a pox[ion of the yeac and (ii) Compensation deferred, iE anc, under the Plan during d1e tear was subject to the Basic _lmutal ].,intiratiou dcscxibed in Section 3.01 or anc other plan ceiling xeyuixed be IRC Section 457Q~). (c) Pte-2002 Coordination Yeats. For purposes of Section 3.03(6)(2)(B), "Contributions to Pre- 2002 Coordination Plans" means anc Plan Sponsor contribution, salarc reduction or elective contribution under anc other elignble IRC Section 417(6) plvr, or a saL•trc reduction ur elective uavribudon under anc IRC Section 401(4;) qualified cash or deferred arrangement, IRC Section 402Q1)(1)(B) sunplified employee pension (S.~RSI3:P), IRC Section 103(6) ammitc contract, and IRC Section 403(p) svnple xetirrmenr account, or ender any plan for which a deduction is allowed because of a contribution to an organization dcscxibed nt IRC Section 501(c)(18), includvtg plans, act:utgcments ox acanmrs maintained by the Plan Sponsor or any employer for whom die Pudcipanr performed services. However, dte contributions for any calendar year axe onk taken vita accotuit fox purposes of Section 3.03(6)(3)(8) to the extent that the total of such amtxi6utions duce not exceed the aggxegaw lunit referred to ut IRC Secdun 457(6)(2) for the year. (d) Disregard Excess Deferral. For purposes of Sections 3.O1 Basic dnnual Lunita tine, 3.02 A}Tn SO Catch-up annual llefrrral Contributions, and 3.03 Special Section 457 Catch-up L.imitariun, an individual is [reared as not hayvrg defected Compensadun under t6c plan for a poor rtxable year to the extent Excess DefrxxaLs under the Plan are disui6uted, as described in Secrion 3.05. To the extent that the combined deferrals Eor pre-3002 years exceeded the maximum deferral fimintdons, the amount is treated as a Coctection of Excess Deferrals under Section 3.05 for those prior pears. 3.05 Correction of Excess Deferrals. (a) Tf ~nmtal Defectals credited to a Participant's Account Balance durutg die current Plan fear exceed the lunirations dcscxibed above as derennined by the Plan Sponsux, the ~dmvustratox shall xemxn die excess as directed 6y the Plan Sponsor as soon as adtnirzistrativelyptacticable after the ~ldminisrrarox is notified that there is an Excess Deferral. © Nauono-ide Rrtimment Solutions, Inc. Consnlidnmd Sran~aal a57 Plan ~57(b) Gocemmenul Plnn Document Qt) If the Annual Deferral ou behalf of a Participant for ant- calendar tear exceeds the Gnutations described above as determined b}- the Plan Sponsor, ox the Auuual Deferral on bebalf of a Participant fur am- calendar tear exceeds the lLnirations described above when combined with other amounn deferred be die Participant wtdcr anotbex eli},~ble deferred compensation plan pursuaur to IKC Section 457(6) then the Annual Deferral, to rbe extent in excess of the applicable lunitadon (adjusted Eor anc income or loss in value, if am-, allocable thereto), shall be distributed as soon as adtnitrisrrariveh-practicable by the Adminisn~anx at the derextnination and dicecrion of the Plao Sponsor. 3.OG Deferrals After Severance from Employment, Including Sick, Vacation, and Back Pay Under an Eligible Plan. A Parricipaut who has not had a Severance Exam Gmplocment mac elect ru defer accumulated sick pav, accumulated vacation pac, and back pac under an eli~rible plan. Such amounts mac be deferred fox am- calendar mouth onlc if an agreement prrrvidiug Euc the deferral is entered uvo before the begimtutg of the month ut which the amounts would ottcrwise be paid ox made available and d1e Parricipaut is a Public Entplocee on the date the amounts tvotdd orhetlvise be paid or made availtble, in accordance with Section 2.0°_ Election Required fox Participation, and Section 3.04 Commencement of Participation. Iu addition, to the extent pemtirted be law, deferrals mac be made fur former Public Emplocees with ccspecr to Compensation described ut Tmasun- Regulation Section 1.415(c)-2(e)(3)(ii) (relati,rg a> certain Ctnnpensarion paid within ? '/z months following Severance fnnn Employment), Compensation described ur Treasury Regndation Section L-IIS(c)-2(,,.)(4) (relating ro Compensation paid ro Parrieip:utn who ace pexmanattly and totallc disabled), and Compensation xelaturg to qualified tnilirtrc serl~ice under IRC Section 414(u). ARTICLE IV Plan Sponsor Contributions 4.01 .,, 1'he Plan Sponsor mac contribute to die Plan For Parricipann. Plan Sponsor contributions shall vest at the time such contributions art made. Fox purposes of adn>ucistering Sections 3.01 Basic Annual ]..inrirition, 3.02 Age 50 Catch-up Annual Defeaal Contributions, and 3.03 Special Section 457 Catch-up Linurttion, Plan Sponsor uattributiuns shall apply toward the maximum deferral Gtnits ut the plan Tear that such contributions are made. ARTICLE V Distribution of Benefits 5.01 Benefit Distributions at Retirement or Other Severance from Employment. Except for In- Seroice Disnibudons from EG;,.ible Rollover Accoun[s under Section 3.OS, Unfomseeable Emergena- withdrawaLs under Section 5.09, and ~iohmrixc In-Service Smallex.lecount Distributions under Section 5.10, or otherwise specificallc allowed be the Plan, distributions Emm dte Plau may nor be made ru a Paxucipant earlier than: (a) rbe calendar tear ut which the Participant atiavcs age 70 '/z; or (b) die calendar tear ut which the Participant mtires ur otherwise has a Severance from Employment. All irrevocable elections of a benefit connnencemenr date b~ a Participant oc a Benefician- made prior to Januart- 1, 2002 and defaulted distributions (other than a defaulted distribution ro an annuity- option) mac be voided ar the election of die Participant ur the Benefician'. © Natiumcide Retimm3rz Sulu[ions, Inc. Consulidnted 5~aul~cd 157 Plan 157(6) Gocenvncn [al Plnn Documarz 5.02 Election of Benefit Commencement Date..1 Participant mac elect to connuence dis¢ibution of benefits at am- time after retirement ox other Severance from Employment, as determined and confirmed by the Plan Sponsor be a notice filed with the Adnunistrator before the date on which benefits are to commence. Howevex,vt no event may distribution of benefin coovnence later than the date described ut Section 5.04(b) Reyuired Begutning Dare. 5.03 Forms of Distribution -Benefit Payment Options. Benefits shall be paid ut accordance with the paymem option elected by the Participant Payment, method of pat°menr, utd settlement options are available as piovided be each of the available utvesnnent specificatioos. The Participant shall elect dte method of payment based upon dae options then available under the Plan, uuhtding bur not limited m lump sum clistxibutions, periodic payment by filed amount, periodic payment by fixed time period, partial lump sum payment or purchased annxup-. .1 Participant or Benefician- who has chosen a payment option, other than ti,e purchased aonuin- option, shall Kaye the abilin~ ro change his p:nnnent op don subject to anp restrictions or litnitarious unposed by die Plan, the Adatutistrator, an utvesnnent option provider, any regulatory agena-, ox as otherwise required by law. 5.04 Required Minimum Distributions. ~1ll distributions under dae Plan must comply with IRC Section =}01(x)(9) and the regulations issued thereunder. The pxovisiot~. of this Section 5.04 will apply for purposes of deremaututg required mutumnn distributions for calendar years bef~rinning with the 2003 a+leudax year. The teem Designated Beocficiar- as rued in this Section 5.04 shall have the meaning set forth is Treasury Regulation Section L401(a)(9)-4. (a) Requirements of Treasury Regulations Incorporated into Plan. till distributions xcyuucd under this Section 5.04 will be detexrnuted and made in accordance with die Txrasun- Regulations under promulgated under IRC Section 401(x)(9). (b) Required Beginning Date. The Participant's entire interest will be distributed, ox begvr ro be distributed, to die Participant no later than rhr Participant's regaixed beginnutg date, which is to begin no latex than ,~pxil 1 following the calendar pear in which the Participant aaauts age 70 '/z ox has a Severaoce from Employment, whichever is later. (c) Death of Participant before Distributions Begin. If the Participant dies before distributions begrin, dae Participant's entire interest will be distributed, or begrin m be distributed, ^o•later than as follows: (1) If dae Pardcipanr's surnirutg Spouse is the Participant's sole Designaared Benefrcian~, distributions to the survivutg Spouse will begun ba December 31 of die calendar year nnmecliatelp following the calendar year ua wl>ich die Paxdcipant dies, ox by December 31 of the calendar year in which the Paxdcipant would have attained age 70 Yz, if later. (2) If the Participant's sutvivutg Spouse is not the Participant's sole Desis,.nated Benefician-, distributions to the Designated Benefician- will begin be December 31 of the calendar year unnutliareh- following dae calendar peaz in which the Parriciputt died. (3) If there is no Designated Benefician- as of Septetnber 30 of the year following the year of the Participant's den tb, and there are no other Designated Beneficiaries, the Participant's entire interest will be distributed by December 31 of the calendar yen contacting the fifth anniversary of the PaxticipanPs death. © Natiomeide Retimmen[ Solu~ions, lire. Gmsolidnted Standad 457 Plan 437(6) Goceaimenrnl Plan Documrnr (4) If the Participant's sure-wing Spouse is the Participaot's sole Designated 6eneficiarr and die sur~~iaurg Spouse dies after the Participant bur before distributions to the surnivutg Spouse begin, this Section 5.04 will apply as if the surviving Spouse were the Puricipau[. (d) Requited Minimum Distributions doting Participant's Lifetime. Durvig the Participant's life tune, the ntirunum anwunt that grill be distributed fox each distribution caleudar tear is rhr lesser of: (1) the yuoticor obtained bt dividutg dre Participant's Account Balance bt the distribution period tit the Uniform Life tune fable set forth tit Section L401(a)(9)-9 of the Treasun- Regulations, usutg dre Participaut's age as of the Participant's birthday tit the distribution calendu vcu; or (2) if the Participant's sole Desi~mated Beneficiart for the distribution calendar tear is the Participant's Spouse, the quotient obrauted br dividutg the Participant's Account Balance bt the number tit rhe)oun and Last Survivor "fable set forthv~ Section 1.401(x)(9)-9 of the "I'reasun' Rel,*uladons, using the Participant's and Spouse's arrauied ages as of the Participant's and Spouse's buthdats tit the disuibudun calendar tears. (e) Death On of After Date Distributions Begin and Participant Surcwed by Designated Beneficiary. (1) If the Participant cues on or after the dare'distxibutions burin and there is a Desilmated Benefieiat~-, the nwtumun amount that will be distributed for each distribution calendar tear after the tear of the Participant's death is the yuodenr obtained br dividing the Participant's Account Balance ba the longer of the remauriog life etipecru3cr of the Paxticipurr or the remauring life etiprctancr of the Participant's Designated Beneficiary, detenrwted as follows: The Participant's remaining Gfe expectanct is calculated using the age of the Paxticipanr in the tear of death, reduced by one fox each subseyuenr tear. (3) If the Participant's surnivvig Spouse is the Participant's sole Desilmated Beneficiary, the remau~utg Gfe etpectancr of the survivuig Spouse Ls calada[ed fox each distribution calendar yeaz after the tear of the Participant's death using the surviving Spouse's age as of the Spouse's bicthdat tit that year. For distribution calendar tears after the tear of the sarvivurg Spouse's death, the remaining life espectancr of the sumivutg Spouse is calculated using the age of the surz~ivutg Spouse as of the Spouse's burhda}- tit the calendar year of the Spouse's death, reduced br one for each subseyueur calendar tear. (3) .If dae Participant's surviving Spouse is nor the Participant's sole Desigmated Beueficiarv, die Desi;~niared Beuefician's remauruig Gfe especrana- is calculated using the age of the Benefician- in dre tear fullowutg the tear of the Participant's death, reduced bt one for each subsequent tear. (4) No Designated 6eneflciarc. If the Paxticipanr cues on or after the dare distributious begin and there is no Designated BeneEciarv as of September 30 of the rear after nc~ teas of the Participant's death, die rnurumtm amount char will be distributed, ur accordance with Section SAl Acceptance of Beueficiaxt Desilmadoo bt Adtninistraror, fur each distribution calendar gear after the tear of the Participant's death is the quotient obtained by dividutg dre Participant's Ara xuu Balance by the Participant's remainurg life elpectancv calculated usurg the age of the Participant in the veax of death, reduced bt one for each subseyuenr rear. © Nationwide Redcement Solutions, Inc. Gmv iGdated Srmdord 137 Plnn li7(b) Govemmenml Plan Document (~ Death before Date Distributions Begin and Participant Survived by Designa[ed Beneficiary. If the Parricipanr dies hefore the date eGsrributions beghr and there i. a Desigmared Beneficiare, the minvnum amount drat will be distxibured for each distributon calendar pear after the Bear of the Participant's death is the yuorieut obraured be dividurg the Participant's Account Balance be the remaining life expecrma- of the Participant's Desilmared Benefician-. (1) Nn Desi~mated Bcneficiu~~. If the Participant dies before the date disttibutions begui and there Ls no Desitimtated Benefician- as of September 30 of die tear followvtg the ecar of the Participant's death, distribution, tit accnxdaucc with Section 8.01 Acceptance of Beneficiare llesilttrarion by Adtninistriatt, of the Participant's cuter urreresr will be completed be December 31 of the calendar ceax couniining the fifth anniversare of the Participant's death. (g) Death of the Sunwing Spouse before Distributions to Survi~dng Spouse are Required to Begin. If the Parricipanr dies before the date disn~ibutions be;,~in, [he Participant's surviving Spouse is the ParticipanPs sole Designated BeneEicug, and the survivvig Spouse dies befom disrributious are reyruxed to begun, this Section 5.03 will apple as if the sun~iving Spouse were the Participant. Qi) Election of Payment Option. if a Parricipanr or Benefician- fails ro elect a pavtneut option that meets slit reyuuemenrs of IRC Section 40l(a)(9), the Adtnurisrraror kill uiitiate such a distributon. ~ Participant ox Benefician- who has chosen a paement option, other than an annuity' oprioq shall have the abilih- m change hie or her paptnenr option. SAS Otdet of Priorities. This Section ~.OS has been prepared yr acmcdauce with '1'ceasnn- Relndatious promulgated under IRC Section 40L(c)(9). To the extent there is a conflict between Section 5.04 or this Section 5.05 anti the IRC, the provisions of the IRC and applicable Treasure Regulations shall prevail. For am- calendar veax, a Benefician- mac elect distribution of a gmarer amount (not ro exceed dre amount of the remavautg Account Balance in Gen of the amount calculated usvrg the Formtila set fords ht Section 5.04. 5.06 Death Benefit Distributions. [f die Parricipanr dies before the benefits to which he is entitled under the Plan have been paid or exhausted, then the remainuig benefits payable under the Plan shat be paid to his Designtated Benefician. 'fhe Benefician- shall have the right ro elect the tune and form of distribution of such benefin, subject ro the Gnrita lions set fords in [he Plan. 5.07 Amount of Account Ba-ance. Except as prorided yr Section 5.03 Forms of Distribution, the amount of ane papmenr under dais Article V shall be based on the amount of the rlcaxuv Balance on the preceduig Valuation Dare. 5.08 In-Service Distributions from Eligible Rollover Accounts. If a Parricipanr has an Eligible Rollover Acarm~r atniburable ro eG;,rible rollover conrcihudons to the Plaq rlre Participant mac at an}- dme elect ro receive a distribution of aG or anc portion of the amount held nt the Eligrible Rollover Account. 5.09 Unforeseeable Emergency Distributions. (a) Distribution. If the Participant has an Unforeseeable Emergence before retirement or odrec Severance from Emplocmenr, the Participant mac elect to receive a Iwnp sum distribution equal to the amount reyuesred oc, if less, the maximum amount determined by the Adrxtivistiarcrr to hr permitted to be disttibuted under tins Section 5.09. © Nntiumvidc lieummaicSduriuns, Inc 1O Conmlidated Smnda~d ii7 Plvn 1i7(b) Gucecnmenml Plnn Dueumen[ (b) Unforeseeable Emergency Defined. An Unforeseeable Emex~rencv is defined as a severe financial hardship of the Participant resulting from: a^ illness or accident of d,e Participant, the Participant's Spouse, or the Participau Ps dependent (as defined ui IRC Section L52(a)); loss of die Participant's property- due to casualty- (vicludittg the need to xebtuld a home follou~u~g damage to a home not otherwise covered be homeowner's utsurance, e.g., as a result of a namxal disaster); the aced to pae for the funeral expenses of the Participant's Spouse or dependent (as defined ut IRC Section 15'_(a)); or other sunilar exn~aoxdinare and unforeseeable circumstances arising as a result of events beyond the control of the Participant, or as otherwise permitted be law. For example, the hnminent foreclosure of or eviction from the Paaicipaot's primate residence may umsrinne an Unforeseeable Emer;;encv. ht addition, the need to par fur medial expenses, includvt~~ non-refundable deductibles, as well as for the cost of prescription drug medicatioq mac comdmte a^ Unforeseeable Emergency. Except as otherwise specifiatllc provided ut this Section 5.09, neither the purchase of a home uoc the paemenr of college ntititn is an Unforeseeable Emergency'. (c) Unforeseeable Emergency Distribution Standard. ~ distribution on account of Unforeseeable Emergeuct- maa not be made to the extent that such emergence is or mac be relieved through reimbursement ox compensation from insurance or otherwise, be liquidation of the Participant's assets, to the extent the liquida[ion of such assets would nor inelf cause severe fnancial hardship, or be cessation of deferrals under the Plan, or as otherwise peunirted be law. (d) Distribution Necessary to Satisfy Emergency Need. Distributions because of an Unforeseeable Etnetgence mac not exceed the amount reasonable necessaxc ro satisfi- the emergence aced (wltich mac include any amounh necessan- m pat' am- federal, state, or local vtcome taxes or penalties rcasonabh~ anticipated to result from the distribution). 5.10 Voluntary In-Service Smaller Account Distributions. A Participant who is an active Public Emplocec of the Plan Sponsor mac squesr ro receive a distribution of the combated total Annual Deferrals uudcr the Plan if the &tllowing xequiremems axe met (a) The Participant's total Annual Deferrals ut the Account Balance uudcr the Plan does not exceed S5,000 (or die dollar litnit under IRC Section 41 l (a)(11), if greater); and (b) The Participant has not pxeviousle received a volunran- urservice smaller account distribution under the Plan; and (c) There have been ^o Annual Deferrals under dte Plau with respect to the Participant durutg the nvo-rear period ending ou the date of the ut-service distribution. ARTICLE VI Eligible Rollovers and Plan-to-Plan Transfers 6.01 Eligible Rollover Contributions to the Plan. (a) Incoming Rollover Contributions. A Participant u~ho is a Pubbc Emplocee and who is en[itled to receive an Eligible Rollover Distribution from another Eligible Retirement Plan may request to have all or a portion of the Eligible Rollover Distribntiou paid ro the Plan, provided, (1) the Eligible Rollover Distribution is made entirele in the form of U.S. dollars, and, ~ Nadumdde Rctiremcn[ Solu[ions, Inc I l G~nsoGd:imd Smndard -157 Plnn a57(b) Governmental Plan Uocmnen~ (2) the Participant demonstrates to the Adtninisnatoi s sxtisfacdou drat the amount is a yualiE<'hxg Eligible Rollover Distribution uudu IRC Sections 402(c)(4), 403(x)(4), or 408(4)(3). . (b) Definition of Eligible Rollover Distribution. For Purposes oFSection 6.OL(a) htcomuxg Rollover Contributions, au Eligible Kollover D~sexibution means am cou[riburion of all ox am- Portion of a Participant's benefit under another Eligible Retirement Plan to the Plan, except [bar an Eligible Rollover Distribution does not exclude: (1) ana insralhneut Pacment Eor a Period of 10 years or more, (2) anc distribution made as x result of xn Unforeseeable Emetgenct-, or (3) Fox anc other distribution, the Portion, if anc, of the distributon that is a rnyuu~ed tnininnun distribution under IRC Seedon 401(x)(')). (c) Separate Account for Eligible Rollover Contributions. The Plan shall establish and maintain for the Participant an F..hgrible Rollover Account for anc F..hgible Rollover Distributon paid to die Plan from anc Eligrible Retirement Plan [hat is not ux eligible govemmenral Plau under IRC Section 457(6). In addition, the Plan shall establish and nxauxn[in for the Participant an Eligible Rollover Account for anc Eligrible Rollover Distribution paid ro the Plan from ant' Eligrible Retirement Plan [hat is an eligible ;,rovermnental PL•m under TKC Section 457(6). 6.02 Permissive Rollovers to an Eligible Retirement Plan..1 ParticiPam or the surviving Spouse of x PactieiPxnr (ox a Participant's former Spouse who is the Alternate Pxcec under a Domestic Relations Order, as defined in II2C Section 414(p)) who Ls entitled to a^ Eligible Rollover Distribution max- elect, at die tune and in the manner proscribed be the Adnwxistratr>x, to have all or am- poxtiou of the distribution Paid dicectlc to au Elifble Retirement Plan specified be the Participant vi a direct rollover. 6.03 Plan-to-Plan Transfers to the Plan of Eligible Governmental 457(6) Assets. (a) Permissive Plan-to-Plan Transfers. .~lt the direcrion of the Plan Sponsor, the ~~dmuxistxaror nxav Perntit a class of Participants who are Participants ux another efig*ible governmental IRC Section 457(li) Plan to transfer assets to the Plan as Provided herenx. Such a transfer is Permitted only if the other Plan provides fur the direct rrausfec of each Parricipaur's inrexest theroin to the Plan. Transfers from other elildble deferred compensation Plans (as defined vx IRC Section 457) to the Plan will be accepted at the Participant's reyucst if such transfers are ux cash. (b) Effect of Transfers on Annual Deferral Limitations. r1m such transfexxed amount shall not be subject ro the linutations of Section 3.01 Basic Annual Litniriuon, 3.02 Age 50 CarclruP Annual Defexxal Contributions, and 3.03 Special Section 457 Catch-uP Limitation, as an Aunuxl Deferral, Provided however, that the actual amount deferred durvxg the calendar year under both Plans shall be taken into account in calculxrisxg the mxzvmun Annual Deferral for that rear. The amount so [ransferrod shall he coedited at the Participant's Account Balance and shill be held, accounted fox, adnvnis[ered, and otherw°ise treated in the same manner as an Annual Defexxal be the Participant under the Plan. (c) Requited Documentation for Transfers to the Plan. The Aduxinis[xatox mal~ reyuue such documentation from the orlxes Plan as it deems necessaxc to effectuate the transfer in accordance ZJ Nnnnnmide Retirement Solutions, Inc I7 Cnnvolida~ed 5nndnrd 157 Plan 157(6) Curemmenml Plan Document with IRC Section 457(e)(10) and Treason- Regulation Section L457-10(6) and ui coufnm that dte other Plan is ui eligible govennnenral plan as defused ur Treasure Regtdatiun 1.457-2(f). G.04 Plan-to-Plan Transfers from the Plan to another Eligible Governmental 457(6) Plan. (a) Outgoing Plan-to-Plan Transfers Pursuant to Severance of Employment. At the direction of the Plan Sponsor, rbe ~dministxator mat pervtit a class of Participants and Beneficiaries to elect ro have all or am- portion of their Account Balance trausfexmd ro another chgible governmental plan withut the meanvtg of IRC Section 457(6) and Treas. Reg. 1.457 ?(~. A transfer is pexntirred under this Section 6.04(x) for a Parricipaut onlt if the Participant has had a Severance froth F mplot-meut widt the Plan Sponsor and is a Pubhc Emplocee of rbe entity- that maintauts the orhex eligible governmental 457Q~) Plan. Further, a nansfer is permitted under tbis Section 6.04(x) onlt- if the orhex eligrible governmental 457(6) plan provides for die acceptance of plan-to-plan transfers with respect to die Participants and Beneficiaries and for each Participant and Benefician- m have an amount deferred under the other plan itmnedia salt- after the aansfer at least cyual ro the amount tntusferred. (b) Outgoing Plan-to-Plan Transfers While Employed. If the Plan Sponsor offers an eGgriblc governmcn sal 457(6) plan other than the Plan, and such orhex plan accepts transfers, rbe Paxticipanr that transfer the r\ccount Balance in cash from the Plau to the order plan. (c) Limitation of Liability. Upon the transfer of assets under this Section (,.04, the Plan's Gadidn- to pat benefits to the Participanhox Beneficiary under this Plan shall de disc6axged to the extent of the amount so transferred for the Paxticip:ua or Beneficiatl-. The Adtninisrraatr mac xeyuire such documentation from the receiving plan as it deems appropriate or necessary to cotnph- with this Section 6.04 (&tr example, to confirm rhxt rbe receiving plan is a^ eligrible govexumenral plan under paxabaapd (a) of this Section 6.04, and to assure that the aausfex is pertnirted under the receiving plan) ox m effectuate the transfer pursuant to "treas. Reg. 1.457-10(6). 6.05 Permissive Service Credit Transfers. (a) If a Participant or Beneficiary is also aParticipant in a tax-qualified defined benefit governmental plan (as definedvt IRC tiection 4l4(d)) that provides Eox the acceptance of plan-to-plan transfers with respect to the Participant or Benefician-, then the Paxticipanr or Beneficiary mac elect ro have am' portion of the Participant's ox Bene&ciart°'s r\ccount Balance transferred to the defined benefit govexumenral plan. A transfer under this Section C>_OS(a) will not be Heated as a distribution and, therefore, mac be made before the Participant has bad a Severance from Employment. Qt) A rrnnsfer mat de made under Seerion (.OS(a) Dolt if the transfer is either fox the purchase of permissive service credits (as defined in section 415(n)(3)(_-~)) under the receiving defused benefit govemmenral plan or a repacment to which IRC Section 4l5 does nor apple by reason of IRC Section 415(k)(3). ARTICLE VII Domestic Relations Orders 7.01 Receipt of Domestic Relations Orders. l~then the Plan Sponsor, Adtninistcatox, ox Plan receives a Domestic Relations Order (DRO), judgment, decree, or order (indudutg approval of a pxopextc settlement agreement) rhar relates ro the provision of chIld support, alitnom- payments, ox the marital © Naoonuidc Red~ement Solutions, Inc 13 Consilidamd Smn~ar~ X57 Plnu ~37(b) Gocernmrnml Plan t~ONITll9ll property- rights of a Spouse ox former tipouse, child, or other dependent of a Participant is made pursuant to the domestic relations Iaw of am State, then the amoun[ of die Paxdcipant's Acatunt B:dauce shall be paid tit the manner and to the person or perstnis so directed tit the DRO as the _lltemate Paree. Such payment sha11 be made without regard to whether the Participaut is elilrible for a distribution of benefin undee the Plan. The _ldtninis[xator shall establish reasonable procedures for detextniuutg the stains of any such decree or order and for effecmatutg distribution pursuant to die DRO. Upon receipt of a DRO: (a) The Administrator shall noriEt- the Participant and Alternate Payee of the receipt of the DRO, and (h) ~C~ithin a reasonable tune, the Advzuiistraror will follow the procedures adopted by the Plan Sponsor ro deteunine d1e vahdin- of the DRO. In the event the Adntinis¢aror believes that the DRO is acceptable, it will process the DRO u1 accordance with the Admutistraror's procedures. If the DRO dues not appear to be acceptable, the Adntiiisttanrr mar contact the PL•tn Sponsor for a final dereunutadoo and urstntetion regardutg final disposition of the DRO. 7.02 Validity of a DRO. Fox purposes of this Article ~'II, a valid DRO is a judo nent, decree, order, oc approval oC a marital pxopern- settlement made pursuant ro a stare domestic xeLi bons law (inchtdulg community- propext~- law), mlatutg to the property- rights of a Participant :md Alternate Payee. In addition, the DRO must-. (a) Create or recognize the elistence of the right of an ~llternare Payee to all or a pordou of the benefits parable with respect to a Partiupant under the Plan; (b) Clearly speciC,~ the following uaformadon: (l) The name and last I:nown mailing address of the Participant and Alremate Parer covered be the DKO; and (2) The amount ox percentage, or the mauner ur which the amount or percentage is ro be determined, of the Participant's benefits to be paid to the Altcmate Parer, and (3) The number of payments ox period to which the DRO applies; and (4) The Plan to wltich such DRO applies. (c) Provide a form of payment ro the Alternate Payee that is perntirted under the Plan; and, (d) Nor xeduire the payment of benefin to an Alternate Paree wlrich are reyuixed br a prior DRO ro be paid to another Alrematc Paree. 7.03 Processing of a DRO. If it has been detern~uted that a DRO applies u>~a Participant's account, unless specificallc directed orheru~ise by die Plan Sponsor, tie Adnunistxaror shall complc with the DRO. The Adnunistxatox mac place a restrictive hold on a Participant's Account Balance while it deternunes the validin~ of, utd~or processes a DRO. The Administrator shall establish a separate Account Balance for the Altcmate Payee and ttansfex the assigned value or benefit from the Participant's account into the Alternate Payee's separate Account [3alance. © Natiomcide Retirement Solutions, Inc 1=1 Consolidated Smndard 157 Plan 157(6) Grn-emmencal Plnn Document 7.01 Rights of an Alternate Payee to Receive Distributions. The ~Altemate Payee is entitled of receive disributons immediately upoo the establishment of the separate :Aecounr Balance pursuant n, Section 7.03 Processu[g of a DRO. Commencement of distributions must begin no later than April 1" followutg the rear u~ which the rVltemate P:mee artauts xge 70 Yz. Dis ributious made to ao _lltentate Payee are reported as taxable vuome to dte ~lltemare Payee in the calendar tear vt which the distributions are received by [he r\ltexnate Paver. State tales, if applicable, and federal tales will be withheld from anc disnibation on the Alternate Farce's _-lcanutt Balance based upon the tax wirhholdutg elections of the Altemare Payee. 'Ihe .AItemare Pay-ee mac not make anc couu~ibudons at the account bur is permitted to desi~mare Beneficiaries fox the dccounr Balance and ret rsercise cxchmt~~cs amnog the investment options as pcrnirred by the Plan. 7.05 No Liability for Prior Distributions. hr the event that it is detrrnuned that a DRO is valid and die Participant has begun receiving distributions from die Plan, the .A1[emate Payee must corrunence distributions withu[ sisn- (60) Lacs following the date the DRO is drtennvred «~ be valid. Tbc Adntiiisrratox shall onlc process a DRO to the extent possible based upon the then current value or benefit in the Participant's .~Accouot Balaoce. ARTICLE VIII Designation of BENEFICIARY 3.01 Acceptance of Beneficiary Designation by Administrator. The Participant shall have the right to file with the r\dn>llristratnr, a si!,ated, written beneficiaxc or change of beneficiary form desi~ntatutg the person or persons who shall receive dte benefits parable under the Planv~ the event of the Parricipaot's death. If the Participant dies without hadvig a valid beneficiaxc form o^ file, the benefits will be paid to the Participant's estate or as otherwise regruced by applicable state law..A change ut the Beneficiary designation shall take effect when the election is accepted bt- the Admurisrator, and-must be on a four and ur the procedural manner approved by the :\dmuiistcatoc. 8.03 Participant Obligation to File Beneficiary Designation Form. Thr Participant accepts and aclatowledges that he has the burden of executing and filu[g with the ~Adminisrxarox prior to the Participant's death a proper benefician- desi~mation fortn. ARTICLE IX Investment of Deferred Amouots 9.O1 Designation for Investment. Deferred Compensation amounts shall be delivered by the Plan Sponsor to the ~drninisrator or its desi~mated agent fox vrvestment purs-uanr to die Partieipao['s, Benefician-'s, or .-Vlternate Pavee's invesnment specifications. 9.03 Participant's Investment Specifications. The Plan Sponsor shall use the Participant's, Beoeficiary's, or _~VItemate Pa}-ee's vtvrstment specifications to determine the value of am defexxed compensation account and/or Eli~dble Rollover tAecount mauiraared with respect to the Participant as iE the arnuunts had been urvested according to such specifications. s\m~ change vi the iovestment direction, whether it applies a, amounts previously defexxed, contributed, rolled over, or transferred, ox amounn to be defeued, contributed, rolled over, ox transferred ni the fume, shall only be effective pxospecdveh- and shall be effective on a date cousisrent with, in conformance wide, and subject ro any resricrions, limitations, ox fees imposed be the Plan Sponsor, the ~ldrninistxatox, an uivestment option provider, um regulator,- agency, or as otherwise required be law. ©Nndonmide Re~i~i~nenr Solutions, Inc I S Consolfdatcd 5[audaed X57 Plan J57(b) Govemmenral Plan Documen After the death of the Participant, rhe Participant's Desigmated Beneflciu~- shall have the right ro upend the Participant's, or the Beneficiary's, own utvestment direction by signvtg and filing with rhe sldtnhristrator an atendment on a Eonn and nt the procechtxal manner appxowed by the Adnivii,<rrator. Am- chaoge in an iove+tmenr duecdun bt~ a Benefieiare shall br effective uo a dare consistent with, ht conformance with, and ..-object to an}- rrsreictions, limitations, ox Eees imposed by the Plan Sponsor, the ~dmvtistra tor, an vmesrment option provider, anc regularon~ a~reua-, or as orhenvisr required by law. 203 Participant Account Credits and Debits. _111 uuerest, dividend.,, charges Eor pmutiums and adnzutistrative expenses, and chaugisvi value due to marker fluctuations applicable ro each Participant's dccount Balance shall be credited ox debited ro the account. _1l1 dividends will be xeatvested vt the associated htvesunent option. 9.Od Limitations on Transfers and Exchanges. 1'he Plan Sponsor and the .~dtnuristrator may adopt rules anti procedures ro govern Participant elections and directions ansexnin~~ a Participant's, Beneficiary's, ox sllternate Pacer's invesnnent specifications and m:n- impose lintiratious on transfers and exchanges from one invesunenr option with the Plan to another. These roles anti procedures shall be tit addition to anc established be hmesnneot providev to rhe Plan The Plan Sponsor and the :1du>ittisrrator may decline to implement anc vivesnnent utstxuctions for a Participant, Beocfician-, ox Blrentate Payee where they deem appropriate. ARTICLE X Administration of Plan 10.01 Exclusive Benefit of Participants and Beneficiaries. The Plan Sponsor mac at any tune amend, moclih• or terminate the Plan under Section 13.01 r\mendment and Texn>utatiou, without rhe consrnr of the Participant (or am- Benefician- or ~Iternare Pacee thereof); provided, however, chat rhe assets of dre Plau shall be held for rhe exclusive benefit of Participan[s and Beneficiaries ar all tunes. 10.02 No Third Patty Interest in Plan. sloe companies that may issue am- policies, contracts, or other forms of vroesnnent media used b}- the Plan Sponsor or specified be the Participant, are not parties to this Plan and such companies shall have no responsibilin- or accounrtbilit- ro am- Puticipant, Benefieiat-t-, ox:llrcmare Pacce with regard ro the operation of this Plan. 10.03 Tax Consequences of Participation in Plan. "1'hc Plan tipousor and the ddmitvsrraror do nor represent hr lnraxantee chat au}- particular Federal or State income, pa}-roll, personal property-, or other tax consequence will occur because of participation in this Plan. The Participant, Beneficiarc, or :Altcxnare Pacee should antsnlr with his own representative regarding all questions of Federal anti Stare uncome, payroll, personal propert-, or other tax conseyurnces arisvtg from participation in dais Plan. IO.Od Appointment of Agents. T7te Admutistrator shall have the power to appoutr agenn to act for and ut dte adntitistration of this Plan and to select depositories Eor the assets of tlvs Plan. 10.05 Construction. Tlvs Plan shall be construed, admuustered, and enforced according to rhe Constitution, laws of the stare ut which the Plan Sponsor resides, and the IRC. 10.06 Total Agreement. This Plan and any propexh- adopted amendment oe modification shall constitute the total agreement or contract between the Plao Sponsor and rhe Participant regardntg the Plan. No Deal suuraneur regarding the Plan may be relied upon by rhe Participant. ~ hatiumciJc Redmment Solutions, Inc. 1O CunsoGdntnl Stm~dacd 357 Plun a37(b) Gn-ernmencel Plvn Dnaunem 10.07 Effect of Adopted Plan Amendment. This Pla^ and aoa properly adopted amendmeur oc modificauou shall be binlvxg on the parties hereto and their respective heirs, adtninistruors, tmsrees, successors, and assimtees and on all Participants, Beneficiaries, and dlternare Payees. ARTICLE XI Authority of Plan Sponsor and Administrator 1 L01 Authority Binding on Participants, Beneficiaries, and Alternate Payees. 'live Plan Sponsor, the Adn~tisrraror, or their respective agents shall be ;mrhoxized ro resolve anc dues dons of fact necessary at decide the Pardcipanr's right under dais Plan and such decision shall be binding on the Participant, Beneficiary, and any dlternate Payee, provided, however, that assets of the Plan shall be held fox the exclusive benefit of Pardcipauts and Beneficiaues ar all dotes. 11.0? Authority to Interpret Plan. The Plan Spoosox, the :ldtnitusrxator, or thou respective agent, shall he authorized to construe the Plan and to resolve anc ambiguip- i, the Plan. 11.03 Investment Losses. The Participant specificallc agrees not m seek xeatverc against the Plan Spoosox, the ddtnitis txator or anc other emplocec, contractee, or agent of the PLm Spoosox ox Admitisrrator fox anc loss sustaited by a Participant, a Beneficiary, or an dltemare Par-ee fox the non-performance of rhea dunes, ueghgence, or any other misconduct of the above-named persons, except that this paragraph shall not excuse fraud or wnmgfxd taking by any person. L 1.03 Suspension of Benefit Payments. The Plan Sponsor, the Adntixisrcaror, or their respective agents, if it doubt concerniig the correctness of rhea action it making a payment of a benefit, mac suspend the payment wrtil satisfied as to the correctness of the payment ox the idendn• of the person a> receive the payment or allow the filing i, any State court of competent juxischcdou, a suit it such form as they consider appropriate for a legal detexmitadon of the benefits to be paid and the persons ro receive them. The Plan Sponor shall comply with the final orders of the court in an}- such suit and all Participants, Beneficiaries, and :Vtenxare Payees consent to be bound thereby ins'ofax as it ,,, affects the benefits payable under dais Plan ox the method or manner of payment. 11.05 Hold Harmless. The Plan Spoosox, the Adntinisrratox, and then mspccdvc agrenn are hereby held harmless Exom all court costs and all chins fox the attorney's fees arising f~otn an}- action brought b}' nay Paxdcipanr, Beneficiary, ox dlternate Payee under this Plan or at enforce his rights ostler tl>is Plan, including any amendmeur, modification ox tertninadou hereof. 1 1.06 Litigation. The ddtnitistxator shall not be reduced to participate it any litigation conceruitg the Plan elcepr upon written dentaod Exom the Plan Sponsor. The ddtnviisn~ator may compronuse, adjust oc effect settlement of litigation when specifically itstmeted to do so by the Plan Sponsor. l L07 Exclusive Benefit of Participants and Beneficiaries. Notwithstandutg anc contrary provision of the Plan, induditg any annuity coutxacr issued under the Plan, it accordance wide IRC Section ~57(g), all amounts of Compensadcm dcfexxed pursuam to the Plan, all pxopern' and rights purchased with such amounts, and all income attributable ro suc6 account, propexn-, or rights shall be held for the exclusive benefit of Paxdcipanrs and Beneficiaries under the Plan and ..-hall be held it a truer, ii an anuuin- contract, as defined it IRC Section ~101(E), oc in one or moo cusrodial accounts. For purposes of this paragraph: (a) a tour must be established under the Plan pursuant to a written agreement char consdmtes a valid oust under the law of dte state it which the Plan Sponsor is located, ~ Natiunmide Retirement Solutions, Inc. l7 Consolidated Smndard X57 Plan 157(b) Gocemmennl Plm~ Document (b) an annuity- contract shall be issued be an insurance compam- qualified to do busixess in the state where the conaact was issued uxd m:n- not include am-life, Ixealth or accident, pxupern- casualn- ox Gability-iusurance contract, anti (c) the custodian of anc custodial account created pursuant m Ails Plan most be a bank, a5 described in IRC Section -108(n), or a person who meets dxe non-bank trustee xeyuixemenrs of paragraphs (2)-(G) of Section Ld08-2(e) of the Income Taff Refnila[ions relatixg u> dxe use of non-bank n~ustees. ARTICLE XII Miscellaneous L?.OL Non-Assignability. Bscept as provided ix _lrricle VII and Section L2.02 IRS Lex~-, the ixtexesn oC eaclx Participant and Beneficiarc under the Plan axe not subject to the claims of the Participant's or Beneficiar<•'s crechtors; and neither dxe Participant nor anc Beneficiary shall have anc right to sell, assi:,m, transfer, ox otherwise convec the right to receive and payments hexeuntler or anc interest under the Plan, which payments and ixrexeu are expresslc declared to be non-assumable and non- n'ansferable. Furthermore, ix accordance Secion 523 of the I3anl:cuptcc Abuse Protection and Consumer Protection act of 2005 ("the Act"), retirement fund., that tie ix a fund that is exempt from taxation under IRC Section 457 mac be esempred from an ixdividuaPs property- estate for purposes of the arr. 12.02 IRS Levy. Notwidxstandixg Section 12.01 Nun-assignability-, the adntinistraror may par from a ParticipanPs, Benefician-'s, oc Alternate Parse's account 13alance [he amount that the adtnixtistxator finds is lawfullc demanded under a lery issued be the Lxtexual Revenue Service with respect ro that Participant, Beneficiart-, or dltexnare Paces or is sought to be collected by the United States Government under a judgment resultixg from an unpaid tax assessment agaixst the Participam, Benefician-, or Altexnare Pax°ee. 12.03 Mistaken Contributions. If anc unuxibution (ox anc portion of a contribution) is made to the Plan be a good faith nisrake of fact, then within one rear after the payment of the contribuion, anti upon receipt in good order of a proper request approved be the adtnixistxator, the amount of the mistaken contribution (adjusted fox anc ixcome or loss in valve, iE anc, allocable thereto) shall be xemxned direetlc to the Participant ox, to the extent xeyuired ox permitted be the Administrator, to the F..mplocer. ARTICLE XIII Amendment and Termination 13.01 Amendment and Termination. The Plan Sponsor maa at anc tune modifc, amend, suspend, or tenxxinate the PLan ix whole or ix part (ixhxdixg xenoactive amendments) or cease deferring Compensation pursuant m the Plan for some or all Pardcipuns. In the event of such an action, the Plan Sponsor shall deliver a, each affected Paricipamt a notice of sudx modification, amendment, or termination ox a notice that it shall cease deferring Compensation; provided, however, that the Plan Sponsor shall not have the right to reduce ox affect the value of am- Participant's Account Balance or anc rights accrued under the Plan prior to such modification, amendment, termixation, ox cessation. 13.02 No Effect of Plan on Employment of Participants. Neither the establishment of the Plan nor anc modification thereof, nor the estabhslxmenr of an account, nor anc agreement between the Plan Sponsor and the Adntinistraror nor the payment of anc benefits, shall be consttued as grivixg to anc Participant or other person an}- legal or eyuirtble right agaixst the Plan Sponsor except as hexeix © Natirnnvide Retirement Solutions, Inc 1$ Cunsolidnred Standard+57 Plmi -157(6) Goiemmaval Plan Doa~mem provided, and n~ no event shall nc~ tcxms of empluamcur of the Public Emplo}-cc, Independent Contractor, or Parricipaur be modified ox in anv wav affected. 13.03 Interpretation. This Plan is intended to be an eh;,riblc deCexxed compensation Plan under ]RC Section 457, and shall be utterpxeted and adtrwtistered ut a mam~er consistent wida the IRC. Plus Plan mar' be amended to the extent that it may be ^ecessan- n> conform the Plan to the requixemenrs of [RC Section 457 and ant- o[her applicable law, xegulafiou, ox ruling, urcluding amendments drat axe xerxoaetive to the effective dale of dte Plan. ]^ the event drat the Plan is deemed by the Internal Revenue Service ro be adntinistered ut a manner inamsisrent with nc~ tutcmal Revenue Code, the Plan Sponsor shall correct such adntinis nation. ._ _ i _.__.._ .~,.~ ., .. ... r-_ © Nationwide Retirement Solutions, Inc l c) Gvxollda~ed Svndad J57 Plan ~i7(b) Governmental Plan Docomenr ARTICLE XIV Prior Plan If die Plan Sponsor has already accepted and adopted the Plan (the "Prior Plan"), as defined by IItC Section 457, then the Plan Sponsoc attends that this Pl:m shall amend and xesrne the Prior Plan. In such event, this Plan shall appl'v n> all Participants in the Prioc Plan on the effective date 6creoE, and also ro each Public E:mpkn-ee who elects to participate in dtis Plan ou and after the effective dare hereof. ARTICLE XV Effective Date Tltis Plan shall be effective on the date and year written below. IN WITNESS WHEREOF, the undeTSititted has eteaned this Plan this / aav t,l fiQ/7~ ai00~ ~- s~-: ~~ , (silmamxe) C~ora~ ~ C'a,~n~h~ll (pratred name) ~i/~fU Q~12 q (tide/Yule) ~ Please retain tGie copy fot your records. O Nationwide Rcrimmcnr Solutions, Inc 7p Consolidated $mndacd i57 19vi a57(b) Goecmmen tal Plan Document h ARTICLE XIV Prior Plan if the Plan Sponsor has already- accepted and adop[ed the Plau (the 'Txior Plan"), as defined be IRC Section 457, then the Plan Sponsor in rends that this Plan shall arnend and restate the Prioe Plan_ In such event, this Plan shall apple ro all Paxdcip:uirs ui the Prior Plan on the effective dare hereof, and also to each Pubhe I;mplocee who elects to participate ur this Plan on and after the effective dare hereof. ARTICLE XV Effective Date This Phtn shall be effective on d,e dare :md rear written below. IN WITNESS WHEREOF, the undersigned has executed this Plan this ~ /~l~/ da~•of /~t7/r/~ ~©Q / Bc: C~ft•-> G (silmatnre) George. L. C~~z~~/l (printed name) ~ify /y1a,~J2~~r'' (title/role) ~ V (Plan Namc) (J i-red _ 0/nro/ds'a~/~n APPROVED AS TO FORM: ' /"- CITY ATTORNEY ~~~~ r ~'/ n CITY OF DENTON, TEXAS r., BY: /. Please tear out this page and return to Nationn~de Retirement So/utions. © Ne[iomvitle 2eurement Solutions, In<. ~ 1 Consolidated $rnndnrd a>7 Plan ii7(b) Goy-emmennl Plan Uucument