HomeMy WebLinkAboutRES 880009.002 - Deferred Comp PlanRESOLUTION NUMBER Q ?o00q• 00a
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS
ESTABLISHING A DEFERRED COMPENSATION PLAN FOR THE EMPLOYEES OF`` SAID
CITY; ADOPTING AND EXECUTING A TRUST AGREEMENT; AND APPOINTING THE CITY
MANAGER AS COORDINATOR FOR THIS PROGRAM.
" WHEREAS,the City Council of the City of Georgetown, Texas (the
City ) has employees rendering valuable services; and
WHEREAS, the establishment of a deferred compensation plan for such
employees will serve the interests of the City by enabling it to provide
reasonable retirement security for its employees, by providing increased
flexibility in its personnel management system, and by assisting in the
attraction and retention of competent personnel; and
WHEREAS, the City has determined that the establishment of a
deferred compensation plan to be administered by the ICMA Retirement
Corporation (the "Corporation") will serve the above objectives; and
WHEREAS, the City desires that the investment of funds held under
its deferred compensation plan be administered by the Corporation, as
Trustee, with the understanding that such funds will be held by the ICMA
Retirement Trust,*& trust established by public employers for the
purpose of representing the interests off such employers with respect to
the collective investment of funds held under their deferred
compensation plans: 1.
NOW THEREFORE BE IT RESOLVED BY THE CITY OF GEORGETOWN, TEXAS that:
1. The City Council of the City of Georgetown, Texas (the "City")
adopts the deferred compensation plan, attached hereto as Appendix "A",
and appoints the ICMA Retirement Corporation (the "Corporation") to
serve as Administrator thereunder; and
2. The City hereby executes the ICMA Retirement Trust, attached
hereto as Appendix "B';; and
3. The City hereby adopts the trust agreement, attached hereto as
Appendix "C", and appoints the Corporation as Trustee thereunder, and
directs the Corporation, as Trustee, to invest all funds held under the
deferred compensation plan through the ICMA Retirement Trust as soon as
is practicable; and
4. The City Manager shall be the coordinator for this program and
shall receive necessary reports notices, etc. from the Corporation
as Administrator, and shall cast, on behalf of the City, any
required votes under the program. Administrative duties to carry
out the plan may be assigned to the appropriate departments.
deferred compensation plan resolut.ion(esf 011288.res) page 1 of 2
Adopted this 1uk day of , 1988.
l
Jim Colbert, Mayor
ATTEST:
Leta F. Willoughby, Cit Se tart'
THE STATE OF TEXAS
CITY OF GEORGETOWN
COUNTY OF WILLIAMSON
I , being the current City Secretary of the City of
Georgetown do hereby certify the above is a true and correct copy of a
resolution of the City Council of the City of Georgetown and such
resolution was duly adopted at a meeting open to the public and notice
of said meeting, giving the date, place, and subject thereof, was posted
as prescribed by Article 6252-17, Section 3A, VATCS.
Dated this day of 19
(City Seal)
City Secretary
deferred compensation plan resolution(csf 011288.res) page 2 of 2 y
("EMPLOYER')
DEFERRED COMPENSATION PLAN
ARTICLE L INTRODUCTION
The Employer hereby establishes the Employerh Deferred Co rowm pen Plan.
hareinallor raft i to as the 'Plan' The Plan consists d to Provisions eat brth
in tots doc rnarc
The Peary purposed this Plan ie lo provide ntirenrsrt hncorro andother
do*- bsnsfib to the Employees d the Employer in accordance with to pn>.
visits of meow 457 of the Iso nal Revenue Cods of 195x, as amended.
This Plan shall be an agreersnt soiety between the Employer and Ponape,.
ing Employees,
ARTICLE U. DEFINITIONS
Section 2.01 Account: The bookkeeping account maintained for each Par-
tcipant rellecbN the cxrncrladve amount of the Particxpanth Deterred Cam.
pen sbM ung any income. gains, losses, or increases or decreases in
marhat value attributable to Us, Employerh investment of the Pan cipanth
Deferred Ccmpersemon, and further reflecting any distribution to the Parbcipart
or the Parbdpatth Benekxery, and any lees or axper ess charged "rat such
Participant's Delen►ed Compensation.
Section 2.02 Administrator: The person or persons named to carry out as
lain not scretionary adrtwrwstrative hunctwra cinder the Plan, as hereinafter
described. The Employer may remove any person as Administrator upon 60
days' advance notice in writing to such person, in which case the Employer
shall name another person Or Persona to act as Administrator. Tho Admrrns-
bator may resign upon 60 days' advance notice in writing to the Employer:
in which case the Employer shall name another person or persona to act as
Administrator
Section 2.05 Seneficlary: The person or persons designated by the Par.
licipant in his Joinder Agreement who shop receive any benefta payable hero.
under in the event of to Panrcipenth death.
Section 2.04 Deferred Compensation: The amount of Normal Comporaa.
Om otherwise payable to the Participant which the Participant and the Employer
mutually agree to dollar hereund% any amount credited to a Participanth
Account by reason of a trander under Section f = or any other amount wtwch
the Employer agrees b Credo to a Partiapanth Account.
SeAUM 2.05 Employee: Any individual who provides services for the
Employer, whether as an employee of the Employer or as an independent corn
tray.ton: and who has been designated by the Employer as d9ble to partici.
pate in to Ron.
8009M 2A5 kx*W tole ComperwUon: The amount d an Empicyeeh Corm
Pwasen from the Employer for a taxable year tst is attributable to services
pertorrhed for the Employer and that a inckxWo in is Employsrtla groes inponhe
hrr 1 o len ibte year fa lederd it o, tax purpossa; such lams does not include
OW amount sroledmbls from groes incase under the Plan or any cher pan
doapribed in section 457(b) of the Internal Revenue Codon any amount eudud.
able from gross moors under section 403 ) of to lawnai Revenue Cod%
or any other amount includable from groes income for %decd income tax pur•
POM lndudrble ComPentebon Nap be determined without regard to any
corrimunity property laves.
APPENDIX A
Section 2.07 Joinder Agreement: An agreement entered into between an
Employee and the Employer, including any amendments or mocirkAtioru
tared. Such agreement ahafl fix the arthourt of Dolor d Comperracon, apeoify,
a prelsrenoe among the irMeetrneN alternatives designated by the Employer:
designsts the Employeeh Beneficiary or swwk lanes, and lhcogwM the
1sr►na condmors. and provisions of the Plan by relerenca
Section 2.00 Norman C wnpeneatlorr. The amount of compersation which
would be payable to a Participant by the Employer for a taxable year N no
Jo,ndW Agreement were in sited to deler Compensation under this Plan.
Section 2.09 Normal Retirement Age: -Age 70, unless to participant has
elected an alternate Normal Retirement Ape by written instrument delivered
to the Administrator pn0r10 Separation from Somm A Partiopantth Normal
Retirement Ape determines (a) is latest time when borw fta may conwrerce
under this Plan (unless the Participant axtmm employment after Normal
Retirement Ape), and (b) to period during which a Pamcipant may utthze to
cak*►'up limitation dSeckm 502 hereunder. Once a Participant has to any
extent utilaed oro calcft-UP limitation of Section 502, his Normal Retirement
Age may not be changed.
A Participanth alternate Normal Retirement Ape may not be earlier than the
Owl" data that hili Participant wig became eligible to rMire',and race"
rxweduced retirement bereft under the Employerh basic rebremsnt plan cover
ing the Participant and may not be later than the date the Participant attains
age 70. If a Participant continues employment after atfainmg age 70, not hay.
ing previously elected an alternate Normal Retirement Aga the PartK4)8nf a
alternate Normal Retirement Age shall not be later than the mandatory retire-
ment ago if any, established by to Employer, or the age at which the Per.
**MM aetuapy separates from service N the Employer has no mandatory retire.
Ment age. N the Participant will not become eligible to receive bereft under
a basic retirement pian Maintained by the Emplayet the Parkipanth alternate
Normal Rsbmmwt Ago may not be earlier than attainment of We 55 and may
not be later than the atainnw% d age 7Q
Seetlon 2.10 Participant: Any Employee who has joined the plen pursuant
to the requirements of Artide N.
Section 2.11 Plan War. The calendar year.
$action 2.12 Retirement: The fist date upon which both of the following
OW have occurred with respect to a Participant. Separation from Service and
attainment of age 65
Section 2.15 Separation from Service: Severanoe d the Participonth
employment with the Employer which corstitules a 'heparation from service
within the meaning of section 402 (s) 4 (A) (at) of to Internal Revenue Coda
In peroral. a Participant shall be deemed to hays severed his employment
with the Employer for Purposes of the Pian when, in a000mwice wdth the saheb
Kited Practices of the Employes to employment reletirWop is considered
ID lire actually larminalad. In to ase of a Participant who is an indepen-
dant contractor of the Employer, Separation from Servos andl be dowrW
to hays 000uxnd when to Parpcipsnth contract under which servhoes aro par•
toured has completely aKpired and terminated. two is no toresseable poo.
ability that to Employer will renew the contract or enter into a now contract
for to Partopanth services, and t is not anticipated tat the Participant will
become an Employes of the Employer,
3
ARTICLE NI. ADMINISTRATION
Section 3.01 Duals of Employer. The &nploYor shall have the authority
b malas M discrsborsrY decieiois afiscsng rhes or benefit d Pantico"
which may be required in the administration of Oft Plan.
Section 3.02 Duo" of Adminletrator: The Adrministrelor as agent for the
Employer stied Pim retire tamers in OOnxhaD
tion with the Plan. Including the maintenance d PaNapanit ACOMnft the
provhjon of periodic reports an the statue d each Account and is debuts►
meat d benefits an behiM of the Empteyer In acoordarae with the proreans
of Vila Plan.
ARTICLE IV. PARTICfPATION MI THE PLAN
Section 4.01 "M participation: An Emmpoyes may becarna a Participant
by ertsntng info a Joinder Agreement prior b Iha beginning d the calendar
month kt which the Joinder Agreement is to became all ve b defer Comm
pensstion not yet earned.
Section 4.02 Amendment of .binder Agreement: A Participant may
amand an executed Dander Agresment b change the smourt of ca mpers&
lion not yet earned which is b be delerred (khduding the reduction d such
Mae dolo nak b aro) or to Change his neWrort prelererhce (&A*a to such
feencborr as may result from the nature or an d any kwegrtuarht made
by the Employer). Such amendment shad become afiediva we of the begin-
ning of the calendar month conwharaing alter the dots the arnendment is
emouled. A Participant may at any time amend his Joinder Agreement b
change is designated Ba sdomy; and such smendmsi t shad became 6800 -
five immediately.
ARTICLE V. UMIT*TIONS OF DEFERRALS
Section 6.01 Normal t.Indtatlon: Except as provided in Section 5412. the
mawnum amount of Deferred Compensation for any Part aaapant br any ata•
ble year shad not exceed the lesser d 17,500.00 or 33% percent of the Par-
yapartk inaWble C Tipenasdon for Via taxable Year Thio imwrabon will Ordiiner-
Ily be equivalent b the lesser of 17,500.00 or 25 Pint d the Partiapant'a
Normal CompensaborL
Section 6.02 C rtc"p Limitation: For each d the last three (3) taxable
years of a Participant ending babre his attainment of Normal Retirement Age.
the maximum amount d Deferred Compensation shad be the WSW d:
(1) $154100 or (2) the sum Cl n the Normal Limitation for the taxable year. and
(w) that portion of the Normal Limitation for each of the prior taxable years of
the Participant corrinenarV atter 1978 during which the Plan was in eoosteahca
compensation (t any) delerred under the pan was subject to the limitations
sat forth in section SDI. and the Participant was eligible to participate in the
Plan (or in any Other plan established under section 457 d the Intemai Revs
MA Code by an employer **m the same State as the Employer) in excess
of the amount of Deferred ComPerastlon for each such Prior taxable Year
(ncluafing amounts cidenred under such other plan). For purposes of this Section
SM. a Parbapmtii, kx*XWle COmPwiaxtian for the current taxable Year shall
be deemed b include any Debited Compenset)ah fro the amble Year in susses
d the ancurt perrrood under the Normal Lima ration. and the PartcaPantk
Includible Comperhmtion for any prior amble year shall be deemed to exclude
any amount that could have been deferred under the Normal Lwmitatian for
such prior arable yeas
Section 6.03 Section 403(b) Annuities: For purposes of Sections 5411 and
5.02. antodxta contributed by the Employer On bshad of a Partape t for the
purchase d an annuity contract described in section 403(b) d the Internal
Revenue Code shad be treated as it such amounts constituted Deferred Com•
pensation under to Plan jor the amble year in which the Contnbition was
mads and shad thereby reduce the mea"mum amount that may be deferred
for such amble YOU
ARTICLE VI. NIVESTMENTS AND ACCOUNT VALES
Section 6.01 Nwe"nod of Deler ed Co mpehwfion: AN kwubyw s of
perbaparW Delarred Camponalow made by the Empla^ imokudinp all WaP-
arty, and rights puxdmased wth such amoixts and ad seams evibuteble theretau
shad be the sols property of the Employer and shall not be held in trust for
Partaperts or as collateral sanity for the MUMMI d the Empioyerti Obligor
tions under is Plan. Such property shad be subject b the dawns of general
t
cradtors d the Emhploysr and no Particjpart or BendiaaY alit has WV vase d
inlareat ar asouted or prabned poetic► with rasped b such Property or have
any claim Wow the Employer rriospl es a Oanarel ors diax
Section L02 Crediting of Accounts: The ParticiPO'" Arnott shah rolled
the amount and volas of the kweWmerMs or Cher property obrawmad by the
Employer through the MHesfmant d to Parti pends Deferred C iMPeradim
It le onbciPatad that the EmPbYert km*mhero with respect b a Participant
wdl cortorm b the kwesknent preferanca specrfiled In the ParOc"ritla Joinder
ftreemert. but nothing herein shad be construed to require the Employer b
malas any particular Rwesenent of a Parbdpant'+ Da fed�sho+�r
Each
Participant shall receive periodic r IF, rte not ass
ing the tjynpxrent voles d his Aocowri.
Section 6.03 TAWWMM A trandw will be accepted hen an aligibla Stals
deferred comperwt'on Plan rnaktelned by another employer and credted
ID a PaAiciPantti Account under ria Plan. The Employer may require such
dOpxrwrMation from the predecessor plan as k deems neceesarY b efledu,
as the trandar to confirm that such Flan is or eligible Slats deferred Cdnm
per cation plan witltin the meaning of section 457 d the Internal Revarwue Codft
and to assure that tianders aro prarided for under such plan. Any such frena'
flerred amount shell rat be treated as a deferral subled b the limitations of
Article V. except VAL for purposes of spph^n0 the Ntrhtadorms Of Section SOt
and am. on wriouxt daferrod during all taxable yew under the Plan from
which the tranaler is accepted shad be trested as Y it had been deferred under
this Plan during such amble year and compensation pod by the transisror
employer shah be treated as it it had been pad by the Emplvyec
Section 0.04 Employer UaWlity: In no event shad the Employee liability
ID pay banaf is b a Participant under Article VI wowed the value of the anuria
credited b the Pwbc'Pands Account. the Employer shad not be liable br bases
arcing from depreciation Cr shnnl age in the value of any investinentis aoqurod
under this Plan.
ARTICLE VN. BENEFITS
Section 7.01 Retirement Benefits and Election on Separation from
Sorrow: Except as otherwise Provided in this Artie VII. the distribution of
a Participants Aocourt siert commence during the second calendar rrarth
alter the dose of the Plan Year of the particspart's Retirement. and the distn-
bution of such Retirement bensdls shah be made in accordance with one of
the payment opbons described in Section 7412 Notwithstandvng the forego-
ing. the Parlo psm may irrevocably elect within 60 days Wowing separation
tram Service b have the distribution of txnefits commence on a date other
than that described in the preceding sentence which is at least 60 days alter
the date such election is delivered in writing to the Employer and forwarded
to the Administrator but not tater than 60 days after the dote d then r
d the Partiapent's attainrnent drm
Normal Retirement Aga Separation
Service, whichever is later:
Section 7.02 Payment Options: As provided in Sections 7.01 and 7415. a
Participant may elect to have the value d his Account distributed in soca'
dance with one of the bdowfng payment apbons. provided that such option
is conersWt with the dnntatwrq sat firth in Section 7413:
(U Equalmon*; grreaarly s«ni+nnual or annual psymwe in an anw."
chosen by the Participant. continuing until his Account is exhausted:
(b) One kung turn payment:
a APProwm+r°lY equal mond* ghxvteity. semi en ual or annual Payrnsnft
calculated to Continue for a perms Chosen by the Participant:
(d) Peflnerts equal b Psyrnerts made by the issuer d a rabrem e t annu tY
pdwY soquired by the Employer.
(e) Any other Payment option elected by the Participant and agreed b by
the EmpkW
A parucapsa's slaction d a paymert Option must be mads at vest 30 days
bebne the payment of benefits is b comm tron monthto hinder
a timely elecd • Payment Cpuoh.
option (a) above for a period d diva Years.
Section 7413 Lhnwion on Options: No paymotv°p10"may be
d a+e PM^en16
by the Participarrt under Section 7.02 unless the present value
to the Parbcipart. determined as of the Claw benafrts comwmencA exoesds 50
percent d the value d the Pano""Is Account es d the dao bon"
Corner. Prseert value debminaGona under this Section .Nall be made
by the Admintairalor In accordance with the s peeled return mu bples eal tach
in section 1.72.0 d live Federal Income Tau Regulations (or ary auoc eno► pow
vision to such regulations).
SOCloo 7.04 Plod-MUM"Wme DOM Benefft Should the Pani ipant die
after he has begun b receive benefits under a payment Option, the remanng
pay wft N 1111104 under Via payment option shall be payable to the Parbcb
PWft Beeficiary oorrmerhdng within to 30<* partial commencing with
the 31st day after pes•Partrcipartt death. unless the Seneficianyr elacts pay.
merit under a drN9wrt payment option within 3D days of the Polimpartti dealh.
In no evert shag the Employer or Administralm be liable to to Benefidsry
for to amount d ary payment made in the name of the Participant balore
the Admirwtnelor receives prod of death of the Partidpert. NotwNatandhng
Mrs foregoing. Payments to a Bardicimy shag not extend over a period longer
tan a) to Bww$MV 's the axpecfanc y N the Beneficiary is to Partiapanne
spouse Or (ill fifteen (15) Years N the Beneficiary is not the Pit p r t% spouea
N no Beneficiary In designated in the Joinder Agreement, or N the designated
Berheficiary does not survive the Parec ipent for a period of fifteen (15) days,
Man to 0m anted valued any ren ism m payrrenls under aha paymart option
shag be paid in a lump aim to the estate d the Participant. N the designated
Beneficiary survives the Participant for a period of fifteen (15) da^ but does
nal OOrtnue b live fir to remainlng period d paymentsunder the payment
option (u modified. N naceseerA in oortamAy with the third sentence of this
asc". than the commtled value of any remaining payment under the pw
merit option shah be paid in a lump sun b the seta* d the Beneficiary.
Section 7.05 Pia-Mdroment Death Senefft Should the Participant die
before he has begun to receive the, , m ii,provided by Section 701, to value
d the Parbapartt A=Ount aha* be payable b the Serefaiary comrmenceng
**sun the 30 -day period commencing on the gist day aper the Participant's
death. unless the Beneficiary elects a different benefit oommenosrnent data
within the 90 days of the Parbcipantts death. Such benefits shall be pard in
approximately equal annual initsfiments over five years, Or Over such shoner
period as may be necessary to assure that the amount of any, annual install.
merit is not less than t3.500, unless the Beneficiary eleca a chfWrent payment
Option within 90 days of the Participant's death. Notwithstanding the torepo
1110. bwoft pard b a Beneficiary under this Section may, commence no earlier,
than the 9191 day after the Panic panels death and no tater than 60 days alley
the later Of the dose d the Man lrsar in which the Participant atahned or would
have attained Normal Retirement Age Or the dose of the Plan fres► in which
the Participant separated from service A Beneficiary who may elect a pay
merit option pursuant to the provisions d the preceding sentence shag be
treated as N he were a Participant for purposes of def ffrw ing the payment
Options available under Section 702; provided. however, that the payment option
chosen by the Beneficiary must provide for payments to the Beneficiary over
a period no longer than the Ute aupec*ncy of the Beneficiary it the Beneficim
erY is the Partiapart's spo»e and mus pravude b► payments Over a period
not in ehroe I of Mean (15) years N the Beneficiary is net the Paroaparo spouse.
Seetlon 7.06 Unforeseeable EmeggeneNa; to the event an utoreesssbla
ermergenay oocure, a Participant may apply lb the Employer to receive Vial
W of the value of his account that a reasonably needed to satisfy the .mer-
getoy need N such an application is approved by to Employe. the Participant
shag be paid only such amount as the Employer deerths necessary, to meet
the amergency need. but payment " not be made to the eutant that the
financial hwdsrp may be refieved through cessation of deftmil under the Plea.
li'm" 11pe Or Cher lielmhbureefrlert, or Uquhdation Of Other assets b to oft
such kK*Iebon world not belf cause severe insrcW hardship An u io ww
able emergency shall be deemed b Involve Only ac urns*ncee d ewer -
financial hardship to the Participant resulting from a sudden and unwipec ted
•ress. accident Or disability of the Panchpant or of a dependent (as defined in
section 152(a) of to Vernol Revenue Code) of the Participant, loss d the Per-
tdpanlll property duato casualty, or other 9rnhlar and extraordinary unforeew
able a tcur atanoas arising as a result of events beyond the control of tie Per.
1icipant. The need to send a Participants child to coltegs or to purchase a new
horns shah not be Oweldered unforeseeable emergencies, The determination
as to whether such an unforeseeable emergency suists shag be build On the
malts d each indniduaf cava
ARTICLE VIII. NON.ASSIj1i1 MLITY
NO Participant or Beneficli 1 have any right to rnMsu oom00. assign,
pledge, transfer or otherwise or encumber the right b roe" any pay,
mania heraunds� which payments a "aro apasely, declared b be non.
assignable and norrtronMereble,
ARTICLE IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT
AGREEMENTS
This Plan serves in addition to any other retirement, pension. or benaM plan
or system presently in auotance Or hereinafter established for the benek of the
Enmployerle employees, and Peirbo nfen hersunder shall not affect benift mosiv.
able under any such plan or system. Nothing contained in thle Plan shag be
deemed b coi ule an employment contract or agreement between any Par-
lidpant and the Employer or b give any Participant the right to be retained in
the employ of the Employs. Nor shah anything heroin be construed b modify
the terns of any employment Dontrad Or agreement between a Partapant and
On Employe.
ARTICLE X. AMENDMENT OR TERMINATION OF PLAN
The Employer may at any time amend the Plan provided that it trona such
artendrnert in Writing to the Administrator at least 30 days prior to the efj"ve
da*
of the aman drmert. The consent of the Administrator shall not be required
in order for such amendment to became afleetive, but the Admirwarator shall
be under no obligation to continue acting as Administrator hereunder N it chsap•
prom of such amendment. The Employer may at any time Wmnate this Plan.
The Administrator may at any time propose an amendment b the Plan by an
instrument in writing trerareed to the Employer at least 30 days before the elec•
live date d the amendment. Such amendment .than become effect" unless,
within such 30 -day period. the Employer nWm the Admhrvelmw in writing that
it disapproves; Much amendmant, on which cue such amendment shall not became
e1116M%la In the event of such disapproval, the Administrator shag be under no
obligation to continue acting as Administrator heraunde.
NO amendment Or termination of the Pian Shan down any Participant of any
rights with respect b compensation deterred before the date of the amendment
or isirminaUon.
ARTICLE XI. APPLICABLE LAW
This Plan shat be cO slnmd under the laws of the state where the Employer
is located and a established with the inert that it meet the requirements of an
Wigitfe Stale deterred compensation plan under section 157 d the Internal Rev
.nue Code of 1951. as amended The prow"* of this Plan shag be rniarproted
wherever possible in conformlty with the requirements of Vial section.
ARTICLE X11. GENDER AND NUMBER
The rtascuAins pronoun, wherever used herein, shag include to femrnne pro-
noun, and pe singular shag irhdude the Phial. srcept wlhero tM content requires
Otmerwru.
j
DECLARATION OF TRUST
OF
ICMA RETIREMENT TRUST
ARTICLE 1. NAME AND DEFINITIONS
Section 1.1 Name: The Nis is of the lust crested hereby W the KWA Retire'
mart Trust
Section 1.2 DsNnitlons: Wherever they are used herein. the lokmft terms
shall haws the bNovvtnp respective meanings:
(t) BrUm s. The By -Lams referred to in Section 4.1 hared. as amended Iran
time b lima
(b) Deferred Compensation Plan. A deferred compensation Plan esabided
and mainterned by a Public Employer for the purpose of providing retire,
mart income and other deferred benefits b its employees in accordance
with to pro tsios of section 457 of the Internal Revenus Code of 1954.
as amended.
(c) Guaranteed Irnvesment Contras. A contract entered info by the Rethrs
ment Thal with insurance contparm that protides for a guaranteed rate
of return on inwvestrrents made pursuant to such contract.
(d) OAA. The International City Management Association.
(e) ICMAIRC ludeaa Thole Trustees stewed by the Public Employers *liar
in accadamce with the pro isions of Section 11(a) hereof. aro also mem-
bers of the Board of Directors of ICMA or RC.
(Q kwoestnhent Advises The Investment Adviser that enters into a contract
with the Retirerrent lust ID prande advice wrth respect b investment of
the lust Property.
(g) Employer lust A trust created pursuant b an agreement between RC
and a Public Employer for the purpose of investing and administering the
funds ant aside by such employer in connection with its deferred compen-
sation agreements with its employees.
(h) Portfolios. The Portfolios of investments established by the Irnvsstment
Adviser b the Retirement Trust. under, the supervision of the Trustees, for
the purpose of providing investments for the Trust Property:
(Q Pubic Employee Trhateea Those Taustees elected by the Public Employers
%thq in accordance with the provisions of Section 3.1(a) hexed. are hall -tare
amployese of Public Employers.
m Public Employee A unit of data or local gwernrrenl Or any agency of
instnamentsMy therod, #w has adopted a Deterred CamPennvon Plan and
tea eouoaud this Declaration of lust•
(10 RG The Iniernstional City Management Association Retirement CWPa
Nation.
q) RMirsfnaft lull. The lust created by this Dedwation of lust.
(fn) lhm Property. The amounts held in the Rdiveno lull o► b@W d
1l- Public Employers. The lust Property *W VIctude any inoomhe reautt-
frhg from the irwestrient of the amounts so held.
(n) lualess. The Pubic Employee luMees and ICMMRC Trusses elected
by the Public Employers to terve as members of the Board of lusteea of
pro Retirerert Trust.
APPENDIX B
ARTICLE N. CREATION AND PURPOSE OF THE TRUST OWNERSHIP
OF TRUST PROPERTY
Sectlon 2.1 Creation: The Retirement Trust is created and established by
the eoaecution of the Declaration of Trust by the Trustees and the Participating
Public Employers,
Seetlon 2.2 Purpose: The purpose of the Retirement lust is iD provide for
tie conn fKW investment d funds held by the Public Employers in connec-
Yon with their Deterred Co Tpensason Plena The Trust Property shall be ewssted
in the Portblioa. in Guaranteed Investment C intraM and in other imvestrrents
recommended by the Investment Adviser under the supervision d the Board
of Trustees.
Section 2.3 Ownership of Rust Property: The trustees dhdl have legal
We to the Trust Property. The Public Employers shall be the beneficial owners
of the Trus Property. •
ARTICLE NI. TRUSTEES
Section 3.1 Number and Ouallffcatlon of Tmettiea.
(a) The Board of Trustees shall consist of nine Trustees Fins d the Trustees
shall be full-time employees of a Public Employer (the Public Employee
Trustees) who are authorized by such Public Employer to nerve as Trustee.
The remairwng bur Trustees shah mist of two persons who. at the tame of
election to the Board d Tnatees. are members of the Board d Directors of
ICMA and two persons who. at the time d election, are members of the Board
of Directors of RC (the ICMAIRC Trustees). Ors of the Trustees who is a &Ww
of ICMA. and one of the Trustees who is a director of RC. shell, at Lha time
of election. be fuNdane employees Of a Public Employer.
(b) No person may serve as a Trustee for more than one term in any len-year
period.
Section 3.2 Election and Term.
(a) Eurcept for the Trustees appointed to fit vacancies pursuant b Section 3.5
hared. to Trustees shall be elected by a vols of a malordy of the Public
Employers in accordance with the procedures set forth in to By-laws.
(b) At the first election d Trustees. three Trustees seal be elected for a term
of thres years. three Trustees shah be elected for a term of two years and three
luseea shall be elected for a tern of one yeas At each subsequent election.
thros Trustuas shah be elected for a tern of three years and until his or her
successor is elected and qualified.
Section 2.3 Nominations: The Trustees who are hull ; of Public
Employee
Employers shall serve as the Nominating C mmin s
for ow Public lu ism The Nomvv&V Commitiss shat olhooaa cw dilates for Rabic Employee
TAOISM in accordance with tel procedures eat foal in the Btrlavrs.
Ssctlon 2.4 ReWgnatlon and Rsmorsl.
(a) Any TA Mee may resign as Trustee (without need to prior or subsequent
accounting) by an instrument in wrrang siWed by the Trustee and diMrvered
10 1l- oter Trustees. and such resignation dell be effective upon such
Co
delivery, Or a tater dab a000r IrV b to Oras of the kafte11erx`
Ary
shimEMPWA� removed
be for Calm, by • m
VOW d a ajorily d this
(0 vioM upon any stock, bonds, «aha ascuriuea; gee tianerat «special
p
PmKi m Or Powers d attorney with «ow
without per a substitution;aharciMO
(b) Each Public E
Employes ludas shall resign his or position ere Jumps
any Conversion privileges, subscription rights; « aha options, and make
any payments incidenbl thereto: oppose, or consent b or otherwise
wiWn sbily days d this data on which he or 0110 os41e,s to be a fullOahe
per -
*P" in, Chrp«ate reorganintions or other Changes ateding o«porab
employee d a Pubic Empioyec
OBCLN% k and delegate discretionary Powers, and pay any mage mmenim
SOCdbn 3A Vacmndea: The term d office of a ltstae shah brmirsb and
«ChOMM in conation therewith: and gerwa11y mmrciee any of the powers
d an owner with respect b stacks, bands, securities «other property hold
a vacancy shins am in to evarx of the death, resignation. removal, adjudh-
: as W d the lust Properly;
incomP otlar incapacity b Perform 11e duties d the dice d
lusifte. In �
erxmr inlc oontracts « required in
arrangements for goods « services
a the of vacancy. to resting lustess aha11 appoint shit►
person as they in their discretion sholl sae it (Mubjed b the iribtions lom
.
connection with the operation of the Retireriart lurst, khduduhg. but not irrhited
b l moladmili
am
in this Sec". b serve for the urhaxpnd portion of the term d the lusbe
b Contracts with custodians and oontrads forte Provision idre
Ike service;
who has nhrhipnsd Or Oftr Mn mussed to be a lustea The appointrnent shah
bar, by s wribrh k abu nwt,prod by a myo* d the ludesa The p0rsorf
(k) borrow or Wee money for Its purpose d 11he Rebrarerht lust in much
aPpcirhted must be the sante type of lusts@ (1.e:, Pubic Employee Juan or
Mount. and upon such terra and conditions, as the luMees sha11 deem
IC AAIRC lumtas) as the parson who has ceased to be a lug" An appoaht-
edvimebls, P^aided that to aggregate amount of such bonowingm shall
not delusive maybe rade in arWpation d a �' b hoax mt atelier
rut ,hosed 30% a to valued is Trull Property. No persah leding rho my
dab by reason a retirement «
aha11 not become eibdive i Provided r that each Whonterht
prior b much rotirorr11erx « reeignstion, Wthertaver
b to lwbss MW be bound base the application a the money tent or
b inquire into Ns validity, expadaxy « Propriety of any much borrowing.
n0:
a vw*noy In 11e number of Tiudeaa shall ocarr until such vacancy is iced
W incur reasonebk expenses as required for the operation of the Retire
as Providad in this Section 35,11110 luasa in pica, regardless of their rain-
merx lhrst mrd deduct such axpensse from the Trust Properly;
bar sha11 harm all the powers granted to the luebea and shall dhsdsrge all
(m) Pay expasas property aihcable b the lad Properly incurred in con.
"duties imposed upon fie ludees by On Declaration. A written indnxnent
nectia with the Deterred Compensation Plans or this Employe► lusts and
clirliMng this existence d such vacancy signed by a majority of the ludas,
deduct such expersea tram that portion of the lust Property banal ctialty
,toll be conCk,stve evidarom Of the commerce of such vocanccy,
owned by the Public Employer to whom such expenses are properly
allocable:
Saidlon 3.6 Tloatses Serve In Representative Capacity.. By aging
(n) Pay out d the lad Property all rami and persons, Properly taxes, khoore
file � � Public Employer agrees tet the pubic Employee ludees
mplayhxm are authorised b act as agents snot repro0erh•
ohms and Other Wise d any and M kinds which. in the opinion a 11s lumtees,
are WAed.
tativem of the Public Employers collectively,
Property or assessed under existing Or Mute laws upon, or in
romped a.11e Trust Property and allocate any such taxes to the approprl-
We accounts;
ARTICLE IV. POWERS OF TRUSTEES
(C) adopt, amend and repeal the ByLA,% provided that Much Bylaws are
4.1 GOMrmI Posher,: The Trustees step have the power b conduct
Sectionabum=
at all times Corestent with the lams d this Dociaration d lust:
11s tshall o d the Turd and b carry an to operations. Such Power mhe11 incluft
but ahaN not les limited 14 1111is power b:Plan
(P) employ Parecrs b make availsble interests in the Retiromeni 'phot b
emploiero eligible b maintain a deterred compensation under sec-
(a) Paoli" the Trust Property from the Public Em P1oY°R or a lust"
a the
tion 457 e Internal Revenue Coda sm
s aended:
of any Employer Trust
_ issue the Antral Report of the Retirement lull, and the disc'bnne doer
(b) ata into a contract with an Irhvestrrhr z~t Advises providing, among hither
things. for the estabislhment and operation d the PbMdics, selection d the
Guaranteed
max, and Other ibroturs used by the Retirement Trull;
(r) make bans, including the Purchase of debt oWi rattans, Provided that
all such Ihars atoll bear intererR at the
krhvestment Contnads in which the lull P►hmay les
current market rete:
invested.(a)
selection d alba irn�estr11sres forthe lad Property anpay
and the
Contract tor, and delegate any Powers granted hereunder im much officers,
mar! of reasonable tees to the k% warn rot Adviser and b any sub 4mestmant
agent empic yosM. auditors and attorneys as the Trustees may select,
advise retained by to Investment Adviser:
PmAded that the Trustees may not delegate the pourers set forth in pars-
(c) review annuMAY the Portmance d this krvadma ht Adviser and approve
p araphe (b). (C) and (o) of this Section 4.1 and may not delegate any powers
mon would
ct
annually 11e Contrawith such Irwestmsnt Adviser;
violate their fiduciary duties;
(d) tyroid and reinvest the lad Property in the Pbrlbfiom, the'Guarenteed
M Puede for this indernniication of the officers and lustses of to Retire
kwss&T eft Contracts and in any other investnant recortwnerded by to
meet lad and purchase fiduciary insurance:
_
kwwrhent Adviser Provided that if a Pubic Employer has directed that its
(u) maintain books and records, including separate accounts for each Put>
ftxww M be wrested in Specified Poniolioe or in a Guaranteed investment
is Employer or Employer lust and such additional separate socounls as
Contract. to lustess a the Retirement lust chap inset Much monism in
aro required under and consistent with, the Deterred Compensation Plan
10000rdan ce with such directions
of each Pubic Employer; and
(e) baP much por ion d the lust Property in cash or cash belances as
M do all Much acts, take cep much Proceedings, and aterciss all much rights
Via lusbw from time b Ome, may deem to be in to bed inbred of the
and Privileges' &V1Oc'gh not specifically merxioned heroin. as to ludeas
Retirement lust created hereby, without liability for irhbrom Iheroon;
may deer necessary or appropriate b administer the lust Property and
(fl accept and retain for much Oma as they may deem advisable any eecurf.
b Cory Out the Purposes of this Retirement lust.
lies or other properly received «aoghrired by them at Trustees heraurxW
:aOtlon 4-2 OlaMWUM Of That ProPOrty: DaMbutions d the lust Prop
whether or not such securities « of err property would normally be pur6
dhased as kwast mems hereunder
arty eha11 be made 4 Of On bat 141 a, the Public Employer in accordance
with this terra of the Deterred Compensation Plans Or Employer Trudy The
(g) c ouis any securities Or Wier Properly hold as pert of the lust Property
ludm of the Retirement lust stag be fully protected in making payments
b be regidaed in to name d 11a Rebrarrerx lust or in to nsn of a
In accordance with 11e directions of 11e Pubic Employers or the lusles of
rhhxrwasu and b hold any trwownmrrts in bearer form, but to boob and
the Erhployer lust WOW awning whether such payrerxa are in com.
record^ of to lumame ahs at cep Omer show that all much inveolrtenb are
Pianos with to provisions d the Deterred CompmnseW Plans or the agree
s Pan of the lust Property;
11M Creatng the Employer lusts.
th) make amcift acW*MedgA and deliver pry and 4111 documents of trach►
ter and Conveyanhce and any and all other Instruments that
Iliahtlon 4.3 Exaoution of khetrummints: The lusts" may hrrarhirnousty
may be neces-
say « aPPrCPriab b prry out 11e powers herein Wanted.
designMM pry are of more of the Tnrstsa b exscuM any ir11anxruna «door
merx On bmha11 of all, including but not limited to the signing «erhdorsernerx
5
d any cfhedc and the so*v of any appNcaliormlk innurarce and (tier oontraca.
and the actwn of such dssignsted Trustee Or Trustees *M Nave" sarme loner
and gtect as M taken by all the Trustees.
ARTICLE V. DUTY OF CARE AND LIABILITY OF TRUSTEES
Section 5.1 Duty of Cara: In exercising the pavers hominbdors granted b
the Truster, the jtate" shall perform ant ada within Thar authority for the
ealusiwe purpose d provk*V benefits for the Pubic Employees. and strati
perform such ads with the caro, old, prudence and ddrgenpe rn the Ctmuun-
glances than pm.,Wkng that a prudent person acting in a Mas capacity and
IMAM with such matters would use in the conduct of an enbrprae of a lilac
dhemcw and with lips ohne.
Section 6.2 LlablMr. The Trustees shall not be liable for any mistake of )'axle'
mart or otter action taken in good bith, and for any adron taken Or orated
in reliance in good bili upon the books of account or other records d the
Retiewrmv just. upon the Opinion of counsel, or upon reports made b the
Retirement just by any d its dfcero, employees or agents or by the Invest-
ment Advise or any art adv NK accountants, appraisers or athar
expert or conaukanta selected with reasonable lore by the Trustees. officers
or employees d to Retirement Trust. The Trkatees anent also not be Made for
gion sustained by the IW Property by mason d any investment n~
good accordance with the standard of caact forth in SectionW.
Section 5.3 Bond: No Trustee ahaN be obligated b give any bond or other
ascuity for the perlonmwoo d any of his or her duties heramdec
ARTICLE VI. ANNUAL REPORT TO SHAREHOLDERS
The Trustees shell aruwsny submit to the Public Employers a -men report of
the v sacWo d the Reb,&-w just. shdudng imandal downenta whch shah
be ceebtied by independent public accourtarm dhosen by the justoes.
ARTICLE VN. DURATION OR AMENDMENT OF RETIREMENT TRUST
Section 7.1 VAthdniwal: A Public Employer may. at any tirna withdraw from
this Retirement Trust by "%vnng to the Board of Trustees a statement 10 that
anted. The withdrawing Public Employers bwwhchd rtterest in the Rebremert
just anent be paid out to the Public Employer or so the Trustee of the Employer
Trust. as appropriate,
Section 7.2 Duration: The Rebroment just " continua until WR*MW
by the vote all ll r f to V d the Public E" be paid out i t to t Public Employers
calling one vow Upon
termination. sit d the That prop"
or the justess of the Employer joss, as appropraats.
Section 7.3 Amendment: The Retirement just may be amended by Ahs vOb
d a majority of the Public Employers. each casting Ons %VW
section 7.4 Procedure: A resolution to terminate Of smend the Retaromart
jet or to mrnorq a Trustee shah be submined to a vole of the Pudic Employers
It (a) a majority of the Trustees ab direct, or; (b) a petition WK'8stin9 a v04
signed by not Jess than 25% of the PubNc Employers. -is aub(Wed to the
Trustees.
ARTICLE VW. MISCELLANEOUS
Section 6.1 Goveming Law: Except as otherwise required by stats Or kooal
Ism this Dedarapon d Trust and the Retirement just hereby created shah be
construed and regulated by the laws of the Dutra of Colunbaa.
Section 8.2 Counterparts: This Declaration may be executed by the Public
Employers and Traatees in two or more courterparts, each of which shall be
dawned an w9nal but all of which together shall Oonswule one and the same
Instrument.
`,
TRUST AGREEMENT WITH
THE ICMA RETIREMENT CORPORATION
AGREEMENT made by and between the Employer ntned in the aftaohed rep
lubon and we Mlernabonal tarty Managerrent Association Retirement Corpora.
tion (hereinafter the 'Trustee• Or 'Retirement Corporationl, a nonprofit corpora,
tion organmd and Wilting under the WAS of the State of Delawaq for tle purpoae
of investing and dderwise administering the funds eel aside by Employers in
oomechon with deterred compensation plans established under section 457 of
Me Insemet Revenue Code Of 1954 (the 'Codel. This Agreement shah take eMect
Upon acceptance by the Vuslee d ifs appoinimer by the Employer to cave
as Trustee in accordance herewith a set forth in the attached resolution.
WHEREAS, the Employer has eetablidhed a deterred compensation plan under
section 457 d we Code (the 11lanl;
WHEREAS, in order that there wilt be suf cent funds available 10 discharge
the Employerls contractual obligations under rhe Plan. the Employer desires to
ON aside periodically amours equal a the amount d compensation deterred;
WHEREAS, the funds set aside, together with any and all assets derived from
the irw0XI r ON tiered. are to be eraduavely within the domnk n, corral. and
ownership of the Employer, and subject to the Employer's absolute ngtrt of with.
drawal. no employees having any Interest whatsoever therein;
NOW, THEREFORE, this Agreement witnesseth that (a) the Employer will pay
monies b the Trustee to be placed in deterred compensation accours for iM
Employer. (b) the Trustee covenants that it win hold said sums, and any other
funds which R may receive hereunder, in tnst for the uses and purposes and
upon we Isms and conditions hereinafter stated, and (c) the panes hereto agree
as follows:
ARTICLE L GENERAL DUTIES OF THE PARTIES
Section 1.1 General Duty Of the Employer. The Employer shah risks sella.
lar periodic payments equal to the amours d its employees, compensation
which are deferred in accordance with the krirns and conditions of the Plan
W we extern that such amounts are fo be Invested under the Test.
Section 1.2 General Duties of the 1Fuetae: The Tuetee drill hold all kxds
received by rt hereunder. which. 109ether with the income therebom. VW con.
ctrtute the Trust Funds It den adnwrster the Trust Funds, cdlaq lie income
weed. and "alae payments therefrom. all as hereinafter provided The True,
be ahaA oho hold all Test Funds which are bandened b it as suooesaa Tusbe
by de Employer from Willing deferred compensation wrange"ers with its
Employees under plans described in acbcn 457 Of to Coda Such Test Funds
Shall be subject to an of the Mims and ProVwons of sura A9ree"ant.
ARTICLE N. POWERS AND DUTIES OF THE TRUSTEE IN INVESTMENT,
ADMINISTRATION, AND D188URSEMENT OF THE TRUST
FUNDS.
Section 2.1 Investment Powers and Duties of the Ttuaitee: The Tia
tee shall have the power to Invest and reinvest l he principal and wx orne at
OW Trust Funds and jeep the Test Funds mvssted. without distinction between
principal and i ONM in Securities or in Corer property, red or Personal. wher.
eve stluatad. Including. but not Unwed to Mocha oo►hsnon Or preferred. bonds.
APPENDIX C
retirement annuity and insurance poheies, mortgages, and other avrdences d
Indebtedness or ownership, inveorwint companies. common or group ho funds,
_
Or aoparate and different types d funds (Nckxk% equity, faced Wow") which
fulfill requare"ers of state and local governmental laws, provided. howe A K Val
the Employer may direct investment by the TWe* among ava iabls invesimer,
alternatives in such Proportion$ as the Employer authorim in conructon with
Its deterred compensation agreements with its emplpyM For (hese purposes,
west Must Funds may be commingled with Tusl Funds est aside by other
Employers pun'uare b the leans d the ICMA Pho nent Bust kwwwriant poem
vested In the lhslee by the Section may be delegated by ttu Tastes to any bank.
insurance or frust company, Or any anVestment advisut rna agar or agent selected
by It.
Section 2.2 Administrative Powers of the 1Fustea: The IhJSW shall have
Ow power in lis discretion:
(a) Tt purchase, or subscribe fog any securities or other property and to
retain the same in trust.
(b) To sell. oiaahanga convey. tranaler or otherwise dispose d any socun•
bes or other property held by It. by private eonired, Or of public auction
No person dealing with the Trustee shall be bound to see the application
d the purchase money or b inquire rrtl the validity. expediency, or props.
sty of any such sale or other disposition.
(c) To vote upon any stocks. bonds. or other securities; ID give general or
ipeciaf Proxies or powers of attorney with or WOW power of substitution.
afondisuto k� conversion pnvileges, subscription nghts, or other options,
any payments incidental thereto, fo oppose, or b consent to
or otherwise participate in, corporate reorganizabaon@ or other lenges .r=,
Ing corporate seeuries, and to delegate discretionary powers, and b pay
any asssswr*ft Or charges in connection tMrewith; and generally 10 am.
ckse any d the powers Of an owner with respect to stocks bonds. secures
Or other property hold as pat of the TuM Funds
(d) To cause any aountm or other property hold as pan Of the Trust Funds
b be registered In its own name. and b hold any invealmenis in bearer form.
but the books and records of the Trustee shah al all bursa show that an such
investments are a pan of the TrLm Funds.
(e) To borrow or raise money for the purpose d we Tug in such amount.
and upon such terms and coeditors, as tlhe Tustee than deem advisable,
and, lex any sum so borrowed, to issue its promissory noa as Tudea and
fo assure the repayment roared by pledging ala. or any port, d the Tuft
Funds. No person lending money 10 the Tustoe Shah be bound b see Vw
application Of the mangy ler or to inquire Ino ns validity. o podencyr or
Propriety Of any such borrowing.
M TO bop such portion Of the Tuat Funds in oah a►.eadh balances a
the Tuste4 from eine to time. may dearth fo be in the boo inlorest of the
Test crested hereby. wilhout kabllty for interest thereon.
(9) b aocepl and retain for such tine as it may deem advisable any sewir
sus or Wer property Mowed or acquired by 4 as TwMe hereunder, whathe,
or not such aecuntes or oder property would normally be purchased as
Inednnant hereunder
males. execute. ackmow� Sid dekwer any and afi docUMOR1s00 may �
transtef and corwyence and any and at char lnournsras
nscetaely a aPPropriss, ID carry out the powers h~ 9mf"d-a
(i) B 80ft COMMUTfam or subahnil so arbknd*n any darns
deM
damages due a 01*V b or born the Trutt Funds. b ooamn, or delard
and b ra XWWI 00 Trust Funds
Willsor lewd or tot^in'�aa1° ProOe°d'nga•
In as sues and legal aro admmatntivs Pr°andfaa as such rights® lb do M such scts. WO aw such P ad" men� hqrgirL as the lh*m
WW p ,Iogg& Wthough not Wwfta#Y
may deers neo MIV 0 adm r aw the Trutt Funds and b carry out the
Purposes d this That
Section 2.3 oletMwdons *'M ZM We Funds: The Employer Weby
a ppolns the vu4se as its agent for the purpose d site distributions plan
,the Thud Funds. In this regard the terms and Conditions
we to nada and Cortril 00 luslealt Po" eL
Section 2.4 Vblwftn OfRUM luFunds: At least Duca S year °^
Dates designated by to Trustees the Trustee shad determine
%vius of to
lust Funds Assets d the Trust Funds lilac be valued at thein maket values
at the dose of business on the %Wu Don Dade. a in the absence d readily
g9certrnable merlrwt values as fro Trustee Shad determine, in tooadance with
methods o«hwst my bKowed and WvlomAY OPP11ed-
ARTICLE IN. FOR pROTEt;TWN OF TRUSTEE
3.1 Evidence Of Action by ErnlgoYer. The Trustee may tdy upon
Section to have been signed an behalf
OW certificate. notes or direction purpatiaq
d the Employer which the Trustee believes to have been signed by a duty
be � upon
designated official d the EmploYer. No carmaru^ Cit shall
00 trwastes
WW d the Trust Funds a they Trustee until ahs reosvwd by
Section 3.2 Advice Of COW": The I M"e mey oons It with any legal Cour"'
eel with respect b the Congructan d this Agreement, b duras hereundet
a any act nth k proposes to
take or Omd. and " not be liable to any
ect,on taken or omitted in good teeth pursuant to such adv"
Section 3.3 Mlaoallanaoua The Vustse shalt use ortfirwY care and reasons-
ble diperm but Shall not be liable for any mistake of judgment Of COW action
taken n good taath. The Trustee shad not be Mable to any lost sustsined by
the Trust Funds by reasoms of any nr estnhant made in flood Iso and in Scow.
dance with the pro ions of the Agreement -
The Trustees duties and obligations shad be limited b those oPresety
imposed upon k by tut Agreement*
ARTICLE N TAXES, EXPENSES AND COMPENSATION OF TRUSTEE
$cellon 4.1 Tax": The Trustee shah deduct firm and charge against the TMA
Fu ds any luxes on the Trust Funds a the income thereof or which the Trus
be is required to Pay with respect b the intarest of any Person therein•
Section 4.2 EXpens": The Trustee ,plod deduct from and merge against
the Trust Funds sof reason!* OWWV es incurred by the Tnums n the adrnns-
tatron d the Trust Funds. including =WOW. agency. nwestrment UWAWY' and
cher necessary Ise.
When an SCcouaa beco^+se an axaunl stated. each account Shall be **NY
dochsfgw and released, as n such
e
iso0ount hod been 9@40ed tie
completely w a decreed a cart d
WIMW
Competent jhn=dncbon in as swab or Proceeding on whish the Trustee and the
Employer were Pam'fight b at any Onrhe to a Doubt d trhpatent
.Who
Trustee Sthad haus �a tooapt.
juni=dicbon for the judicial
ARTICLE W. RESIGNATION ANo REMOVAL of TRUSTEE .
Section 6.1 Resignation of Trustee: The Trustee maw sign
at say tache
� stud Mks
by {Aanhg with the Employer IM wrRlen rssigneUOn• Such resignation
esignat
mast sixty (6) 41.0 ban the data d such filing and upon appointment d
a successor pow" b Section 63. wwhictwm shaft first o0cm
Section 6.2 Removal Of Trustee: The Employer may f°rt1O1° the'lustee
et any time by delivering 10 the Trustee a written notice d sit removal and an
app,wnent of a srocesson Pursuant 10 Sedan thethe Trustrem"ee agrees
not
lake cried Prior b sxly (60) days ham such delivery
UfftesIo an eanler Stec" date'
Section 6.3 Appointment of Sucoseew Trustee: The appointment d a
euccessor b the Trustee eha11 take enact upon the delivery b the Trustee d
(y an tnitrument to writing executed by the Employer 6PPantrn0 such NUG
ossawS and exonerating tad' successor from kSW'ty ler the ads and omns-
tans of ns Predecessor: and (b) an acceptafOe in writing. exeaAed by such
suooeesor b the Trustee shah ►elate
All d the provlstCna est IoM herein with rasped as N such successor had
to each successor with the same tape and erred
been originally named as Trustee hereuroer attar the Trustee gives
N a aro sew is not appointed within witty (60) days
notice d ale resignation Punwart 10 Section 61.. the Trustee may apply to any
court d competent Nur =salon br appointment of a successor
Section 6.4 Tmnafer Of Funds 10 Sum"*Or- Upon t» resignation or
removal d the Trustee and appantrnern d a sucaessm and after e thfinal
awcourt d the Trustee has been property settled. the Trustee shah transfer and
deliver any d the Trust Funds wwolved to such suocesea
ARTICLE V11. DURATION AND REVOCATION OF TRUST AGREEMENT
Section 7.1 Duration and 10 ph� � � � created
tribe as may be necessary out it relates
but rw y be terminated a revoked at any Wrhe by the Employer
to any andlor all related participating EmpleyOSS waren nolice d such """I,
nation or fevpcatron shall be green b the Trustee by the Employer Upon ter-
rririebon of revooatan d the Trust' ON d the assets owed shad return to and
neve" to the Employer Twmnetion of On Trust shall not. hovAW fWwm the
ErmPloyer of the Employer's continuing obligation b Pay delerred comPena s'
tan to Employees in sccerdance with the terms d the Plan.
Section 7.2 Amendment: The Employer shad have the right to emend this
Agreement In whole "in Pan but only wash the Trusteetf written cons4nt.
Any such arnerdment shall become enecti m Won (a) delivery to the Trustee
of a written mdrument of amendment. and (b) the croorsarnw t by the inus-
tw ah such i a r ument of Aa consent trooeto.
ARTICLE V- SETTLEMENT OF ACCOUNTS
The Trustee #W keep accurate gird detailed aeoountt d aN k wedments.
moerpts, dWaun cinema, and other trartactiorns her anM for" ninety (lino) days adieu the claw d each fi==at VW
ons
der in dupwan b the Employer On account of as ads Fund tranaecb#bs 0 as Uw
w he sundK N try Pert d the Trutt Fund Fund shad be ir%estad through sirnedrurm
d arhy cornamon• ooded1" Or OOrtMr"W� Trust Funds, the d i annual capon
OUrC
d such Trustt Funds SW be &Axn ed with and incoaPorgi� in site soccoun
N wilfwh nnaty (90) days aIle►the marling d 1he Wool a try amended tooaxura
the Employer has not filed Furth t» Vuslas notice of any oblactron tO any act
a transaction d the Trustee the account Of emended account it'd become
an account voted N any obpdhon has been filed. and A to Employer is tali►
fiedwex
ea that S Should be oyer awwnna A the � with the Valles giPPr�
tathahcborh, the Employer Shah wising
at the account and it Shall baooane an account IN1s 1.
ARTICLE VIII. MISCELLANEOUS m: This ro�
$cotton 6.1 Lance h fila created �r con10 strued •g.Ae� by the
m=itt and the Trust hereby
lows d the District d Columbia � The TnmPlOysr shard induce any Par'
Section 6.2 Sttoc..•rx Employe
ton who tuccss la the Employer end who #WOW becmngia subject to the
W,goom d the Employer under the Plan.
Section 6.3 WWWrawala: The Employer may. at any tuns and film bine b
bre, wshdrww a portion Of alt of Trust Funds created by *0 rofeemect*
nine and
Se~ 6.4 Gender and Number: The rnatci/na ahctiudas meaning -
tit singular nGudea the Plural uNess the co "d ratit=ros
viothef
10
8
DEFERRED
COMPENSATION
PLAN
ADOPTION
PACKAGE
Sample Resolution
File Information Sheet
Appendix A
Appendix B
Appendix C
ICMA
RETIREMENT
CORPORATION
PLAN
ADOPTION
PACKAGE
Steps for Plan Adoption
The Materials
AN the materials needed for adopting your deferred compen-
sation plan are enclosed, including:
1. Sample Resolution: must pass a resolution
The employer's governing body mplan. All onto
to
formally adopt a deferred compensation
enclosed documents are appendices to this resolution.
• Local procedures and customs frequently require modifi-
cation of the o'will
modified
resolution if the essence of the resolution remains
unchanged.
• The title d the person responsible for Plan coordination
should be included in the resolution. This person will
receive reports, notices, and other correspondence from
RC. Internally, you may administer the plan in any way you
choose. It is common for both personnel and finance
departments to be involved; in some cases, employers
appoint committees to establish policies for the plan while
administration is carried out elsewhere. However, one offi-
cial must be named as the plan coordinator to receive all
RC documents.
2. File Information Sheet:
This form does not require governing body action, but it is
necessary that we have this information in order to ade-
quately serve you.
3. Appendix A to the Resolution:
This is our deferred compensation plan. it has been
prepared to provide the most liberal plan allowed under fed-
eral law. Occasionally an employer makes minor additions
to the plan. H you choose to make additions, we ask that
YOU discuss the changes with us first. Minor changes made
for internal administrative ease usually present no problems,
although we normally advise you to resolve such issues in
separate administrative guidelines or in your personnel policy
Substantive
i� of provisions be approved
since the plan is
by the Internal Rev-
enue
evenue Service
4. Appendix B to the Resolution:
The (CMA Retirement Trust is the representative body that
appoints the Retirement Corporation as its administrator,
appoints the auditors, reviews RC's performance, monitors
investment goals and objectives, and makes recommenda-
tions concerning policies and procedures. The Declaration
of Trust for the ICMA Retirement Trust joins you with other
public employers who participate in the program. it gives
you voting rights for electing trustees and establishes the
eligibility of your employees to serve as trustees.
5. Appendix C to the Resolution
As a participating employerr, you are executing a Trust Agree-
ment with the Retirement Corporation which establishes RCIs
fiduciary and other duties to you and your participating
employees
1. Prepare the resolution with the three appendices for govern-
ing body approval. Be sure that the full legal title of your unit
of government or organization is filled in at the top on Plan.
f the
first page of Appendix A. the Deferred Comps
2 . After obtaining governing body approval, the appropriate offi-
cial (city or county clerk, secretary, etc.) must certify that the
resolution has been duly approved.
3. Complete the File Information Sheet.
4. Remove the copies from the booklet, and mail the original
copy of the Resolution and the File Information Sheet to:
ICMA Retirement Corporation
1120 G Street, N.W.
Suite 700
Washington. D.C. 20005
5. Retain copies of material for your files.
.6. Ws will review the documents and send you a Notice of Plan
Acceptance along with employee enrollment materials If you
have any questions, please contact our Participant Services
staff toll-free at 800-424-9249.
12
SUGGESTED RESOLUTION FOR A LEGISLATIVE BODY
TO ESTABLISH A DEFERRED COMPENSATION PLAN
RESOLUTION OF
("Employed.
WHEREAS, the Employer has employees rendering valuable services; and
WHEREAS, the establishment of a deferred compensation plan for such emPISS will serve the interests
of
Employer by enabling it to provide reasonable retirement security for its the
in its personnel management system, and by assisting in the attraction employees,and retention by Providing increased flexibility
ion d competent personnel; and
WHEREAS, the Employer has determined that the establishment of a deferred compensation plan to be administered
by the ICMA Retirement Corporation will serve the above objectives` and
WHEREAS, the Employer desires that the investment of funds held under its deferred compensation plan be
administered by the ICMA Retirement Corporation, as Trustee, with the understanding that such funds will be held
by the ICMA Retirement Trust, a trust established by public employers for the purpose of representing the interests
of such employers with respect to the collective investment of funds held under their deferred compensation plans:
NOW THEREFORE BE IT RESOLVED that the Employer adopts the deferred compensation plan, attached hereto
as Appendix A, and appoints the ICMA Retirement Corporation to serve as Administrator thereunder; and
BE IT FURTHER RESOLVED that the Employer hereby executes the ICMA Retirement Trust, attached hereto as
Appendix B; and
BE IT FURTHER RESOLVED that the Employer hereby adopts the trust agreement, attached hereto as Appendix
C. and appoints the ICMA Retirement Corporation as Trustee thereunder, and directs the ICMA Retirement Corpora-
tion, as Trustee, to invest all funds held under the deferred compensation plan through the ICMA Retirement Trust
as soon as is practicable; and
BE IT FURTHER RESOLVED that the
shall be the coordinator for this program and shall
ment Corporation as Administrator, and shall cast, or
Administrative duties to carry out the plan may be
(use title of official, not name)
receive necessary reports, notices, etc. from the ICMA Retire-
behalf of the Employer, any required votes under the program.
assigned to the appropriate departments.
1of Clerk of the (City, County, etc.)
(Council Member, Trustee, etc.) of
do hereby certify that the foregoing resolut;on, proposed by in the (Council, Board, eta) of the (City, County, etc.) of was duly passed and adopted
at a regular meeting thereof assembled this day of , 19_-_-, by the following vote:
AYES:
NAYS:
ABSENT: .
(SEAL)
cWk a the (cA,, cauft w-)
)3
INSTRUCTIONS
1.
Emplcyerb nama Please provide the full name of
d. Monthly (do not use if your payday is weekly
the organization.
or biweekly)
e. Every 4 weeks (use if your payday is every 4
2.
plan Coordinator This official is designated in the
weeks or every 2 weeks)
resolution as the person who will receive all cor-
f. Ouarterly
respondence, literature, reports, and financial i for-
g. Semiannually
oration from RCL
h. Annually
3.
Address. Please give the address RC should use
Earrings may be affected if contributions are made
less frequently than payroll deductions. H deducted
to mail account statements, reports, literature, etm
funds are accumulated by the employer over a
4.
Phone number. The Plan Coordinator's phone
number of pay periods before being contributed,
number should be provided.
employees' deferred compensation account earn-
ings will accrue at a slower rata
5.
Employer!; Federal Tax Identification Number. This
is the number the Internal Revenue Service has
7. First paydaie of plan implementation.. This is to
assigned to you for the purpose of federal tax
establish timing for our computer program which
reporting. It is the same number appearing on your
federal reports, federal W-2 forms, and
prepares contribution statements for you. if you carr
not estimate when the first employees will actually
withholding
Social Security reports.
enroll, leave this blank. You will receive a blank con-
tribution statement with your plan acceptance pack-
ack6.
6.
Contribution frequency. You should make corrtri-
age. When you are ready to send the first contri-
butions so they can be standardized to equal pay-
bution, use this blank form and indicate the next
ments. (Corrections for rounding may be made
contribution date on the form.
periodically.) Our experience has been that
employers find it convenient to make contributions
8. Employees eligible to participata This applies espe-
each payday or every other payday. We are able
cially to those employers whose plan restricts par -
to handle contributions at these intervals:
ticipation to certain employees or groups of
a. Weekly
employ.
b. Biweekly (every 2 weeks)
Semimonthly (twice each month; use only N your
9. Total number of employees Give approximate num-
payday is twice each month)
payday
ber of current employees of the municipality.
W
("EMPLOYER')
DEFERRED COMPENSATION PLAN
ARTICLE L INTRODUCTION
The Employer hereby estabishas the Employers Deferred ComPehsetion Flan
hhareirhettw referred to as Mn 'Plan.• The Plan consists d the provisions ast forth
in Iia document.
The Peary purpose of Ise Plan Is 10 Provide istirer 0 income and other
deterred beneils to the Employees of the Employer in accordance with Mo pro-
140" of section 457 of the ktand Revenue Cods 011954. as amended.
This Plan shall bean agreement coley between Mo Empk yah and psrbc ipat.
i g Employees
ARTICLE N. DEFINITIONS
Section 2.01 Account: The bookkeeping account maintained for each Par.
ticipant reltecong the cumulative amount Of the Participants Deterred Com-
Panmlion. includng any iccahet gens, 1oaa41 or increases or decreases in
makst YMA attributable b the Employers investment of the Paniopants
Deterred Camperwbon and fix 1 he receding any drsbrbubons to to Parbdpe s
or the ParbcipatY Beneficiary and any teas or expenses charged againet such
Participants Deterred Compensation,
Sectlon 2.02 Administrator: Tin poson or. pansorishomed iocern, out oar;
fain n0ndiscrebonsry, administrative functions under the Plan. as h arainalter
described. The Employer may remove any Person as Administrator upon 8D
days' advance notce in wsibng to such person, on which case the Employer
shall name another Person or parsons to act as Administrator. The Adrrnnw.
balm may reegn upon W days' adwnoe notice in writing to the Employerff,
in which case the Employer shdl name another person or persons to act as
Adrnrrrrdrom
Section 2.02 Sa»Actary: The person or persons designated by the Par-
ticipant n his Joinder Agreement who shall receive any bsneftts payable, here•
under in the event of the Participants death.
Section 2.04 Defernd Comperastion: The amount of Nor., W Corthpense,
ton y rsP e Payable to the Participant winch Ins Patiapant and the Employer
"KAuallMroundsi; any amount credited to a Participants
Account by reason of a tran@W under Section 803„ or any other amount which
to Employer agrees to credit to a Pan apants Account.
Section 2.05 Employee: Any individual who provides wAoss for In
Employer WhWw as an employes of the Employer or as an badspirci nt con.
thracla and who has been designated by the Employer as dgible to partici.
Poo in In Plan.
Seclbrt 2AS Irtohrdlble CwnPN aUorn Tis amount don Ernpoysek corn
pwsation tram Io Employer for a taxable yea that is attributable to services
Performed for Io Employer and that is inhokKM3* in to Employses groes inCo.
for Io tax" year for fedsnd rrca. lax purposes such farm does not inducts
Only amount sclud11ble from groes kVWW under ON Plan or any other plan
described in Pack m 457(b) of the kOarrW Rauexe Coda any amount WC xl.
able nom groes income under Notion 40Xb) of the internal Revenue Coda,
Or any ova amount sudud11ble from groes irKV, o for ledenal income tax pea
Posse. Inaudible ComParmation doll be delamarnd without regard to any
community property laws
APPENDIX A
Section 2.07 Jolnder Agreement: An agreernam ~ad into between an
Employes and Io Employer, including any amendments or modifications
Iored. Such agreement Shat ix the amount of Deterred C,omperreeeon. sp@dty
a prde"enos among the irwestrnent alternatives designated by the Employer,
designate the Employsds Beneficiary or Bensiciarws, and incorporate the
lama, oonditaorn, and provisions of the Plan by retenmce.
Section 2.00 Normal Contpenaation: The amount of compensation which
would be payable lo a Participant by the Employer for a *=ble year N no
Jorndsr Agreement ware to attect to deter Cornpersataon under On Plan.
Section 2.09 Normal Retirement Age: -Age 74 unless the Participant has
elected an alternae Normal Retirement Age by written instrument delivered
10 the Adminstrator prior 10 SWmrabcn from Semca A Parbcipantis Normal
Retirenw" Ape dsternines (a) the 1009 lime when bww is may commence
under Mas Plan (unkm the Participant continues employment agar Normal
Rebrernwt Age). and (b) the period during which a Participant may utilue the
cak*rup limitation of Section 5.02 hersundec Once a Partape t has to any
extent ublraed the oaken -up limitation of Section &W, has Normal Retirement
Ape may not be charged.
A Participants alternate Normal Retirement Age may not be earlier than the
earliest date that 04 Participant will became eligible to retire and receive
urreduaoad rebrament benift under the Employers basic rebrernea plan cover
ing the Partidpart and may not be later than the data Mie Participant attains
age M 0 a Participant continues emPlgrtnent altar attaining age 70, rid he*
Ing PrsvloustY elected an alternate Normal Retirement Ape, the Participants
alternate Normal Retirement Age shall not be later than the mandatory retire-
ment 1104. N any. sathablithed by Mn Employe( or the age at which the Par.
bcOM actually separates from swvice N the Employer hos nes mandatory robs
met age. N the Participant will not become eligible to receive benefits under
a basic robrenent Plan maintained by the Employer, the Participants alternate
Normal Rebm mwt Ape may not be Gsdw than attainment of so 55 and may
nal be talar than the attanmert of age 70.
Section 2.10 Participant: Any Employee who has joined the Plan pursuant
to the requirements of Anode ry.
Section 2.11 Plan War. 7M calendar yea.
Section 2.12 Retirement: The firs) data upon which both of the following
"hoe occurred with nsepse-, 10 a Participant. Separation nom Service and
attainment of age 86
Section 2.13 Separation from Service: Severance of the Participants
employment with the Employer which corgMutes a ssparepon from service"
within Mn msenung of section 402 (a) 4 (A) (ii) of the internal Revenue Code,
In general. a PaAaapant Shall be deemed to have severed his employmat
with the Employer for Purposes of the Ram when% in accordance with the salib.
fished Practices of to Employer tete 11mpl0ymenl relaborshp is Considered
to lhave actually l rmuoled. In to can of a Participant who a an indepem-
0180 contractor of the Employer Separation from Service Shah be dawned
ID have occurred when the Participants Contract under which services are Par.
101'm0d hes COmpletaly expired and larnanated. Mare is no brosseable Poe.
rbilty that the Employer will renew the, contrail or enter into a new contract
for the PWOParts services, and it is nes anticipated VW the participat will
become aro Employee of the Employer:
i.:5�,
ARTICLE M. ADMINISTRATION
Section 3.01 Dulles of Employer The Employer shell have to aWmatY
In malls M dncretionaY decision, effecting to nghle or benetila d Participants
which may be required in the administration d this Pam
Sectloe 3.02 DutNs a1Adminlatralor: The AdmWi traW as &pent br the
Employe; shall perform nwxMcfsbon wy administrative function in conn+so-
lion with to Pian. including to mairasance at Participant Accouft to
provision d pw*ft roporb on the status d esch Aocount and the dsbun►
men of bensfls on behalf d the Employer in accordance with the prOvis101's
of this Plan.
ARTICLE IV. PARTICIPATION IN THE PLAN
Section 4.01 kaW Participation: An Employes may became a PwbOO"
by erhfertng info a Joinder Agreerment prior b the beginning d the calendar
,nand in which the Joinder Agreement is to became eflective b defer corn,
panation not yet earned.
Section 4.02 Amendment of Joinder Agreement: A Participant maY
amend an aacufed Joinder Agreement to change the amount d COMPOrOw
tion not yet earned which is to be deferred (including the reduction d such
lulus dsfarrals b mwo orb change his inveetrnern Plg* mos (subject b such
restriction d may result from the nature or fens of any it OVIA en made
by the Employer). Such ansa xkr.W SW become dale the dthe amer>dmenf ,
ring d the calendar month conenrOng after the is
exec sed. A Participant may at any time errand his Joindw /lgreenan 10
change the designated Beneficiary, and such amendment shah become elfeo-
the ornsd iwy.
ARTICLE V. LIMITATIONS OF DEFERRALS
Seelon 9.01 Normal Limitation: Except as provided in Section 502. the
maximum amount d Deferred Compensation for any PartiaParn for any taxa•
ble year shah not exceed the fess, d $7,500.00 or 33% percent of the Par-
lbpans Indudbfe Compenre0on for to amble year. This limitation will wdnv-
cry be equivalent 10 the lases, d $7,Waoo or 25 pament of the Participant's
Normal Compensation.
Section 9.02 Cstc"p Limitation: Fa each d the last three (3) taxable
years of a Participant ending before his attainment of Normal Retirement Age,
the maximum amount of Deferred Compensation shall be the lesser d:
(1) S15PW or (2) the sum of () the Normal Limitation for the taxable year, and
(ii) that portion d the Normal Limitation for each of the prior taxable Years of
to Participant commencing after 1978 during which the Plan was in existence,
compensation (t any) deferred under the plan was abject to the timMW0ra
W forth in section Sol. and the Participant was eligible to participate in the
Plan (or in any other plan established under section 457 of the Internal Reve-
nue Code by an employer within the same State as the Employer) in excess
d the amount d Deferred Compensation for each such Prior taxable yaw
(including amounts deferred undo, such otw plan). For purposes of this Section
502, & Participants Includible Compensation for the current taxable year shelf
be deemed Ip include any Deferred Compenetiorm for the taxable yew in ecass
of the amount permitted under the Normal Limitation. and the Participants
includible CompwMM xm la any Prior amble yew *4 be deemed b include
any amount that Cotuld have bast deferred under the Normal Limitation for
such prior taxable you
Section 9.03 Section 403(b) ArwwrM": For Purposes d Section 5.01 and
502, amounts contributed by the Employer on behalf Of a Participant for to
pWgy»e of an ww%Ay contract described in section 403(b) d the infernal
Reverwe Code chap be treated as if such amounts constituted Deferred Cow
pe,aelion undo, this plan for tie taxable year in which the contribution was
made and shah thereby reduce the msxanum armours that may be deterred
for such tamable yeas
ARTICLE VI. WVESTMENTS AND ACCOUNT VALUES
Section 9.01 kwesonent of Deferred Compensation: AN investTMrts d
ParticiparW Deferred Cortmpervation made by the Emplvm'e; inem udng all prop -
arty acrd rights phx *mW win such enema and M income ■uribulable natio,
" be the sale property of the Employer and shat not be held in trust for
Particiapenls or as collateral security for the fulUM61t of the Employers obige-
tion under to Plan. Such property shall be subpa to the china d general
=Mom of to Employs; and no Paticipant Or Berwf ciary"have any vested
interest or secured or preferred pagan with MOP111d b such property or have
any dam against the Employer except as • general creditor
Section 0.02 CMMn9 of Accounts: The Parti Pers A cunt *Wrolled
the amount and value of the eta Or other property obtained by the
Employer through the investment of the Participant's Deferred ComPws&b ^•
it in ardcipefed that the Employer's invesfrnsrns with respell b a Participant
will conform to the investment preference specfied in the Participants Joinder
Agraama^t but nothing herein " be construed to require the Employer 10
male any particular ingaw wsnl d a PartiaPanlY Deferred COmperwtion• Each
participant shall votive periodic spats not fees frequenly llw+ awrually; r>ow'
Ing the #wHxsrrwt value of his Aomo t
Section 0.03 Vanalism: A transfer will be accepted from an eligible State
deferred cortporgagcn plan maintained by another employer and credited
ID a Participant's Account under this Plan. The Employer may require such
documentation from the predecessor plan as it doom necessary to effeatu-
_ all the hands; b confirm that such plan a an eligible State deferred con►
paragon plan within the meaning of section 457 d the 1. ft, Reaerxus Cod4
and 10 assure that transfers are proMad for under Koch plan. Any such trans-
la,
rans}faamount shah not be treated as a deferral subject b the Nrtntstions d
Article V, ee ept Vial, for purposes of applying the limitations d Section 5.01
and 5.02, an amount deferred during any taxable year under the Plan from
which the transfer is tocepa d shah be treated as it it had been deferred under
tufa Pian during such taxable year and ccmpsrrjati0n Paid by to transferor
employer Khasi be treated as if it had been paid by Bre Employe;
Section 9.04 Employer LWallity: In no event shall the Employer's I121MY
b Pay benefits b a participant under Article V1 eosed the value d Bre amounts
credited b to Partieipails Ao=xt the Employer shall not be liable for losses
Kong from depreciation or *mr*age in the value of any irnestrnants acquired
under aha Plan.
ARTICLE VII. BENEFITS
Seodon 7.01 Retirement Benefits and Election on Separation horn
Service: Exospi as otherwise Provided in this Article VII, to distribution d
a ParticipeM`a Account shah commence fixing the second calendar month
after the dose of the Plan Near of the PaRiWant% Retirermant, and the "I"
bution d such Retirement bwofts shall be made in accordance with one of
ale payment Options described in Section 7.02. Notwithstanding the forego-
ing, the Participant may Wmvwa* elect within 60 days following separation
from Service to have the distribution d benefits commence on a date other
than that described in the preceding sentence which is at Is" 60 days after
the date such election is delivered in writing to the Employer and forwarded
b the Administralor but not later than W days after the dose d the Plan Near
of the Par idpartls atorimen t of Normal Retirement Age or Separation from
Swvic^ whichever is latet
Section 7.02 Payment Options: As provided In Sections 701 and 7A5. a
participant may Bled 10 have the value of his Account distributed in SO= -
dame with one of the following payment opticr* provided that such option
is consistent with the Nrnial ons sat forth in Section 7.03:
(a) Equal monthly. quarterly, swnwrmual or annual payments in an amount
chosen by the Participant, continuing until his Account is exhausted:
(b) One lump sum payment.
(O AfuPr' Y equal monthly. quarterly seT wvwW Or annual Paymwft
calculated to continue for a period chosen by to Participant:
(d) Payrmerns equal b paYrrans made by the issuer d a rGb rran am%*
policy acquired by the Employer:
(a) Any Other payment option elected by the ParbaPanl and agreed to by
to Employs;
A p&ftipants election d a payment option must be mads at heel 30 days
before the payment at b efWN is fo oommer+a. If • Participant fells b mala
a Randy election d a payment Option, bwWft shall be paid mo^thhfY under
option (c) above for a period d lies years.
Section 7.03 Limitation on Options: 140 PeWw* option may be selected
by to Parbapat under Section 702 unias aha posers valued the paynante
b the Participant, deterdned as of to dots benefits commence ecesds 50
percent d the value of Rha Participants Account es of to data bwWts
IVA
11
Canrnanca Present value detertnin Wore under this Section Shelf be nada
Vision
ft rbdm Inc rraa Ti" R'0'rle°°'a (o► any a+oa..or ora
such re0otationy.
Secum 7.04 Pbst retlmn" Dared swaea: eh>a>td to
Mer he has begun b Moore ben�afeg undey
r a pmwt rel Pia
iernsining
PaPsYme htr, Many. under to W""option shat be payable 10 the pew
oonSnancirhg wrlNirh the 30,dW Period
Vw OWN 31st day dam. unless
nM the SeneRpary alacts
In no avant Sha. to OPtiori vrShin 30 days d to Partiap&ntb deem,
*w the arnoury Or &WW"Itillor be
the BensticAry
made nar" dohs ftftiPfint Wore
reosives woof at death d the Participant.
Oarhg. pymwts b a 8snalioiary eh&. not ahlbnd over
albuaa 0'(0)
(�1han (Q the �1�re aClary Be�wy to Pmicipe is
is not t1A paticipant% IMM
ry S0n8fiCiWY in designated in the Jainder,4grewne t, a N 01 �ueted
tan Me cartnorwd oak � the spent for a period of fifteen r5) days.
shall be pard in a Iwnp Sum arernainng ny under t1° p'yrtn'rt Option
Beneficiary a ^"aa the Partici the
eetata d the p&ntrcrpant. N the designated
no, COMMA to lift the
'or 8 Period
opts ( modified If remaining period d d liltesn red r the but does
X11. then Ins oarr►uryh rAnt
In onbrmity senlenunderoa d this
any remaining
mart option shelf be pad in a NRnp an b 00W at s Bwhathe P,
ircllOn 7.06 Pae.AfirerMtn D"M Beneflta, Should the Participant die
bParthe h,nt� IND the
e of 1dt �"� by Section 7101, the �e
withto
30<* Period oommenoiP's b to Beneficiary oanmenpns
death, W*" fns t3eneficianY alectsa oan iins 8181 day after the Participants
. Such bane
approiw"otY egigl an numl in stagirm ashalt be
Paid in
eo
period as nay be nsatary to &stun that the ysare, Or oven such shorter
not lass
mut i, nthan &mount d any annual .
l insta
cation within 90 days of t�,e ar�
,.rus death.otwithsta'+eCN a drierenf payment
ing, berafils paid b a BwW11C ry under this IRY^anti the brepo.
no earlier
tan to 9101 clots er the IRY after the Participants death and later then gig days after
to later Of the Planlbs► lin which the
have attained Normal Reb►emsnt Age Or the cl��Pent attained
of the n Year ion wwould
hich
merit option puisuai bdfrom tha vhoe A Ben+efic+ary who may oleo's pay
treated u N he were a ParbaPaP Pu� ria shat be
dh " available unBen der Section MZ Prided' howew� tat the pay ns, option
a Period no �� than the hob Primacy P'�nerrts b the Be a, the 81111`1060'aly N� ary our
Wy Ill the
ahcess of ntt spouse Provide 'or MY" -ft e
r10f � rs) year:. thePeriod
Bwheeaary is not the parpapants spans
"CU
am M 7.0, aocurRUnlo cines. In the event an hxt�seeable
W
d the rticc a his P' � &'Ply' b the Employer to reoehw that
ICY need. M such an'�nt that is reasonably needed b satisfy the eines
OW be pad only such'PnP "Our' the E approved
by the Em necessary
s ary 10 Mae
the �genry need, but peyrne t Shall not bis �'ade to �8°nY b t ft
kanorl hardship May be Nbe d tuangh of del"
under the pkn
'Maunnoe or
othw °e"n t. Or liquidation of w oth
kluid0tiOn
rind not ttee Cause Severs lhancial h4n*V An
able wrier deemed b p"NO
only circUrnStOnCes of sewn
*ancW hardship jo Via
**a$, ardent or 01,14y'nt resulting from �
a sudden and ur�p
section IMe) d the ue Participant Or d a dependant (as defined lin
liaParts Property dworcnal RevenCode) d the %rboipant, loss of the Par.
llttpp casualty. Or other emwlar and m1raordinary wMoesee•
a"* Om►atw+as arising as a n A Of ewnei beyond the control of to Pa►_
l olpant. The need b sand a Participants child b College a b
home Shall not be Ow died un WOmmab1e _ PurchaN a naw
ontowhether such an unforeseeable
narlta a The d8ldirrminstion
each al cmaeffAgits shalt be based on the
ARTKX.E VIII. NON,ASStaN#'IiLITY
NO Participant or Benefida i
Pledge, trenWer or Otnenwaa have any right b R 11811, assign.
ar
mts h areundar which Pyranls a or encumber the right b receive any pay
assignable and rwn.ganele ads rights are egpreuly deaand b be non
ARTICLE IX. RELATIONSHIP TO OTHER
AGREEMENTS PLANS AND EMPLOI/MSNT
This Plan Wm in addition to any other mbon, Or bene.t Plan
Or system preuntY in srntenoe or herein Mer �blishe oandr the benefit d the
SUO under any such EnOcry'art Pre Pa'��� ►finder shall not affect beneft receive
deerhed to conatitule an ern ��yrimmlont ng conhuad in this Plan shall be
tcilant and the Employer or � Or pnan1eot between any Pu•
tree employ d the Em 0� any Participant to right b be retained in
ft Pbys� Nor Sha. anything herein be construed b modify
M a mph am
poynnant Contract or sG►eemert between a p11ticiPent and
ARTICLE X. AMENDMENT OR TERMINATION OF PLAN
The amendinant iWM at any �'►A°nd this Plan provided that. tnnarrnitt such
date d ft rep b the Adminatrata at heath 3o days war b the effective
in order for The consent Of the Ad"morstor Shall not be required
be under no obligation b COMMA acting'�tiw` but the herAdreunder
if It aha.
Prow/ d such amendment. The E 111 oVW may
at n y Wnto, hereunder.lt Paan•
The Ad"Wriistrelor rnay at any "a InStrUrrientm writing lianarnrlted 00 the PnonoSe an 'amwdnne the Plan by an
the date d the amendment. Such �riPln at NNW 30 days dative thunieW
e all,,
such 30 -day period. the E ret ,� ah wwnting that
m the
nstrator
11
Gffsc,& In ft event Of Rich
ti t. Oil case such arnendment shall not become
obl,gaUon b continue acting disapproval, elf Adrnini>tratpr &W be under no
ri0 u Adminntnto hereunder.
rights with
No amendment or ternination Of the Plan shw divest any Participant d any
nabonrespect So Compensation diilerred behove the date d the amendment
ARTICLE XI. APPLICABLE LAW
This Plan Shad be construed tinder the laws Of the state where the Employer
Is located and is selabtishhed with the intent t%6900hat t meet the requ,rornanhi d an
wale Ceded ais"ad bion Plan' under sect1on 157 d the hterrW Rev.
�1°r Co eo f idle r u amended, The Prows,ora d tis Plan shall be Interpreted
conbrnrtY with to Fll(Ore nsnts d tat aeCbon.
ARTICLE X11. GENDER AND NUMBER
The
rwi` whena�vw used herein. Shap include the fenrrrne pro
charmsgular include be the co
when nitxt raqu,roS
DECLARATION OF TRUST
OF
ICMA RETIREMENT TRUST
ARTICLE 1. NAME AND DEFINITIONS is Reties
Section 1.1 Nems: The Nems d Che Tam created hereby
ment lust terms
Section 1.2 Deflnitlona: NRhera'wr that' aro used herein. the fallowing
shall haus the following respective meanings.
(N By.Lam The By -Laws Warred to in Section 4.1 hared. as amandsd tram
lane to Uma
Plan. A dderrad compensation planMlablishad
(b) Deferred C TO Employer for the purposed providing ratire-
and rni intained by a Public
went ire gra and �Mction 457 defetred d the neftto
Revenue Codeployses in s of 1 K
ift Om
with the provher«hs
as amended.
(c) t3uannlaed inhrestnhent ContractA contract ~ad into by the Retire
ment just with insurance WIPSOWN Me
untuaffilt to such
., d return on inirestrt+ena ���� Asaoaabo^•
(d) ICMA. The International Gly
�MAIRC lfualeM TaM Trustees elected by the Public Employers who
(e)
in accordance with the provisions d Section 3.1(a) hared, are also frown,
bens of the Board of Directors of ICMA Of RC.If) W,,qwent info a contract
Advner. The Irn�rn" �^W that entare
with the ebrarnonl ThAK to pro+nde advwe with respect to investment of
to lust Property. RC
(g) Employer Tnst A test created Pursuant to an agreement between
and a public Employer for the Purpose d irrvsaling and adrtwnsterin0 the
funds ad aside by such amployar'n mon with lie deferred comPan•
action agreements with its emplvyeae
(h) pprtfoppe. The Portfoiraa d invedmants established by to Irwostment
Www d the ludo e. for
Adviser the tp wtea ng � to Testproperty
() Public EmployM:uWas. Twee lhsteaa siscled by the Public Employer°
who, in accordance with the WWW" of Sedwn 3.1(a) Wool, aro full-time
ernptgress of Pudic Employers
gency or
(i) Public Employee A in* d ata* or gorormrma^L or any Plan and
�y owed, ilial has adopted a Deterred Compenmbn
has etascu*d this Dederartrort d Teat.
(IQ RC. The International Gly Man*Wl Association Retirerment C«P�
ration.
Reoremant that The lh* raeeW by this moron d That.
lint property The amounts held in the Rei nrthdnt ltnst on behalf d
(m)
the Public Employs• The Trust Property shall jndlJde any inhcorthe "W*
ing from the investment of the °mourn* b held.
The Public EmployM 11W*M and ICMAIRC lha*ea Fled
(by the Public Employers to carve as members Of the Board of Trudmw of
the Retirernert Vat -
APPENDIX B
ARTICLE N. CREATIONPROPERTYNP SE OF THE TRUST, OWNERSHIP
TRUST
Section 2.1 (�Ssatlon: The RaWemant just is created and established r 0
Vis v ecution d lia Declareuon d That by Via Truatass and the ParthchPel
Public Ernplayars. Test is to prwida for
The purpose d tf* Retirement
t cony purpose:
d funds hold by the Pudic Employers in con'
yon with"r Deferred Camperssbon PWha The Tnat Property shall be mrested
in ponto" �ranteed ��d in othar 1"torow'"
bysir un la supervision d the Board
d Trutdeesz havThe W11111041111 e ve *WSectlon 2.3 ownership of Must Propetll►.
Ude to the Trust Property. The Public Employers
shall be the bw*k
of the Tnat Property
ARTICLE IN. TRUSTEES
Section 3.1 Number and oual~lon of Truateea.
Usteft
(a) The Board Trusts" Shall conheial d Wino Testees. FhMPuW � m
shah be full -tone ar ploy'" ci a Public Employer servo as Trustee.
Trustees) who are authorized by such Public Employe► who. at the trine d
Tha remaining tour Trustees shall consist d two persons rd Directors d
election to the Board d Trustees, are mamb rs d the Boa d
ICMA and two Dere" Who' al the time d slaction. tie nhembors d the Board
d Daectors d RC (the icMaRc Tn sts64 one d the Tn)dees who is a direct«
of 1CMA, and one d the Tr st � d a Publicdirector of R - "' at the tuns
d election. be fiid-tuna emPbY
(b) No person may serve as a Trustee for more than one tern in any ten-year
PWW•
Section 3.2 Election and Twm- appointed fo till rManciaa purwant to Section 35
h areded. . thWe t for the Trustees a vole d a malorhty d the Pubic:
hT►uateM shad be elected by
Employers in wc«dance with the procedures set forth in tho By -Laws.
(b) At the fust election d llualees three �*ea SW be elected f« a term
d three years three Trustees shall be elected for a tamp of
two years •nal three
7vateas shed be elected f« a term a ons Y f t At each wbeeq�'o or her
three justs" shall be elected for a tens d three years and until furs or her
successor is elected and q"aufhed.
Section 3.$ Nominations. The lus*M who are fuM•tims employees d Public
Employers eluant sane as the Nomhnatuh , Cornmittae for the Public Employee
1uMsw The Hours *V C«runow shah droose eandde*e for Public ErhployM
lucent in accordance with the procsduna set forth lin the . IJws
Section 3.4 pbaignatlon WW Rer"o""pout road for prior « subsequent
(a) Any lhj"s may �n as Wale ( llvatM and louvered
eocounting) by an kasnxrhenl m wrong signed by such
to the other Tns*M, and such reagnati°n sunt be infective upon
1�
aww11�an� f'� � b IM Mmu a me rn�n,msnt. Any
Pubic E"Voyara, oro'K by a wase d a rajorty or the
(b) Each Pubicfs S
will Wl MiNlY days Ofdo thntso deep MO, his or her pombon as juam
M an employee Of Pubic E pk
which he a she COMMb los a 1uN pnN
Sec"" u Mbmnckm The wm a allot d e sorters atuaN
vacwhoy sfhall Occur in Mw went d the W miruals and
k b� m a attw ,to I Perform pus wgrmbM ren oM,
Person as t" �dmcmtlona Vw � 0 luetess shah aPPoint such
In this *ho hu 10servew► nor shel ,r* P red 111 tPo � a f sjorih
o
a wain °thwwiss Osased b be a >�St The
_ ■wnxrwrrt MOW by a �ty a 01^pnent shall
ft lulMft The person
ICMA RC TuStaap ewrw tips a Tusye (a<. Pubkc Employee lfuswa or
rant a a IUW" )"lay"ba roads who has od b be a -Fuawa An aPPOrrt-
d� broason d rotrrerment or r� pciVacai a later,
a wcancynVwmmrgw a �� Prior 10 MW f errwrt o► renprh yy
WO such vacancy
MW
bei; *Win V ms powSociloners plualem ofOa �m a theirsnum.
sf V ft «ftonoe Ofckow Vacancy signed ft bonnwjo* d fnxnant
avrdwhca a aur auaatence d Such a1°
y.
Section a.• Tnatees Serve in
shier
Dedaaeph each P RePtrlaeettagh„a t:apacity; By an0
eteoisd by ft Public E trees mat the Public Errhpio meet
lab d me Public Employers an eumonaed b act as apenfs and
ookecavSty,
ARTICLE h POWERS OF TRUSTEES
.1 General powa . The Mees °hep have the p war b conduct
but shall not be limited >4 Hwy b °Pe�Of w Power shop xrcludq
(a) receive Mw Trust Pourer b:
of any EmW�just
from 20 Public Employers a hon► a livatee
(b) ensu► into a contract with an Invsstrr*r t A M w providing
m'�4 br the ahn
owabhwM and operapon d the artuonp Mme► P,ft,. selection a me
Guaranteed Investment Contracts in which the -Fust P► selecPO"Y nwY los
reasonable false b le Irv, marts b► the Trust Property and the pay,
MOM d
advwa ravened by aur khv vftr she b a^y' G hent
(C) mvww anrxrapy qw Performance
of the Investmwnt Advisor
anxiety Chs contract vrth such kwm8trl*nt Adviser and
and approve
(d) "'" and'Or% h>t yhe lh* Property
Ir"al"wnt COMM* and m any b G f by 0.
G*�trtwnt ACM"' "'Oed that k a Public Employer has ct that a
Contract. the Trustees, Taxes be Invested M ,pacified Ponblroe Or In a Guarar"W lnveShnart
accordance with such dui Rebrertwrt Mhap invest Such ronin in
te)
beep such Portion of the -first cosh cm
ow 1Fuebes. Goth pine lo WK May doom yb be In tht i man as
oarga
Rom"" 'I'M created horoby6 w+thout IlabiNty for OI dor
6meta Viand retain for such tans ere VW may deem advisable anyny Mecuri.
*t4tw or not
18
aaad as suchsacur*" or she► pnppariY world lly be p .
iruveetrrwrts hereunder (a)
be ur
(0) cause any secu"fil o or otlher Property held as part d the lfu si
ID be � ranw d lust Or in the nenP d
Monde a lhe any k%mWnwo fo bowrw form. but the boob and
a Pan d , at all Urn" show all Murch invsamwrts aro
(h) nualuR oowcutR
fa' and o -M"nceeaand "d0&W amp o deliver wry ora all doar,wnls d bw*
aef y a appco xwe b carry out the powera�� May be rwcp
5
0) vc% upon any Sk)ck bonck 0,
Pro we Pm%" "wrwy with e ProummftkW COW
W" or
epactal
OW oonvera�h MW,.Mnk+ouf POwer Of Kobesitubon. aasrcwa
dMfal subscription V ts, or Other oMo M and males
MY PMymerts
ttapata Me. OorporaharoonWwzlhww or Other ersto oppoft 0, con
nt tq or
attuenNwo par
ny
Or ott
oraharpSS4W deteWte dncropona►Y Powers aseeanwrtS
of an owner, N%h respea
q dPart the Im yb sbclar; auxnkraa er Property hold
m arta► inti contracts a artsnpanwas
for tserarnar,ioOdS or connINCO n with the W140116 rbulequirod in
14 001"Imb with knead
live aarvias; awbdrarw aed contracts for IM pM� Of aad�rt molle.
tW borrow or rains money for tlw Purpose of the
amount, and upon such lust M such
ttbvwablau Provlde t that slur and c%atudrtiorha, as Uue Shop deem
not acted 309p d thevaluea ar"Ount No Pelson of Koch boucle nWn&nggs aW
ID ggrageo the lhatees Map be bound b am OW Y k money Nmoney
en
1Wgw"�skft Nsop"ancy or P oPr'W' a s Murch bonowinp,
mat mat aecpenSq sa required for me operator a the Retire.
lin) Pay wcpenSea such 414)on s from ms Bust Ply:
(" pa with the Property Mocable b the that Property Incurred in con.
PerwGon Plana or the Employer Tiuw and
from mat Portion n sft
u lk* Property beneftmoy
owrwd mpbyer b whom Such P►oPenly
apooable. aKpe M aro
(n) Pay out of to lfurst proos"y all real and
Peraorwl
loos and other tahws a any, and all WKIS op,rom of ft Incorno
groped ams -Furs properly and nhnfi or *Aura laws uapo in
ane aocounb; 0 why such tarsus b the aPProPri-
(e)mend dont. aand
81 lrepSSd the By t.awM Provided that such Byt.a a aro
(P) Ploy personsb a �tw ora ft Declaration d WW.
amployere eligible b nwmfain a debrred corm a kftrftts in es RePlan under erust b
Von 157 a fur Internal Romvje C,C as anwndad Plan
urian asc-
(menti and aftuer Mlsrnuro d gement li�pt, and the efiad)surs doc L
" make used by the Rebrwnw t 1".
all such loans " � 1111 ��Ko o debt obhpatr rel Pra,� that
fissural at the current market raw:
( Oorwact bt and delepais any POwersreon b such
t7rontedhers,
aoyses. audkora and amor " a me 1histess may aaloci.
P►Ovided mat Mw 1FuStaaS
May Oroptw (b). (c) and (o) a � 4.1 a�iudfo me P01"en t►h in para -
(q P de such ""&bon would vdats their IlduasrY nay no, w any POwsa
"want *I* and purchase
ub on d rY dfiere and 1tuSteeS d the Rallis
(u) maintain boob and ^M� i cku rl Insurance;
lic Empioyw a Employer Vuat and auch separatmone accounts tin each Pub.
MUM"
1 ah, � �PO� nta as
n Plan
am requlled urk* al
of each Public Employer
crud o &I such ch M take
h notes Proce"niM ars swr ;Ss all such rights
may deem necesSa SP*c*-ally meMwmd herain, as the 1Fustees
ry s es apPrOPnate b adnwxstar the Trust properlynd a
b carry out Mus purposes Mw Repromenf >ha.
isctlon 1.4 Ofablbutlpth Of stat per, DatributionS d aur ilial Prep.
wty chap be nada 1A a on b*W a, me Pubic Em
whffh the temp a Mw Deferred Comparwabah Plano or E w �°
ses a the Rolerrwrt 1hrSt Shap los Employer juata. The
In accordance with Mw dirocirorhS d tlua Errhh= a ifw PeY"wrMs
luat
dor Employer fuses
Ppance aim the provtarorw Of the w�rether KochployaPeyrrusnb aro ►nooma
""w* oroadnp tlw Employer *u 'O^ Plans or tho pro►
Sactlon 4.3 Eaaoution of ItWmmwhb: T�etea ora
dOnats any one or nae a tlhs �+aea b auwc qty
"art on behalf d all. vhdudrrq but not Mm W b the ay np oandorSenwnt
lu
d. y ctiack and#. signing d any tic 6o'* hscxe"oe her• the soma Tont
and the action d such designaled liuelee or Usless steel
and OW as N taken by all 901
eleft
MTICLE V DUTY OF CARE AND LIABILITY OF TRUSTEES
SoCtlon a.1 Duty of Cara: In �rcrsing the powers herarnbalore 1 to
the Trusaae to Trusts" shall perbrrn so sots will" 016ir authonly for tM
wicks" Puqx"d providing benefits for the Public EmplWOM and ahs#
ppm such ads with the Care skill. prudence and ddrgs"ce in the n
stances Mian prevailing that a prudent person acting in alike capacity and
hinder wNh such maltm would use in the conduct of an srawpnse of a like
pharacsar and with Nie aims
S 6.2 Llabalty: TM ss
Tusts shat not be liable ler any taken lien or r OI M*�
actlon
mens her adorn taken in good tao. and ler any action orrwtted
or ot
rn reliance in good tnth upon ow bools OI account or oti+ar mads of 0
Retirement Trutt. upon the °p'"10n d
employees
s ape" on bye VW I("@*Rdiremant TA* by any d 1111 dficem a"il
nvastment adviw. accountants, appraisers or drier
meet Ad,~ or any aub•i
reasonable care by 00 Trustees.
expeft or counts selected *10 The also �
smployses d t o Rsbmy nt Trust. Tris Trustees
ny sustained by the Trust Property by reason d any vrvaehnent made
In good 111i1h and n aocordef 10e wrA the Mandacd d care ad faith in Sac6C" 51.
Soctlon a.' abed: No Tudge shah be obi b ° any bond or COW
security a the psrtom w= of any d hs Or tier duties Wound"
ARTICLE W. ANNUAL REPORT TO SHAREHOLDERS
The
1FusAn shall annually submit to Via Public Employers a written report of
the trarsedras of the Retirement 1118t. including financial ceterraft vfwch *4
be certified by independent public accountants drown by the lu tees
ART" VII. DURATION OR AMENDMENT OF RETIREMENT TRUST
Seelon 7.1 WMWraarsis A Public Employer may, at any time will+draw ftm
viis Retirement Trust by delivering to the alicial '"real statement
nt to VWM
OW. The witpod o l Public Employerls Or to the Trmlee d the EmplWW
11"1 shall be paid out to the Public Employer
Tent. as appmpr _
riated
9"AW 7.2 Dutatlon: The Retirement Trust shah ConI'^� ceong omens iota Upon
by the vole d • malo" d the Public" be � � to tne Public Employers
Iscrninatlon, all ol the Trust Property
or the Trustees Of Employer lualk as approprwta
The Retirement lh* may be amended bur the vols
Sa f a alo ty d #drtpubli'ft each "Ong ons vote.
d a rngorrty d the Public Employers,
:action 7.4 Procedure: A resolution 10111 rninals o► amend the Retirement
Tusk Or b rerrrove a Trcates shah be submitted 10 a vote d the Pubic EmPWAM
d the Trustees so direct, Or; (b) a Peia'ce requesting •vote.
It. (a) • muyo"tY a the
signed by not less than 25% d to Public EMPWYers, is submitted
Trustece
ARTICLE VIII. MISCELLANEOUS
Soctlon 6.1 GovwMng Law: Eucept as Othervvse required by stCreateedel atsti be
Or local
Ice. on Declllimil i d TWO and the Retrreme"t frust hereby
construed and regulated by ire laws d the District d Columbia.
See lon 8.2 CwnterWrb: This Declaratwn may be syscuted bel"Public
Employsm and Trustees in two or more coon erpsft each d which shall be
dawned an w9nal but etl at wt ch togetttar shell constitute one and the soma
irntnxnw t
6
PUP
TRUST AGREEMENT WITH
THE ICMA RETIREMENT CORPORATION
AGREEMENT mads by and between the Employer named in the attached raw
kAon and the International City Management Association Retirement Corpora.
eon (herein dW the 'trustee" or "Retirement Corporaaonj, a nonprofit corpora.
Son orgarrasd and existing undo to laws Of to State Of Delawarst for the purpose
Of investing and otherwnss administering the funds ass aside by Employers in
oonnectwn with deterred compensation plans established under section 457 of
tae Intimal Revenue Code of 1954 (the rOdaj This Agreement slaw talcs Mted
Won OOC*Mnte by Mt Trustee Of AS appointment by the Employer to serve
0* Trustee in accordance herewith as set forth in the attached MOLO n.
WHEREAS, the Employer has wabhstad a deterred compensation plan under
Section 457 Of the Cods (Me "Planj:
WHEREAS, in order that there will be sufficlen t funds available fo discharge
the Employer's Contractual obligations under the Plan. the Employer desires to
M aside psnodically amounts equal fo the, amount of compensation deWred;
WHEREAS, to funds set aside, together with any and all assets derived from
Mt Investment thereof, are to be exclimvely within the dominion. Control, and
Ownership of the Employer, and subject to the Employers absolute right of with.
drawal. no amployses hating any uNsrsst whatsoever tare/I;
NOW, THEREFORE, this Agroemen witrmmMh that (a) the Employer *4 pay
maws* fo the Trustee to be placed in dsfemed compensation accounts for the
Employer. (b) the lustee Covenants that N will hold said suns, and any other
funds which it may receive hereunder, in trust for the uses anis purposes and
upon to Mens and CorgMau hwanoW stated. and (C) the partwec hereto agree
as follows:
ARTICLE L GENERAL DUTIES OF THE PARTIES
SeCtlon 1.1 Goners! Duty of the Employer, The Employer ahalt malas regu•
ter PwKx c W rents actual 10 the, amourits Of its employees' Compensation
which are deterred in accordance with the tern* and oondrtroru of the Plan
10 the extant that Much amounts are b be invested under the Trust.
Section 1.2 Gana* Dudes of ow Vuslee: The Trustee slaw hold ON funda
ncerved by it hereunder, which, together with the Income therehom, ahaJl con
smuts the, Trust Funds. k @heti administer this ThM Funds, Collect the income
"red. and make payments tnenehom, aN as hereinafter Provided The Tins•
be st+M also hold aN Trust Funds which are trerulened to It as accenor lusle ,
by His Employer from existing delerred Compensation arrangements with els
Empoyeaa under Plans d@wrt)sd an ae11n 457'd to Coda Such lust Funds
MSN be mubfed 10 all Of the lama and provisions of tis Agreern@nt.
ARTICLE M. POWERS AND DUTIES OF THE TRUSTEE IN INVESTMENT,
ADMINISTRATION, AND DISBURSEMENT OF THE TRUST
FUNDS.
Section 2.1 Marsetmant Powers and Duties o1 the TFuatee: The The•
w stall have to power to invest and remises the Principal and Icorne d
His lust Funds and WISP this Trust Funds Iussted. without dubnction between
Principal and income, in securbes or in o0w property, real or penal, wwha-
a m situated. kCkX ng. but not Martel 1st snicks common or prMe►red, bonds
APPENDIX C
wbrarrent annuity and Insurance POI cies, mortgages, and other evidences of
indMinis dnees or orrra11h1A investrnent Companies, Common or group trust funds.
Or separate and ddlerent types Of funds (including equity, fixed income) which
fulfill requirements of state and local governmental Wawa, prodded, however, that
the Employer may direct investment by the haste@ among available In estmenl
akemativ ll in such proportions se the Employer authorizes It Connection with
ka deterred CCmpsnsetion agrOsm@nts with Its employees. For these Purposes,
Mese lust Fund* may be oornminglad with lust Funds ON aside, by other
Employers pursuant to the terns d the ICMA Retwia neat lust imewriant power*
vssted In the, lualse by the Section may be delegated by the lutes to any bank.
insurance or trust company, or any irtis:xment advim. manager or agent selacted
by it.
Section 2.2 Administrative Powers of the Trustee: The lu tae slaw have
to power in its discretion:
(a) To punohase, or subscribe for, any securities or other properly and to
rstem to same in trust.
(b) To sew, exchange. Canvey, tranelar or otherwnsis dispose of any secure_
Oft Or Char properly held by it. by private Contract, or at pubic auction.
No person dealing with to lust" shall be bound to ase the application
Of the Purchase money or to inquire into to validity, expsdrenq, or propr,.
fly of any such Sale Of other disposition.
(c) To vote upon any stocks. bonds, Or other securities,10 give general at
aPOCNI Proxies or powers of attorney with or without Power of substitution;
to examise any conversion priwteges, subscription rights, or other options,
and to make any payments incidental thereto; to oppose, or 10 Consent to
Or Otherwise participate in, Corporate reorganization* or other Changes aH -
ing corporate securities, and 10 delegate dscret ary Power*, and 10 pay
any assessments or Charges in connection Mfrewith; and generally to axes
ciao any of the Powers Of an owner with resPec:l fo stocks, bonds, securities
Or Othis► property hold as Pmt Of this lust Funds.
(d) To cause any secuntas or other Property hold as pan of the lust Funds
Io be regostemd in sits own nvnR and to told any investments in bearer form.
but the books and records of the Trustee shall at aN times Show that ON such
investments are a part of this lust Funds.
(a) To borrow Or naso money for to Purpose Of the lust in such amount,
and upon such forms and conditions, as the Trustee Shah deem advisable,
and, for any sum oro borrowed, Io N*us its prom iai0fy note as Punas, and
to secure the repayment Mored by pledging all, or any pan. of the Trust
Funds No person tending moray 10 the lustff MSN be bound 10 on the
appNcatron d to moray tont or 10 Inquire KNO its vakdrty, expediency or
Propriety of any such borrowing.
M Tb 1W such Porton of t» lust Funds in cash or.cash balances ore
M@ lust" from oma 10 sunt may doom to be in the best interest of the,
luat Created hereby, wrthaA Nabdaty lir interest thereon.
(g) To accept and retain for such tine as N may deem advisable any @ecus.
lies or Ctha property received oraoctured by k se luatas hareundsi; w how
or not Ouch securities Of other Property would normally be purohesed as
Mmsetmait hereunder
7 .d
(h) lb "alae, sacuM, acknoMAedge, and deliver scary and all doc rnerMs of
trandsr and conveYanca and arty and all oter itatnrnerso that may be
f ace$*" or appropriate 10 carry out the powers hemn granbd.
A To "ft co npronrua or submit 10 arbitration any dainK ''Or
darnages due or owing 10 of from the Trust Funds; 10 connence palts Tor Fulls
Mor *0 or admvWW tics oosadinQt an
in ON suits and Iegal and admirrstrabW proceedings
® lb do all such sus. We ell such proceedings. and emends- M such rights
and Privileges, afthohgh not spwjbrAMy nmrntmorod herein, as the Vustae
mW dean necessary b adrninl W the Trull Furls and 10 carry out the
purposes of this lust.
Seetbn 2.3 Dfstrlbullona flan the TmA Funds: The Employer hereby
appoints the Trustea as ile agent for the purpose of rnaknng distributions from
go Trust Funds. In On regard the Itno and conditiorn cal forth in to Pion
are to guide and control to VL*ft" Power
Section 2.41Mluetwn of Trust Funds: At least arca a yeah as of Valuation
Dates designated by the Trustss. the True" shah determino the value of the
That Funds Assets d the Trust Funds shall be valued at their market value
at the doe of business an the Valuation Date, or in the absence of readily
ascertainable rtorlaat vakres as the Trustee shah determine, in accordance with
methods consistently followed and unliomty applied.
ARTICLE W. FOR PROTECTION OF TRUSTEE
Section 3.1 Evidence of Action by Employer The Trustee may rely L9'
any esrblicate. notice or direction purporting to have been signed on b"
of the Employer which the Trustee believes to have been signed by a duly
dssipnsted ofNdal of the Employer. No wmxntxwcabon" be binding upon
any of the Trust Funds or Trustee until 1haY are received by to Trustee.
Section 3.2 Advice Of Conanael: The Trustee may oonslt with any 10001 Cour?
set with respect b the cordoixtien d this Agreement, is duties hereunder
ar any act. which it proposes to take or onA. and shah not be liable fCr any
action taken or om tbd in good faith pure uwrt to such advice
Sectkm 3.3 Mfeeellaneosra. The Trustee dee use ordinary cane and reason*
bie cmigenca. but dee not be liable Poor any mistake d judgment a other Wt"
Olen in good salt+. The Trustee WeSWWt liable 1101' WW low W01ir'ied by
made good lith and in a000r-
the Trot Funds by reasons d any
dance with to provistons of the Agreement.
The Trusteelt duties and odigotions doe be Nrnited 10 those exprOldY
Imposed upon A by this Agresnent.
ARTICLE IV TAXES, EXPENSES AND COMPENSATION OF TRUSTEE
Section 4.1 bass: The'iustee doe deduct from and chorgs agar the must
Funds any taxes on to Trust Furls or the incmne tiered Or which to True-
tas a m*Ared to pay with respect 10 the interest of any person tereuh.
Section 4.2 Expanses: The Trustee doe deduct from and charge against
the Trust Funds M reasonable wpwvm incurred by to Trines in the adminlo
(ration d the Trust Funds, including omrael. agency. v%ow ant advisory. arhd
cher necessary Mee
ARTICLE V. SETTLEMENT OF ACCOUNTS
The Thasea elle keep accurate and detailed accounts Of all W%MSOT %
receipts, disbursements, and other transactions hereunder.
Within ninety PM days after the doss d each W111 year the Trustee *0 ren
der in dupkcw b to Empkyer an account Of As acts and tnnee tion a as lir►
We herauneW N any pan of ow Thud Fund doe be K%ON d through the mediur
d any cornmon. ooNscive or commingled Trust Furls to kat annual NW
of such Teas Funds dell be subrrwted with and mcorPMW in to account.
N w#mih riraty (!i0) drys atter the mwkg d the a000urt o any emended a000urt
the Employer has not filed with the Trutee notice Of any objactfon to any act
or transaction of the Trustee6 the account or trended account doe becoi
an account stated. 11 any objection has been filed. and A to Employer is let&
fied that it should be withdrawn or if the account is adjusted 10 the Employerta
satisfaction. the Employer shah in writing filed with the Trusties s9n*Y aPirohAl
of the account and A shall baoorro an account Mated.
When an account becomes an account stated. suchOW be linally
Nif such
satusd, and to TAM"" be oompid* discharged n ac decries released, •wart d
account had been "Mw and Mowed by a judgment
competent jurisdiction in an action or proceeding in which the Trustee and the
Employer were parties
The ltusles " have the right 10 apply at any W" tb a 0ourt of competent
juftc ct W for to judicial eamernet of As account•
ARTICLE VI. RESIGNATION AND REMOVAL OF TRUSTEE
Section S.1 Resignation of Thustaa: The Trustee may resign at any tin's
by filing with the Employer its written rMignation. Such magrotion shall take
seed sixty (60) days from to date d Mich Ming and upon appoirione t of
a successor pumAr t b SsCbW 63.. whichever shah fust ooai
Section 8.2 Removal of Tm8tse: The Employer may Wn0W the ltustee
at any tims by delivering to the Trustee a written notice d is removal end an
appointment of a successor Pursuant 10 Section 63. Such removel shah not
Mks affect prior b a* (60) days from such dakv unless the Trustee agrees
ID an caber aNsctive dsts.
Section 6.3 Appointment of Suxesea llustee: The appointment of a
successor 10 the Trustee shah take of upon the delivery to the Trustee of
(a) an iratruncsnt in writing eusauied by the Employer aPPc irwng such sur.
osasm and a>oneratinp such successor, from kab ft for to MGs and orris-
Wra of M predecessor and (b) an acceptance in writing. iWism"d by such
suoosaso►
AN of the provisions art toll herein with respect 10 the Trustee shill ►elate
b each successor with the rams force and ettect as it such successor had
been originally named as Trustee hersunder.
N a successor a not appointed within sixty (60) days after the Truster gives
notice of its resignation pursuanl to Section tit.. the Truster may apply ID all
court of ownpotert jurisdiction for appointment of a suCcessoc
Section 8.4 Transfer of Funds to Successor. Upon the resignation or
wrrwrel d the Truster and appointment of a succes m and after the fuel
aocourt d the Trustee has been property sealed. the lust" "trandw and
deliver any d the Trust Funds involved to such Muooeseoc
ARTICLE VII. DURATION AND REVOCATION OF TRUST AGREEMENT
Section 7.1 Duration and Revocation: This Trust shah continue for Mich
time as may be, necessary to accomplish the purpose for which A was created
but rW be terminated or revoked at any time by the Employer as A relates
to any andlor all rotated participating Employees Written notice of such ter i -
nation or revocation shill be given b the Trustee by to EmOoyer. Upon Ma
mination or revocation d the Trust. aN d the assets thersol doe return to and
revers to the Employer. Trrmination d this Trull" not, however, relieve the
Employer d the Employrrt continuing obligation to pay deferred oompsnsa-
tion to Employees in socordance with to tern of the Plan.
Section 7.2 Amendment: The Empkyer shah have the right to amend this
Agrosrnent in whole and in pan but only with the Trusteelt written ooraert-
Any such amondrrhert shaft become affective upon (a) delivery to the Trustee
of a written indnrnent of amendment, and (b) to wKkw rtont by the Trus-
ts on such instrument of cls consent t creta
ARTICLE Vlll. MISCELLANEOUS
Set:tion 8.1 Laws of the DhArld of Columbls Ito Govern: This Agree-
mart and to Trust hareW crossed " be construed and regulated by the
taws d to District of Columbia.
Section 8.2 Successor Employers: Tho Employer doe include any Par'
son who succeeds to Employer and who thereby bacomss sublet 10 the
W*gdioca of the Employer under to Plan.
Section 8.3 Withdrawals: The Employer may. M any time, and from tiro 10
liana withdrew a portion or aN d Trust Funds created by this Agroerronl.
Swoon 8.4 Gondar and Nsrmber The mascu lim inokuda to lsminine and
the singular includes to plural unless to ConitQ requires another moaning -
DEFERRED
COMPENSATION
PLAN
ADOPTION
PACKAGE
Sample Resolution
File Information Sheet
Appendix A
Appendix 6
Appendix C
ICMA
RETIREMENT
CORPORATION
a3
PLAN
ADOPTION
PACKAG E
The Materials
All the materials needed for adopting your deferred compen-
sation plan are erx*Osed, including:
1. Sample Resolution:
The employer's governing body must pass a resolution to
formally adopt a deferred compensation plan. All other
enclosed documents are appendices to this resolution.
• Local procedures and customs frequently require modifi-
cation of the resolution's format. RC will accept a modified
resolution if the essence of the resolution remains
unchanged.
god. for plan coordination
• The title d the person responsible
should be included in the resolution. This person will
receive reports, notices, and other correspondence from
FIG Internally, you may administer the plan in any way you
choose. h is common for both personnel and finance
departments to be invdved; in some cases, employers
appoint committees to establish policies for the plan while
administration is carried out elsewhere. However, one offi-
cial must be named as the plan coordinator to receive all
RC documents.
2. File Information Sheet: in body action, but lt is
This form does not require governing
necessary that we have this information in order to ade-
quately serve you.
3. Appendix A to the Resolution:
This is our deferred compensation plan. it has been
prepared to provide the most liberal plan allowed under fed-
eral law. Occasionally an employer makes minor additions
to the plan. If you choose to make additions, we ask that
you discuss the changes with us first. Minor changes made
for internal administrative ease usually present no problems,
although we normally advise you to resolve such issues in
separate administrative guidelines or in your personnel policy.
Substantive changes should be avoided Internthe al Rev-
lan is
an exact copy of the provisions approved by
the enue Service.
4. Appendix B to the Resolution:
The ICMA Retirement Trust is the representative body that
appoints the Retirement Corporation as its administrator,
appoints the auditors, reviews RC's performance, monitors
investment goals and objectives, and makes recommenda-
tions concerning policies and procedures. The Declaration
d Trust for the ICMA Retirement Trust joins you with other
public employers who participate in the program. h gives
you voting rights for electing trustees and establishes the
eligibility of your employees to serve as trustees.
5. Appendix C to the Resolutionare executing a Trust Agree-
menta participating employer, you
with the Retirement Corporation which establishes RC's
fiduciary and other duties to you and your participating
employees.
a& -for Plan Adoptlon
ps
1. Prepare the resolution with the three appendices for govem-
Ing body approval. Be sure that the full legal title of your unit
of government or organization is filled in at the top of the
first page of Appendix A. the Deferred Compensation Plan.
2. After obtaining governing body approval, the approp"ate offi-
cial (city or county clerk, secretary, etc.) must certify that the
resolution has been duly approved.
3. Complete the File Information Sheet.
4. Remove the copies from the booklet, and mail the original
copy of the Resolution and the File Information Sheet to:
ICMA Retirement Corporation
1120 G Street, N.W.
Suite 700
Washington, D.C. 20005
5. Retain copies of material for your files.
6 . We will review the documents and send you a Notice of Plan
Acceptance along with employee enrollment materials. If you
have any questions, please contact our Participant Services
staff toll-free at 800-424-9249.
SUGGESTED RESOLUTION FOR A LEGISLATIVE BODY
TO ESTABLISH A DEFERRED COMPENSATION PLAN
RESOLUTION OF
WHEREAS, the Employer has employees rendering valuable services; and
('EmPloyerl.
WHEREAS, the establishment of a deferred compensation plan for such employees will serve the interests of the
Employer by enabling it to provide reasonable retirement security for its employees, by providing increased flexibility
in its Personnel management system, and by assisting in the attraction and retention of competent personnel; and
WHEREAS, the Employer has determined that the establishment of a deferred compensation plan to be administered
by the ICMA Retirement Corporation will serve the above objectives, and
WHEREAS, the Employer desires that the investment of funds held under its deferred compensation plan be
administered by the ICMA Retirement Corporation, as Trustees with the understanding that such funds will be held
by the ICMA Retirement Trust, a trust established by public employers for the purpose of representing the interests
of such employers with respect to the collective investment of funds held under their deferred compensation plans:
NOW THEREFORE BE IT RESOLVED that the Employer adopts the deferred compensation plan, attached hereto
as Appendix A, and appoints the ICMA Retirement Corporation to serve as Administrator thereunder; and
BE IT FURTHER RESOLVED that the Employer hereby executes the ICMA Retirement Trust, attached hereto as
Appendix B; and
BE IT FURTHER RESOLVED that the Employer hereby adopts the trust agreement, attached hereto as Appendix
C, and appoints the ICMA Retirement Corporation as Trustee thereunder, and directs the ICMA Retirement Corpora-
tion, as Trustee, to invest all funds held under the deferred compensation plan through the ICMA Retirement Trust
as soon as is practicable; and
BE IT FURTHER RESOLVED that the (use title of official, not name)
shall be the coordinator for this program and shall receive necessary reports, notices, eta from the ICMA Retire-
ment Corporation as Administrator, and shall cast, on behalf of the Employer, any required votes under the program.
Administrative duties to carry out the plan may be assigned to the appropriate departments.
I' Clerk of the (City, County, eta)
of
(Council Member, Trustee, etcdo hereby certify that the foregoing resolution, proposed by
.) of
in the (Council, Board, etc.) of the (City, County, eta) of was duly passed and adopted
at a regular meeting thereof assembled this day of 19_, by the following vote:
AYES:
NAYS:
ABSENT:
(SEAL)
cknk of the (city, couft so,—)
0,1'
ICMA
RETIREMENT
CORPORATION
Suite 700 (202) 637.3311
1120 G Street, NW Toll Free (800) 424.9249
waslunpton. DC 20005
FILE INFORMATION SHEET
The information you provide on this sheet is essential for proper plan administration. As you complete this
form, please refer to the instructions on the reverse side.
1. Employer's full name (City of, County of, etc.)
2. Plan Coordinator (Name and title of official to whom all correspondence and reports are to be mailed)
3. Employer's address
(StreM. P. Q Box. .+e )
ac�r) •t Wa code)
4. Phone number
5. Employer's Federal Tax Identification Number
6. How often will you make contributions?
7. What is the first pay date of plan implementatiorf?
S. Number of employees eligible to participate
9. Total number of employees
INSTRUCTIONS
1. Employer+' nava Please provide the full named
the organization.
2. Plan Coordinator. This official is designated in the
resdution as the person who will receive all cor.
respondence Iiterature6 reports, and financial irtfor-
mation from RC.
3. Address Please give the address RC should use
to mail account statements, reports, literature, etc.
4. Phone number. The Plan Coordinator's phone
number should be provided.
5. EmploWt Federal Tax Identification Number This
is the number the Internal Revenue Service has 7.
assigned to you for the purpose of federal tax
reporting. It is the same number appearing on your
federal withholding reports, federal *2 forms, and
Social Security reports.
6. Contribution frequency. You should make contri-
butions so they can be standardized to equal pay-
ments. (Corrections for rounding may. be made
periodically.) Our experience has been that
employers find it convenient to make contributions
each Payday or every other payday. We are able
to handle contributions at these intervals:
a. Weekly
b. Biweekly (every 2 weeks)
a Semimonthly (twice each month; use only if your
payday is twice each month)
d. Monthly (do not use H your payday is weekly
or biweekly) .
a Every 4 weeks (use H your payday is every 4
weeks or every 2 weeks)
f. Ouarterly
g. Semiannually
h. Annually
Earnings may be affected H contributions are made
less frequently than payroll deductions. If deducted
funds are accumulated by the employer over a
number of pay periods before being contributed,
employees' deferred compensation account earn-
ings will accrue at a slower rata
First p4l4ate of plan Implementation. This is to
establish timing for our computer program which
Prepares contribution statements for you. H you can.
not estimate when the first employees will actually
enroll, leave this blank. You will receive a blank con.
tribution statement with your plan acceptance pack
age, When you are ready to send the first contri-
bution, use this blank form and indicate the next
contribution date on the form.
8. Employees eligible to partidppata This applies espe•
dally to those employers whose plan restricts par-
ticipation to certain employees or groups of
employees.
9. Total number d w# yees Give approximate num-
ber of current employees of the municipality.
)�17
("EMPLOYER')
DEFERRED COMPENSATION PLAN
ARTICLE 1. INTRODUCTION
71hs Erthpoyar thereby sslabkdhss " Employer's
Deterred Compo mMw Plan.
herainsfler rslarrod to as the flan." The Pian consists Of the Pivristorts sat forth
in this documert
The Primary purpose d this Plan is to provide retirement income and other
deterred benefls to the Employees of the Empl%W in 11000rdan0a with the Pro-
visions of section 457 of the Wasrnsl Rewiva Cods of 1954, ss amended.
This Plan elan be an agreament solely between the Employer and perticipat-
ing Empioyeea
ARTICLE I. DEFINITIONS
Section 2.01 Account: The bookkeeping account maintained for each Par-
ticipant reflecting the axnulabvs amount d the Partbpart's Deferred Cort
pereabon, including any Income, gains, kesea or increases or decreases in
market vela attributable to the Empioyart irrestrien t of the Parbapant's
Detered Comperrepo>, and hffther rollecting any disbibctoos b the Par il" t
or the Parti iparxti BWWkery and any lass or expenses charged against such
Participant's Deterred Compensation.
Section 2.02 AdmIn atrator: The person Of PWWM named to carry out 0oa
twin rwndcscretionary administrative luncttorw under the Plan, as heranaKer
described. The Employer may remove any Person as Administrator upon 130
days' advance notice in writing to wch Person. In which case the Employer
elan name another person or Persons to act as Administrator The Adminis-
betor may nmgn upon 60 days' advance rmatice in writing to the Employer
in which case the Employer shall name another parson or Persons to act as
Administrator
Section 2.02 Senef clary.. The pecan or Persons designated by toe Par-
bapant in he Joinder Agreement who shut race," any benefits payable faro'
under in the avert Of iia Participant's death.
Section 2.04 Def red Compensation: The amount of Normal Compensa-
tor othharw a pMble to the Participant which the Parliapart and the Employer
nwhAlly agree to defer tarounc* any artwunt credited to a Participant's
Ao =o by reason of a haroW under Sailor &M or any other anw nit which
the Empl%W agrees to credit to a Parbapant's Acoount.
Section 2.05 Employee: Any individual who fxa^d" aarvices ler the
EmpkW whenher as an employee of the Employer or ss an independent conr
tractor, and who has been designated by this Employer as eligible to Partici-
pato in the Plan.
Secdor 2116 WwWblo C ntperwtion: The amount d an Employsda corn -
persabon hem the Employer for a taxable yaw that is attributable to sarvwes
petbred for"Emdoyer and vat is riclix . into Empoyea'S gran 111001 0
ler the taxable yearfor taderal kroora Isx purpoasa such tarts does not include
any amount wroludabls from grass lncomo under to Plan or any cow plan
described in section 457(b) d the Intamal Revenue Coda. any amount a ckid-
able from gross incormie under aootion 409(b) d tte intent Reverxio Coda
or any other amount eerdudable ftm pries mains ler federal income tax Pur-
posss. Mdudibfe Compensation shall be determined without regard to any
oorwmllxwty propwty laws.
APPENDIX A
Section 2.07 Joinder Apteortont: An agreament antered into between an
Employee and the Employer, irwluding any 110"Ondments or modifications
themed. Shxvm agm~"lix to enmount of Deland CwVwsattm. apaafy
a pratsrence among the mves meat alternatives designated by the Employer
designate the Employea's Beneficiary or Beneficiaries. and incorporate the
tsima condibos, and provisions of the Plan by referenda
Section 2.0S Normal Cgmpenwtlon: The amount of compansaoon'td'ich
would be payable to a Participant by the Employer for a taxable yser it no
Joinder Agreement were in effect to defer oornp~lon under this Plan.
Section 2.09 Normal Ratiretneint Apo: -Age M unless the Participant has
elected an allarnste Normal Retirement Age by written irhel"nant delivered
to the Administrator prior 10 Separation hon Serves A Participant's Normal
Rebremsn t Age detemltres (a) the latest we when benefits may commOn011
ploymart after Normal
under this Plan (artless the participantng which a pant may �km the
Retiromar+t Ape), and (b) the Periodduring
arch -up limitation d Section 5.02 hereunder Once a Participant has to any
maent utilized the cosh -W Nrtwtation of Section SM. his Normal Retirement
Age may not be changed.
A Participant's altemate Normal Retirement Age may not be earlier than the
earliest data that 94 Participant will become eligible to retire and rstxive
unisduoed retirement benefits under the Employer's basic retiffln it Plan cover-
ing the Participant and may not be later than the date the Participant attains
age 7a if a participant continuos employment after attaining age 70. net hav-
ing previously elected an skernate Normal Retirement lute. the Participant's
alternate Normal Rebrement Ape shut not be later than the mandatory robre-
ymarN age. if any, established by the Employer or the age at which the Par-
Ocipant actually separates from serum if the Employer has no mandatory retire•
mant age. If the participant win not become eligible to receive benefits under
a basic retirement pan maintained by the Employer the Participant's akemate
Normal Rshmnaij Age may net be oerker than attainment of age 55 and may
not be later than the attainment of We 70.
Soctlon 2.10 Participant: Any Etmpof'ee'"'ho has i0ined the Plan pursuant
to the requirements of Article IV.
Section 2.11 flan war: The calendar year
Section 2.12 Retinemet>t: The fast date upon which both e folloMng
service and
aha^ have occurred with respect to a Partr*ant: Separation
amnxnart d age 65.
Section 2.13 pparatlon h0m Softie: Severance d the Participant's
employment with the Employer which corms k#" a ''separation from servicd
within the meaning d eaction 402 (a) 4 (A) (0) d the Internal Revenue Cole.
In general, a Pant "it shall be deemed to haus severed his employment
with the Employer for Wposss d this Plan when, in accordance with the OdBt>
lished prscbcm d the Employer the emplonnen't f"Wehp is considered
to have actually tsrdnatad• in the can d a iarttapant who is an indspsn•
dant oonttactw d the Employer Sepanaftort h0m Sovwo shall be deemed
ID have occurred when chic participant's contract under which asnAces are per
brined has Completely expired and terram"d, two a no breseeabla Por
ability that the Employer will renew the contract or anfer into a new contrail
ler go Participant's owvicaa and it is net anticipated that to Participant will
bacons an Employee d the Employoc
0
ARTICLE M. ADMINISTRATION
SOetion 5.01 Duties of Employer. The Employer Shah have the st*wily
b melee M d sw6bwwY de www sftc bin the nghls or txtnmesls d Partcipgra
which may be required in the mon of Ila Pian,
Section 3.02 Duties of Administrator: The Adn**WSW as agent for the
Employw shall perform nondacreaonary administrative functions in eonahso-
Non with the Plan, inck,ding the mOintenance d Partidpanls' Aocounia. the
PmvWm Of periodic reports on the Status of each Account and the disburse,
mat d ' slits on behalf of the Employer b aeeordwoe with the pavane
of this Plan.
ARTICLE N. PARMPATION IN THE PLAN
Section 4.01 Initial participation: An Employ" may became a Participant
by wftn0 int a Joinder Agreement Prior b t» beginning of the calendar
month in which the Joinder Agreement is fo become of scbw fo defer comes
peroration not yet earned.
Section 4.02 Amendment of Joinder Agreement: A Participant may
Omand an Ma*eutad Joinder Agreement to charge the amount of compenea-
ton not yet earmsd which is fo be deferred (Including On reduction of such
future r1m imW fo aero) err to change this kwast nsnt palsrwm (subject b such
restncbm a may recap from the nature or Own of any irnestmsnt made
by the Employer). Such amendment shall become effective as of the begin.
ring of the calendar *north commencing after t a date the anehdmar t is
executed. A Participant moray at any lima amend his Joinder Agreement to
Change the designated Benepaary, and Such SMermdmet chap become affeo-
lire irrarrhefi maty.
ARTICLE V. LIMITATIONS OF DEFERRALS
Section 5.01 Normal Limitation: Except as provided in Section 502. the
maximmxn amount of Deferred Compensation for any Participant for any taxa•
ble year *hall not exceed the lessor of 57,soo.00 or 33% percent of the Par-
lopart's Includible ComperNebon for the tamable you This Mrnitabon vA omfiriop
NY be equivalent b the Isssor of 57,500.00 or 25 percent of the Partiaparts
Normal Compo esticM
Section 5.02 Catch-up Limitation: For each d the lad three (3) taxable
years of a Pwbeapant ending before his attainment d Normal Retirement Aga
VW maxiMurn amount of Deferred Compensation *nap be the lessor of
(1) 515.000 or (2) the sum dn the Normal Limitation for the taxable yew and
(0) that porton of the Normal Limitation for each of the prior taxable yews d
tiro Parbcipart commencing after 1978 during which the Plan was in existence
compensation (if any) defend under the plan was subtest to the Imitations
M forth in section 501, and the Participant was eligible to participate in the
Plan (or M any @the pian established under sedan 457 of the Internal Revs
nus Cod@ by an employer watxn the same State as the Employer) in access
of the amount of Deferred Compensation for each Sudor prior taxable year
(Including amouxes deferred under a ich other plan). Foe PUMoM of than Section
502, a Participant's Includable Compaxagon for the curet taxable YM shall
be deemed b o ""' ' Ory Debre* C,ompensetion for the tuwbfe year in excess
Of tiro amount Permitted under the Normal Limlmton, and tat@ Participant's
khdudible C rows m for any prior taxable yaw shall be downed b siduds
any amount that could home been deferred under the Normal Limitation for
such prior taxable y@K
Section 5.03 Section 403(b) Annuities: For paxpoees of sections Sol and
502, wncurts contributed by the Employer an behalf of a PartaciPam for the
Purchase of an annuity contract described in Section 403(b) of to trammel
Revernw Code Shap be treated as N Such mmourts oor*btubd DObrred Cam►
pwnation under this Plan for the taxable year in which the contribution was
IMSCID d Steal thereby 1 reduce tate maximum amhat amount tmay be d@brred
for Such
ARTICLE Vi. INVESTMENTS AND ACCOUNT VALUES
Section 0.01 hwaabnsrtt of Dela CompsraOtIM: AN hat isel mmenb of
PoticiPa"It Delerrod CamPsrMOM made by the Emplo aw including all pro[*
arty mid n" Pwdhesdd wwilh Such amounts and M income altrmbulad@ twom
Shap be the sols Property of the Employe and Shall not be held in trust for
PwbmParts Or es Odlateral security for the fulfillment of the Employer's oblige.
tions under" Plan. Such property Shall be subject to the claims of general
I I An of the Emplqw and no Participar f or Bendiciary Shah have any vs ad
kteres or secured or preferred petition with romped fo Such property or how
any claim against the Employer socept as a general orede0h
Section 0.02 Crediting of Accounts: The Participant's Account chap reflect
this amount and value Of tiro hnaestmenb Or atmer property obtained by the
Employer through th@ hwaslment Of to Partiapat's Deferred Comperraatiom
It to anticipated that the Employer's Investments with rsepec fo a panicipsni
will oonlorm to the hhmestment preference specified in the Pwticipart's Joinder
Agr@WYIWC but nothing herein Shap be mnhstrued to require the Employer b
MOND any Particular rwast me t of a Partoipent's Debmed C,ompensaton. Each
' Paidparrl SIM receive periodic rapoAa not lets frequently than arwhuaNy, show
kmg t» then -current wales of his Account.
Section 5.03 llanalara: A trender we be aoo*Md from an eligible State
deferred compensation Plan maintained by another employee and oredhled
b a Participant's Account under this Pian. The Employer may require such
documentation from the predecessor plan as It deems necessary to ~u -
On the trans*. fo confirm that such plan is or eligible State delemd com.
ponestion pian within the meaning of @action 457 of the Mend Revaxu Cods,
and to assure that transers are proaded for Under such plan. Any such Iran►
fsrrod amount Shap not be treated as a deferral subject to tha Nmkg*m d
Article V. emaoept that, for purposes of applying the limitations of Section 501
and 502, an amount deferred during any taxable yea under the plan from
which the Ianafer is accepted shall be treated as If it had been deferred under
Oft Plan during Such taxable yaw and comperaation pad by the tri. Wool
employer chap be treated as if it had been paid by the Emplgw
Sectlon 0.04 Employer Liability: In no event shall the Employar% liability
fo pay behepb to a Participant under Article VI , - m , the value of the amounts
wOdW b the ParbaPanta Account the Employer shall not be Rade for base
arcing from depreciation or Shrinkage in the value of any irkesmenb acquired
under this Plan.
ARTICLE VII. SMEFITS
Section 7.01 Retirement Sensfits and Election on Separation from
Servlos: Except as otherwise provided in this Article VII, the distribution of
a Participart's Account snap commence during the second calendar morth
after the does of the Plan Year of the Participant% Retirement, and the don -
bunion of Rich Retirement benefits Shap be made to accordance with one of
the Payment options descnbed in Section 7.02 Notwithstanding the forego -
Ing. the Participant may irrevocably elect within 80 days following Separation
from Service to have the distribution of bdnefts commence On a data other
than that described in the preceding Sentence which is at least 80 days after
the date such election is delivered in writing to the Employer and forwarded
to to Administrator but not later than 80 days after the dose Of the Plan Year
of the Partcipant's attainment d Normal Retirement Age or Separation from
Service whichever is later
Section 7.02 Payment options: As powided in Sedioru 7.01 and 7.05, •
Psn'dpant may died to have the value of has Account distributed in aocor-
dame with one of the following payment opborvi, provaddd that Such Option
IS Wisisle t with the pmitabons set forth in Section 7.03:
(a) Equal monthly, Quarterly. samti annual or annual paymerte in an amount
Chosen by the Participant, continuing until his Account b exhausted:
(b) One lump sum payment;
(c) APP^oximatey, equal mora ft quay. samiwnoul or annul pay. w%
eakxnlated fo continue for a period chosen by the Participant.
(CO Paymetxt equal fo Payments made by the issuer of a retirement annuity
Ply acquired by the Employer;
(i
payment cow elected by the PaMdpaN and agreed to by
the EMPICIYK
A Participant's election of a payment option mud be made at leaf 30 days
before the Payment d benafab is socommence, t a Participant isle b mala,
a timhaly election Of a payment option. bahefib Shah be paid monthly under
option (e) above for a period d Nva yews.
Section 703 Limltatlon on Options: No payment option may be selected
by the ParbcOW under Section 702 unless the present sous of the psymerts
to the Participant. det@nrnnsd es d the date bwWft com menca exceeds 5o
percont Of the value d int Partcipant's Account as of the date bone is
4
cornmana. Pmawd vathue determinations under this Section shell be made
by Mn Administrator in associative with the a pealed return rrhLkrplea eel 400
in section 1.72.8 d the Federal income Tax Reguistiors (or any successor grit
vision to such regulations).
good" 7.04 Pec-rearemant Death Benenta: Should Mss Pvtopot do
afien h o hw begun toreceive batch' under a payment option• Mn remaining
payments, N any, under the payment option alas be payable to the PaAici•
part's Beneficiary commencing within the 94deY period commei cog with
the 31st day after Mn Participant's death, unless the Beneficiary elects pay -
mart under a dirwo payment option within 30 days of the Participant's dssth.
In no avant sial the Employer or Adrtrnistrator be liable to the Beneficiary
ler Mn amount d any payment made in this name of the Participant' before
the Adrtwrttreow mooves prod of death of the Participant. Notwithstanding
Mn foregoing. payments fo a Bsnsfidary shall not extend over a period forger
than A) the Bendiciery's Me excpectancy N the Beneficiary is the Par is ipant's
spouse or (i) fiRsen (15) Years N the Ben -loiM is not the Participant'sspousa
N no Beneficiary is designated in the Joinder Agreement, or N the designated
Beneficiary does riot sunivs the Participant ler a period of Olsen (15) days,
Mien Mn oarsrxuted value d cry rerrairing poyrnorts under Mn peymsnt option
shah be paid in a lump puri Io the estate Of the Participant. N Mn designated
Beneficiary survives the Part spent ler a period of fifteen (15) days, but doe.
not continue fo five ler Mn remaining period of payments under the payment
option (a modified, N necessary, in conformity with the third sentence of this
section), Mtn the commuted value d any remaining payments under the Pay
mart option shah be paid in a lump Bran b the estate of Mn Beneficiary.
Bo~ 7.06 Pre.rstin m mt Death Benaflts: Should the Participant do
belore he has begun to receive the benefts provided by Section 701, the value
d the Participant's Account shall be payable to the Beneficiary commencing
within the 30 -day period commencing on the gist day after the Participant's
death. unless the Beneficiary elects a different benefit commencement date
within the 80 days of the Participant's death. Such benefits still be paid in
approximately, equal annual instatirriwa over five years, or over such shorter
period as may be necessary b assure Meat the amount d any annual instaW
mentis not loss Man i3= unless the Beneficiary elects a different payment
option within 110 days of the Participart's death. Notwithstanding the forego -
kg, bw *6 paid b a Bwwhciary under this Section may oomvrhence no earlier
than the 01st day after the Participant's death and no later than 60 days after
to later of the claw of the Plan liber in which the Participant attained or would
have attained Normal Retirement Age or the dose Of the Plan Year in which
the participant separated from service. A Beneficiary who may sled a pay-
ment
ayment option pursuant to the provisions d the preceding sentence shah be
Vested a N ho were a Participant ler purposes of determining the payment
aptiorhs avwWft under S*cbon 702; provided, however Mat the payment option
chosen by the Beneficiary must provide for paymenls to the Beneficiary over
a period no longer than Mn life expectancy, of the Beneficiary N the Senefid-
cry is the Participant'sspouas and must provide ler payments over a period
not in eceoa d *Roan (15) yam N the Beneficiary is not the Participant'sspane.
Section 7.06 Unforasseable EmoWncfsa: M the event an urbroseeable
emergency occurs, a Participant may apply to the Employer to '"NO tent
part of Mn value of his account that is roaaorady needed to satiety the emer-
Osrx'Y need. N such an application is approved by to Employer, the Participant
thea be paid only such amount a the Employer deems necessary 10 meal
the emsrgerhey need, but payment shell not be made to the extent that Me
flan d hard" may, be relieved through cessation of deferral under the Plan,
inwranoe or Other reimbursertent. or liquidation of other assets to the extent
such liquidation would not bell, case severe financial hardship An unionism
able amorge cy shaft be deemed to, invdve only a cumsianas d seven
financial hardship to to Participant resulting from a sudden and unexpwW
filn.ss accident or disability of the Participant or of a dependent (as defined in
section 152(a) of the Ivernal Revenue Code) d the Participant. Ioss d the Per-
YcipentY property alis p casualty, or other similar and adraordinary unkws@s♦
able circumstances arising as a rswlt of events beyond the control d the Par-
Wpart. The need to a" a ParWpart's child b collage or 10 purchase a now
home shoes not be considered unforeseeable emergencies. The determination
as to whether such an unforeseeable *YwgenoY coasts alas be based on to
merits of each individual caw.
ARTICLE VIII. NON-ASS"B#LITY
No Participant or Bsnefiri r�_ I have any right to commute sat, assign,
pledge, transfer or Otherwise or encumber the right b receive any Pay
menta hersundet; which psyLnw a rights aro expressly declared b be non-
assignable
al -assignable and nondrarsterable.
ARTICLE IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT
AGREEMENTS
This Plan serves in addition fo any other retirement, pension. or benefit plan
or system presently in wAtence or hereinafter established ler Mn benefit of the
Employer's employees. and participation hereunder shat not affect bon" mow
ads under any such plan or system. Nothing contained in Mrs Plan shall be
downed to constitute an employment contract or agmament between any Par-
ticipant and the Employer or to give cry Participant the right b be retained In
tel employ of the Employer. Nor alas anythirg heroin be construed to modify
the temp of any employment contract or agreement between a Participant and
the Employer.
ARTICLE X. AMENDMENT OR TERMINATION OF PLAN
The Employer may at any time amend this Plan provided that it transmits such
amendment in writing to the Administrator at least 30 days prior to the effective
date of to amendment. The consent of the Administrator shall not be required
in order for such amendment to become affective, but the Administrator shall
be under no obligation to continue acting as Administrator hereunder N it disap-
proves of such amendment. The Employer may at ary time terminate this Plan.
The Administrator may at any time propose an amendment to the Plan by an
instrument in writing trarsnrded to the Employer at least 30 days before the alba
Ove date of the amendment. Such arnendrnent shall become effective unless.
within such 3D -day period, the Employer notifies the Administrator in writing that
fi disapproves such amendment. in which cue such amendment shaft not become
affective. M the avert of such disapproval. the Administrator alar be under no
obligation to continue acting as Administrator hereunder
No amendment or termination of the Plan sthell divest any Participant of any
rights with respect fo compensation deferred before the date of the amendment
or termination.
ARTICLE XI. APPLICABLE LAW
This Plan shall be construed under the laws of the state where the Employer
is located and is established with the intent that it meet the requirements of an
Wobie Slate deferred compensation plan• under section 457 of the Internal Rev -
an ue Code of 1854, as amended. The provisions of this Plan shall be interpreted
wherever possible in conformity with the requirements d that section.
ARTICLE X11. GENDER AND NUMBER
The masculine pronoun, whenever Lead herein, stmt include the bff*** pro-
noun, and Mn singular shall include the plural, swept where the context requires
otherwise
Vi
DECLARATION OF TRUST
OF
ICMA RETIREMENT TRUST
ARTICLE L NAME AND DEFINITION$
Section 1.1 Name: The Name Of the lhut crested hereby lathe ICMA Retire-
ment Tint.
$salon 1.2 DofMltlone: Whenever they aro used herein. tis following terms
Shelf haw the following respective maaninpr
(a) BY -Lawn The Bylaws referred to in Section 4.1 horst, es amended from
time to One.
(b) Deterred Compensation Plan. A deferred compensation flan established
and maintained by a Public Employer for the purpose of providing rotire.
meet income and other deterred benefit b is empbyeee in accordance
with the Provisions of section 457 of the Internal Revenue Code of 199.
as amended.
(C) Guaranteed IniisMrwnt Contract. A contract entered into by the ReOre-
Ment Trust with insurance companies that proadss lir • guaranteed raja
of return on w*vwrnuht made pursuant b such oontract.
(d) ICMA. The International City Mandigenhent Association.
(e) ICMA/RC Vueleea Those ludsss elected by ihs Pubic Employers whq
in accordance with the Prornaions of Section at(a) twrod, aro also mem.
bers d the Board Of Dreotore of ICMA or RC.
(11 Investment Adviser The Investment Adviser that enters into a contract
with this Retirement 11,11111110 provide advice with respect to innwatrwrit d
to lust Property.
(p) Employe( lh*. A trust created pursuant Io an agreement between RC
and a Public Employer for the purpose of investing and administering the
funds ON &aide by such employer in correction with 4 deterred oompen.
tstion agreement with its employee:.
(h) Portfoios. The Portfolios Of Wws*rwnt established by to inn oidnvent
Adwaar lo this Retirement lust, under the supervision of the Trustees, lir
tis Purpow d Providing investments for the lout Property.
m Pubic Employes Illusion Than lhutees abcbd by the Public Employers
%ft in Adana with the provisions d Section al(s) here", are tuWtrns
WnOc sea d Public Employsm
® Public Employer: A unit of state or focal government, or any agency or
kWft rwrsalftY thued, to hes adopted a Deforest Campuhsstion Plan and
has oscuted tis Declaration d Trust.
(q M The Interratlorwi City Management Association Ratirnrwnt Corpo.
raborh.
M Retirement lour. The Thur created by tris Declaration d lout.
(n) Trust Property, The amounts held in fie Retive met Ili M on behalf of
010 Public Employers, The 1ho Property " moluds Ing from ilia wws*nw t d amouxm so held.any rnc�orrhe resuit
(n) lFustest. The Public Employee Trustees and ICMAIRC fiataes sbcted
by the Public Employers to Suva as mambers d 1st Soud of ltuatees of
tho Rairement lhat.
4
APPENDIX 8
ARTICLE N. CREATION AND PURPOSE OF THE TRUST, OWNERSHIP
OF TRUST PROPERTY
$action 2.1 Cma&m: The Retirement lhut is weajad and established by
the execution of On Declaration of lhut by the Trustees and the Participating
Public Employers.
Section 2.2 Purpose: The Purpose of the Rebrorhuht lhm is to provide lir
the commingled irniestmere of funds held by the Public Employers in oonnec•
lin with thea Debrred ComPsrwhon Plana Tho lihut Property Miall be wwatead
in the Port OhM in Guaranteed irws*rwnt Contracts, and in other in ewriorit
recommended by the InwMnwnt Advisor under the supervision of the Board
of Trustam
Section 2.2 Ownership of Trust Property: The Trustees Map haw legal
title b the first Property. The Public Employers Shap be the beneficial owners
of the Taut Property.
ARTICLE ul. TRUSTEES
Section 3.1 Number and Qualification of Trustees.
(a) The Board Of Trustees Mop consist of nine Trustees Five of the Trustees
IW be KA -time employees Of a Pudic Employer (Mw Pudic Employee
Trustees) who aro authorized by such Public Employer to serve as Trustee.
The remaining four Trusts" Mall cO wist Of two persons who, at the tine of
election to the Board of Trustees, are members of the Board d Drectors d
ICMA and two persona who, at the time of slectien, aro members of the Board
of Directors of RC (the ICMAIRC Tnutees). One of the Trustees who is a director
of ICMA, and one of the Trustees who is a director of RC, Mall, at this tans
of election, be full-time ornpioyeea of a Public Employer.
(b) No person may serve as a Trustee for more than one term in any ten-year
period.
Section 2.2 Election and lbrm.
(a) Except for the hostess appointed to Alf vacancies pursuant to Section 3L5
hared, tis Trustees Meq be elected by a vote of a majority d the Public
Employers In accordance with the procedures set forth in the Bylaws.
(b) At this first election Of lhutees, three fiutesa Shell be elected for a term
of three years, three Trustees Shap be elected lir a tern at two years and three
liu$tmw Shall be elected for a term d one year At each subsequent election,
three lfustum Shap be elected for a term of three years and until his or her
acrocsotor is elected and qualified.
Section 3.3 Nominations: The lhutees who are sup -tine employees d Pubic
Employers Mall cava as the Nominating Corrnittes for the Pubic Employes
lu+stex The Nominating Co n*Me oust dw000 condidetss for Public Employee
fiutees In accordance with the procedures as forth in the ByLawa
Section 2.4 ftWQnation end Remount.
(a) Any Thujas may resign a Trustee (without need lir prior or subsequent
aocounling) by an instrument to writing Signed by the Trustee and delivered
to the the fi+stees, and such mnnMion Map be enactive upon such
delivery, or at a later dais according to the tame of the iatrUmOrt. Any
of the 1uMees may be removed for cause, by a vols of a majority of the
Public Employers.
(b) Each Public Employee lug" deli resign his or her position as trustee
within sixty days d the date on which he or she ceases to be a kill-bme
employes of a Public Employst
Sectlorl 3.5 Vacalschs: The term of office of • Vustea d W tannirets and
a vacancy shall occur in the event of the death. resignation, renewal, adlud'r
cated incompadrp or other inncepacltY b perform the duties d the office d
a Tcusba In to cue of a vacancy, the remaining trustees lieu appoint such
parson as they in their discretion shah see 1111(n*4W 10 the limitations ad *DM
in the Sec". to serve for Ce unexpired portion of the Mtn of to lfustee
who hes resigned or otherwise coaled to be a 7rustse. The appointment shall
be made by a written instrument signed by a majority of the lhsls11a The parson
appointed must be the soma type of Trustee (I.a. Public Employes Tnuftes or
ICMA/RC jusl*s) u the person who has ceased fo be a VL Me. An appolrt-
ment of a Tufts may be made in srecipalion of a vacancy b occur at a liter
date by reason d retirement or ranratlon, provided that such appointment
" not become eflecbve prior to such rebra meet or resignation. Wtwrw er
a vacany in the number of Trustees " 000uc until such vacancy a filled
as provided in this Section 3A the lhaeees in OROS, regardless of their nurn.
bac " has M the Pis granted fo the Tu flees and *W discharge all
the dubaa imposed upon the trustees by to Decimation. A written instrument
certifying the wistence of such vacancy signed by a majority Of the Trustees
" be conclums aider" of to existence of such wacancY.
Section 3.6 lwstees Serve In Repreaentati ve Cepaelty: BY OwAbng
this Declaration. each Public Employer ogress #0 the Public Employee Tribes
ekcod by the Public Employers are authorized to act as agents and represer-
tabvea d the Public Employers collectively.
ARTICLE IV. POWERS OF TRUSTEES
So~ 4.1 Qeneral Powers: The Trustees shall have the power to conduct
the business of the Trust and b carry on as opersborns Such pacer OW In loft
but " not be limited to, the power 10:
(a) receive the trust Property tom to Public Employers or from a IhM"
of any Employer Trust;
(b) enter into a contract with an Inveatnnrnt Adviser providing, among other
Lungs, for the establishment and operation of the Portidwa, selacton of the
Guaranteed Investment Contracts in which the Trust Property may be
invested. selection of other investments for the Trust Property and the pay
ment of reasonable lees to the Investment Adviser and to any sub westrment
adviser retsned by the trnrestment Adviser.
(c) ro ww annually the psriortnanos of the Investment Adviser and approve
anniaay the contract with such Investment Adviser;
(d) invest and reinvest the Trull Property in the Portal M the Guaranteed
Investrrent Contracts and in any other investment recommended by the
knresurent Advieac provided that ii a Public Employer has directed that rte
monies be invested In spww Portfoln0s or in a Guaranteed investment
Contrad, the Trustees of the Retirement Trust shall Invest such morias in
accordance with such directions;
(e) Neap such portion d the Trust PMPertY In cash or cash balances es
the Vustses, kora brte 10 time, may deem lo be In the bast interest of the
Rebn lmen t Trust created hereby w#W liability for uMeresl thereon;
M accept and retain kir such time es they may deem advisable any securi•
tis* or char property ocerved or acquired by them as Vuessis hereunder
whatren or not such securities or other property would normally be pur-
chased as iweetmanM hereunder
(g) cause any securities or other property held as loan of the Trust Property
V be regalered in to nems d to Rabwrwlt Tupe or in the name of a
n ffwvm and 10 hold any investrhanis in bearer form, but the books and
records of the Trustees shall a W tires show that all such investments are
a pan d the Trust Property;
(h) make, asoma acknow ledga and deliver any and M docurnerfs d tra ro
ter and conveyance and any and W other instruments 00 may be nacw
sorry or appropriate b carry Out the Powers herein granted;
W vole upon any flack bands. or dear ascuritilm give general Of special
proxies or powers d attorney with or wdhout power of substitution; wercns
any conversion privileges. subscription rights; of often opeons. and make
any pay"Ms WcKk W therew oppose, or consent req or otherwise par•
tlgpab wh, corporal* reorgara mors or other dvrpes atiaclang corporate
securities, and delegate dacrelxonary 130001111, and pay any assess^nsMs
or charges in connection therewith. and generally exsraN any d the powers
of an owner with reaped t0 MOM bond* fecuntes or char property held
as part of the lust Property;
erfer ilio contract or wranpsmsMa for goods or asrvxces required in
con ecbon with the operation d tle Rebrement Trust. including. bM not knead
to, contracts with pmtodxsns and oontract for the prowsian of adrtwnstra•
live asrAom
(k) borrow, or raise money for the purpose of the Retirement Trust to such
amount. and upon such Minns and oondewna, as the Trustees shall down
advisable, provided that the aggregate amount of such borrowings shall
not arceed 30% of the value of the Trust Properly. No Pai lending money
ID tle Trustees shall be bound 10 ase the applxcatian of the money k l or
to inquire iritic rete valKW. excpedxency or propriety of any such borrowing;
Q) incur reasonable expenus as raW dt operationd the Retire-
te TA* and deduct such o penseethe Trust
(m) pay mcpenese properly allocable to the That Property incurred M Con -
rection with the Deferred Compwastion Plana or the Employer Tuusts and
deduct such expenses from that portion of the That Property beneficially
owned by the Public Employer fo wham such sprees are VOWY
allocable;
(n) pay out of the lust Property art real and personal property texas, income
texas and char lahaes d any and all kinds which. in the opinion of the Trustees,
are property levied, or au*aoed under exlsbng or future laws upon, or in
respect d, the Tripe Property and allocate any such taxes to the &Wopn-
ale accounts:
(o) ORO, smand and repeal the %.Lawn. provided Cit such Bylaws are
at W tines consistent with the terms d ow Declaration d Trust.
(p) employ persona fo maks available interests in the Rebrement Tract b
employers eligible 10 maintain a deferred compensation plan under sec-
tion 457 of the Interna Revenue Coft as amended;
(a) issue the Annual Report of the Retirement lust., and the disclosure door
menta and other literature used by the Retirement Trust;
(r) make bora, Including the purchase of debt dblgabons, prandsd that
as such loans Well bear interest at the curent market rate.
(s) contract ICK and delegate any powers granted hereunder 14 such officers.
agents, employeft auditors and stlorneys es the Trustees may select.
provided that the Trustees may rid delegate the powers set forth In Para-
graphs (b). (c) fund (o) of this Section 4.11 and may not delegate any powers
11 such delegation would violsle thea fiduciary duties;
R) provide for the indemnification d the dinars and luaten d the Rebre-
meM Trust and purchase fiduowry naurence;
(u) maintain books and rs "d& Including *Operate accounts for each Pub -
he Employer or Employer Trust and such adiiruonal separate accounts es
are required under and conssteM with, the Dekrred Comp11nutlOn Plan
of each Public Employer, and
(v) do W such ads. take all such proceedings, and simaw ON such rights
and prvileges, although not apegfically mentioned herein. as the Trustees
may deem necessary or appropraM 10 admin w to Trust Property and
to carry out the purposes of the Retirement Bust.
Sactilom 4.2 Oletributkorl of lrwt Property: Distributions d the Trust Prop-
erty shall be mads 1e, or an b" d. ow Public
am E�oya lusts. The
with the terra d the DderroCompensationdCompensationPlane
lhustees of the Retirement Trust OW be MY projected in making payments
in accordance with the direction of the Public Employers or Cora Thustees d
the Employer lusts without ascertaining whether her such payments are in corrh•
pkance with the provisions d the DeNrred Comparanum Plans or the ogres
menta creating the Employer lusts.
Seaton 4.3 Emmutlon of kwirtlments: The luMoN may unanimously
designate any one ormore d the luslesslow ecrpe all Iatnrtmsntor docu-
ment on bs W of all. including but not kmibd to the signing or erdassr^ent
3L
d any cMok and the ngrvng d any Vocations, kaaarance and Other OOntrWle,
and Mo action d such designated Aust" or iustaas shah have the
ARTICLE Vii. DURATION OR AMENDMENT OF RETIREMENT TRUST
carforce ne f
and affect as N taken by all the A a "&
faction 7.1 tAllthdrawai: A Public Employer may. at any rims,
ARTICLE V. DUTY OF GRE AND LIAfILITY OF TRUSTEES
withdraw Imm
On Rebragnenl Trust by delivering to the Board of Rustem a statament 10 Mat
The "ng Pudic Employer's benshow interest in the Rstinnom
Aute
Section 5.1 Duty d Cana: M a incising the powers herainbafore
eloN Paid out b the Pudic Emp-%w or to this luelee d to E er
lust as aPProi�a mPlof
granted 10
the lusNn. the Aussteaa *" perform all acb within Moir authority for the
SOW" POPae d providing benMrta for Mo Pudic Employers, and shall
Section 7.2 Duntlon: The'Rebmr, t Aute shah continue until Mrmiratad
Perform such acls with the carq aid, prudence and dli genes in the arourn.
by the vote of a majority d the Pudic Employers, each casting one vola, Upon
stances than Prevailing that a prudent person acting in a Mae capacity and
le"ninaticn, all d Mo Aust Property OW be paid 01,1110 the Pudic Employers
t r&w hadMh such mitten would um in the conduct of anOr
erae�lrlM d a Mas
Ohs Trusties d the EmploVe► Aunts, as approprista:
character and with We alma
Section 8.2 LlabMr. The 7usum shit not be liable for any mistake
Section 7.3 Amendment: The Retiramert Aum may be mended by to vote
OF a maprity of the Public Employers, each casting one vote
of judg
mint Of other action taken in good faith, and for any action taken or Ornttted
In reliance in good faith upon the books of a000unt or other raoords
Section 7.4 Procedure: A resolution to terminate or amend the Rebrarnent
of the
Rsti'm W Mus14 upon the opinion d counsel. or upon reports mads to the
Retirentertt Aust by arty d tts officers, stnploysea or agents
Aust or b remove a 7uetse shmil be submitted to a vols Of the Pudic Empbysr
It (a) a �tty d the A 10 direct, a; (b) a petition nqusating
or by Ma hweat-
msnt Adviser or any lubiramsbrant adviser accountants, appraisers or other
•voter
25%
bY rad lei than 2594 d Mo .Pudic Empkyysra, • is submitted b the
arafraoera
o" or cOnWbrft ealeclad with reasonable caro by the Auwteea
Or stnPbyess d Ot♦ Retinront Aust. The Tusbea WW abo not be liable Ion
WV los uusfainsd by the Aust Prcparty by reason of any investrrtant mads
ARTICLE VIII. MISCELLANEOUS
In good faith and in accordance with the standard d care am txth in Section 51,
Section 8.1 Oowml Law: E
rap xcept as otherwise required by
Section 5.2 fond: No Austes shaA be obligated to give any bond or Other
sfate or local
law, this Declaration d Trust and the Retirmant Aust hereby croated shag be
ascurtty for the PMamance d any d his or her dul" hwwndK
OOnten'°d and raWated by the laws d the District d Columbia.
ARTICLE VI. ANNUAL REPORT TO SHAREHOLDERS
Section 8.2 Counterparts: This Declaration may be armuted by the Public
Employer and lusts" in two Or mora countarpsrts, each
The Austeea shah annuaAy aubrntt ID the Public Employer a written report of
the transections d the Retirerrhent Aust. including
of which shall be
deerned an �� but aA d which together shag constitute Ons and the same
financial sta tipments which shell
be certified by independent Public accountants chosen by to Austess
6
n
TRUST AGREEMENT WITH
THE ICMA RETIREMENT CORPORATION
AGREEMENT made by and between the Employer named in the attached roan'
hrtoon and the International City Management Association Retirement Corpora -
son OersxnaMr to -tustee or-Rearement Corporatrony. a nonprofit OWPOW
tion organized and ag ating under the laws of the State Of Delaware. for the PurPm
of nviesting and otherwise administering the kinds sat aside by Employers in
connection with deterred compensation plans established under section 457 Of
p» Internal Revenue Code of 1954 (the `Code] This Agreement shall take eltecX
upon aoceplanca by the Trustee Of its appointment by the Employer to serve
sora VuMee m accordance herewith as set lorth in the attached resolution.
WHEREAS, the Employer has established a deferred romper 0m Plan under
asdwn 457 Of the Code (the 'Plans:
WHEREAS, in Order that there wilt be sufficient funds available o discharge
the Employer's DontmctuN obligations under the Plan. the Employer
dmmdefer s to
eat aide periodically amounts equal o the amount d compensation
WHEREAS, the tumds set aside. together with any and alt assets derived from
the Investment thered, are o be exclusively within the
ominion. control, "
Ownership d the Employer. and subject to the Employer's
absolute nght of with-
drawal. no employees having any interest whatsoever therein:
NOW, THEREFORE, this Agreement witnesseth that (a) the Employer will PVY
norree to the Trustee to be placed in deferred compensation accounts or the
Employer. (b) the Trustee covenants that it will hold said sums, and any Other
funds when it may receive hang in trust for the uses and purposes and
upon the temmand conditions er stated and (c) the parties hereto agree
n
as follows.
ARTICLE L GENERAL DUTIES OF THE PARTIES
Section 1.1 General Duty of the Employer. The Employer *all male mtptr
la periodic payments equal o the amounts d its employees' compensation
which aro deferred in accordance with the terms and conditions at the Plan
10 the extent tel such amounts are to be invested under the Trust.
Sea"" 1.2 General Duties Of the Trustee: therefrom. shall con-
ld ON funds
rsceived by it he surKW. which. togighea
with the income ablate the Trust Funds. It shalt administer the Trust Funds. tolled the income
I hexed, and make psymerhts therefrom. all as hereinafter Provided The Trus-
ty v alt also hold aI Trust Funds which are transferred to
it as
W lumis
with iter
by the Employer from existing deferred easati
rred comp
Employees under plan described in section 457 d is Coda Such 1h* Fundi
shall be subied b aI Of the temp and pr(asone of on Agreernent.
ARTICLE N. POWERS AND DUTIES OF THE TRUSTEE IN INVESTMENT,
ADMINISTRATION, AND DISBURSEMENT OF THE TRUST
FUND&
Sectlort 2.1 kwesmient Powers and Dulles Of the 1Fuetee: The thio
Us " have the power o inMtat and mrwest the principal and ineOme Of
Ilia Trust Funds and keep the Trust Funds indtMed, wrth0id distinction between
principal and hncomne. in swurk s orIn Other p cPenY• reel Or WrsorW, wher-
ever situsMd. indudarhg, but not limited 4 Mocker common or preferred, bordt,
APPENDIX C
rstiremerit annuity and insurance policies. mOnQageR and Other evidences d
YidebWrrsss or ownerstV ir%esiment OOmpariles. Common OF xed rncoe) which
se
or_parate and difisrent types d funds (Including equi"'come)however that
%M requirements d state and local governmental laws. Movided�' at
Ow Employer may direct irroestment by the Trustee among
atternstives in such proportwns as the Employer authorizes In connection with
No deterred compensation agresm0ft with ata employees. For these PuaPOOM
these Twel Funds may be commingled with Trust Funds aM aside by other
Employers Pursuant 10 the terms d the ICMA Retirement Trust kw 0meft POWOFS
vested in the Trudee by the section may be delegated by
the to any bank.
Insurance or frust comparN, or any im esment advtasr manager Or agent selected
by it.
Section 2.2 Administratlw Powers of the llusteec The Trust" "he"
the power in its discretion:
(a) To purchase. or subscribe for any securities Or Other Property and o
Man the same in trust.
(b) To sea. sxchanga, convey, transfer or Otherwise dispose of any securi-
ties or other Property held by it, by private contract, or at public auction.
No person dealing with the Trustee shall be bound to we the application
of the purchase money or to inquire into the validity. expediency. or proPrr
sty d any such sale or other disposition.
(c) To vote upon any stocks. bonds. Or other securities, o give general or
special proxies or powers of attorney with or without POwsr d aubsNiAwn,
to exercise any conversion Privileges, subscription rights, Or other options.
and to make alt paymerMf incidental thereto: o OppOse. Or 10 Consent t0.
or Otherwise participate M. awe rsorgamZatiOng or Other changes of <eGt
ing corporate securities, and to delegate dsaetwnary pavers, and to Pay
any assqssmermor charges in conneew therewith; and gerheralty o exer-
cise any of the Pavers Of an OWner with respect o stocks, bonds. securities
Or other property hsid es pan of the Trust Funds.
(d) To cause any securities or Other property held as pan d the Trust Funds
o be registered In its own nerne, and to hold any investments In bearer torah.
bul the books and records of the Trustee shall at all times shoiw that all such
kweslments are a pan d Vie Trust Funds.
(�) To borrow or ran money for the purpose of thetrust on such amount,
and upon such tees and conditions, at the Trustee deem advisa�
and, for any sum so borrowed. 10 issue its promissory Part Trustee,e as the Trust
to secure the rspeyrnw% thsred by pledging all, or any
Funds No person lending money to the kuslss shalt be bound o see the
application d the money lent or o unguire onto its velieft expediency Or
propriety of any such borrowing.
M Tc keep such portion Of the lust Funds in cash or -cash balenoes as
pit Trualse, horn time 10 time, may deer^ to be in the best interest Of the
TAM created hereby. wathoul liability for xMsaeel thereon.
(p) To accept and reran for such amt as ita it >em &-"ablhww+der e any $@Cuer
ff-
b or Other property atoeaved or acquired by
or not such WA$406 or Other property would normally be purchased as
ifAsiment het ndw.
3V
7
(h) To maks, eascuts, adunowledpa and deliver any and all documents of
transfer and conveyance and any and at other i nstl'ume its that may be
necessary or appropnass to carry out the powers herein granted.
W lb 901% compromise, or submit to arWtrapan any darns, cede or
damages due cr owing b or kom the Thist Funds, loom Nnernce or delsnd
suite Or WOW Or ad wvWaave proceedings, and to rsprsem the Test Fm
in all sift and legal and administrative proceedings.
m ib do rep such ads, take all such prooeedh and aheicies M such rights
and pnvbgee, Ww+gh not specifically mentioned heroin, as the Tuetee
may deem necessary to adnwMw the Thust Funds and b carry Out IM
purposes of lint thud
Section 2.3 Dlatrlbutions hoot tlta Aust Funds: The Employer hereby
appoints to Trustee as its agent for this purpose of making distributors kOm
to Thust Funds. M this r mg this tams and conditions so forth in the Plan
are b guide and control the l umals power
Section 2.4 %luntion of Aust Funds: At lases orhce a year as of Msluaton
Detas designated by the Trustee, the Trustee Shap determine the value of this
That Funds. Aesets of the Trus: Funds shag be valued at thein market values
at the dose of business on the Valuation Date, Ot to the absence of readily
aucertmmsbis markst vskues es the lruatee Shap determine, in accordance with
me"Xids Rn' astsntly Wowed and unlorn>fy applied•
ARTICLE W. FOR PROTECTION OF TRUSTEE
Section 2.1 Evidence of Action by Employer. The Trustee may rely Wce
any certificate. notice or direction purporting to have been signed on behest
of to Employer which the Trustee believes to have been signed by a duly
desigrated official of the Employer. No communicate *W be binding upon
any of the Trust Funds or Trustee until they are orved by this Trustee.
Section 3.2 Advice of Counsel: The busses may consult with any legal OMNI.
OW with respect to the construction of this Agreement, its dudes hereunder,
or any act. which It proposes to tab or omit, and shah not be liable for any
action taken or ommed in good faith pursuant to such advice,
Section 3.3 Miscellaneous. The Truaroe shelf use ordinary caro and reasons -
tele diligence, but shah not be Mable br any mistake of judgment 0t other action
taken m good faith. The lrustee shall not be kable for any tees sustained by
the Trust Funds by masons of any investment made in good faith and in sooa-
dance with the provisions of the Agreement.
The Trustees duties and obligations shag be limited to Mose etprea y
imposed upon N by this Agreement.
ARTICLE IV. TAXES, EXPENSES AND COMPENSATION OF TRUSTEE
Section 4.1 lluoss: The VL*ee shelf deduct from and change agsirst the Test
Funds any taxes on the Trust Funds or this income owed or which the Trus
In is required b pay with respect to the interest of any person therein.
Section 4.2 Expenses: The Trustee shag deduct from and charge against
to lrhO Funds all reasonable expenseS incurred by the lhatse in the admuvw
Wabon of the l hW Funds, including counsel, agency, investment advisory, and
other necessary Ism
ARTICLE V. SETTLEMENT OF ACCOUNTS
The Trustee shall keep WOORM and detailed accounts of all kwe tmeMa,
rampts, disbursements, and ester transactions rhersundsc
Whim ninety (00) days after the Gose of each fiscal year the Mabe shah ren•
der th duplicate to the Employer an account d its acts and trarhsedlors as Trus
tse hereunder N any pan of to that Fund swap be invested txough the medius►
of any Common, coilecUve or coma ninglad Trust Funds, the No annual report
of such trust Funds chap be subnnted with and incorporated in the aocou t.
N wal" rsnsty (=o) dace alter to rah, d to account or any rrended a000unt
to Employer has not Fled with the Trustee notice of any objeotion to any ad
Or bw"Wbon of to Trustee, the account or amended account @lisp become
an account stated N any oblaclron has been Fled, and d the Employer is setas
Fed that f should be withdrawn Or if the aoeount is adjusted b the Employers
estlelacbon, to Employer OW in writing Fled with the Trustee signify approval
Of the account and it shah bacons an account .Wed.
8
When an account becomes an account stated. such account shall be finally
stalled, and the Buttes shall be completely discharged and released, as if such
account had been settled and allowed by a judgment or decree of a court d
competent jurisdiction in an action or proceeding in which the ltustes and the
Employer were parties.
The Biases chap have this right b apply at any time b a court of competent
Jurisdiction for to judicial settlement of a a000unt.
ARTICLE VI. RESIGNATION AND REMOVAL OF TRUSTEE
Section 6.1 Resignation of Auatee: The Trustee may resign at any time
by Fling with the Employer Its written resignation Such resignation shay take
effect sixty (60) days from the date of such Fling and upon appointment of
a suoceesor pursuant to Section e,3., whichever shall Fna Occur.
Section 6.2 Removal Of Austee: The Employer may remove to Bust"
at any Ilne by delivering to the Trustee a wrmen notice of its removal and an
appartmsnt of a wuocessor pursuant b Section 61 Such removal Shap not
tab ~ prior to sixty (60) days from such delivery unless the lustee agrees
b an WOW affective data
Section 6.3 Appointment of Successor Austee: The appointment of a
suocesea b the Wu tee shall take elect upon the delivery to the liustae or
(a) an Instrument In writing exec'~ by the Employer appointing such suc.
osew and exonerating such sucosssor from liability for the acts and omis-
sions of Its predecessor, and (b) an acceptance to writing, stacurod by such
successor.
AN d the provisions est bath heroin with rasped 10 the Trustee shag relate
to each successor with the same force and ellect as N such successor had
been originally rhymed as Trustee hereunder
N a wuoce=Or le not appointed within sixty (60) clays after the Trustee gives
notice of its resigneW pursuant b Section fit., the Trustee may apply to any
court of competent jurisdiction ter appointment d a siuocesaor.
Section 6.4 Trsnshr of Funds to Successor upon the resignation or
removal of the lrustse and appointment of a suoceaw,, and after the final
accourt of the Trustee has been properly settled, the Trustee shall transfer and
deliver any of the Trust Funds involved to such successor.
ARTICLE VII. DURATION AND REVOCATION OF TRUST AGREEMENT
Section 7.1 Duration and Revocation: This Trust shall continue for such
tiros as may be necessary to accomplish the purpose for which t was created
but may be temxnated or revoked at any time by to Employer as f relates
to any and/or all related parncipating Employees, Written notice of such Ism*
nation or revocation shall be given to the Trustee by the Employer Upon ter.
minabon or revocation of the Bust, aN Of the assets Owed shall return to and
revert to the Employer. Tarminabon d this Trust shelf not, thcwevet relieve the
Employer of the Employers continuing oblpatwn b pay delerrod compensa-
tion to Employees in accordance with the lams of the Plan.
Section 7.2 Amendment: The Employer shop have the right to amend this
AgroemeM in whole and In pan but only with to lbustees written consent.
Any such amendment Shap become elective upon (a) delivery to the Trustee
of a written instrument of amendment, and (b) the endorsement by the True.
be on such instrument of es consent therefor
ARTICLE VIII. MISCELLANEOUS
$*talon 8.1 Laws of the District Of Columbia to Govern: This Agree -
meal and the Thiel hereby created tthall be corhstnued and regulated by the
laws of the Datnd of Columbia.
Section 8.2 Successor Employers: Tho Empbyw- shag include any per-
son who succeeds the Employer and who thereby becomes subject b the
Obligations of to Employer under the Plan.
Section 8.3 Withdrawals: The Employer may, at any time, and from time b
. time, withdraw a portion or ON of Trust Funds created by this Agreement.
Section 8.4 Giandw and Number. The masculine includes the Iarninins and
to singular Includes this plural unlen the cortsiit requires anter meaning.