HomeMy WebLinkAboutResolution 90-13
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~a MARTHA O. HAYN,U.,
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RESOLUTION NO.
90-13
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A RESOLUTION OF THE CITY OF OCOEE, FLORIDA
ADOPTING DEFERRED COMPENSATION PLAN
WHEREAS, the City of Ocoee, Florida (the "Employer"),
has employees rendering valuable services; and
WHEREAS, the establishment of a deferred compensation
plan for such employees serves 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 lCMA Retirement Corporation serves the above objectives;
and
WHEREAS, the Employer desires that the investment of
funds held under its deferred compensation plan be administered
by the lCMA Retirement Corporation, and that such funds be held
by the lCMA Retirement Trust, a trust established by public
employers for the collective benefit of funds held under their
deferred compensation plans and money purchase retirement plans;
NOW, THEREFORE, BE IT RESOLVED that the Employer hereby
adopts the Deferred Compensation Plan attached hereto as
Appendix A and the Trust Agreement with lCMA Retirement
Corporation attached as Appendix C and appoints lCMA Retirement
Corporation to serve as administrator thereunder; and
BE IT FURTHER RESOLVED that the Employer hereby authorizes
the Mayor and City Clerk to execute the Declaration of Trust of
the lCMA Retirement Trust, a copy of which is attached hereto as
Appendix B, and directs the City Clerk to file a copy of this
resolution with the Orange County Clerk's office, Orange County,
Florida; and
BE IT FURTHER RESOLVED, that the Director of Finance
shall be the coordinator for this program, and shall receive such
necessary reports, notices, and the like from the lCMA Retirement
Corporation or the lCMA Retirement Trust, and shall cast on behalf
of the Employer, any required votes into the program. Administra-
tive duties to carry out the plan may be assigned to the appropri-
ate departments.
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I, Jean Grafton, Clerk of the City of Ocoee, Florida, do
hereby certify that the foregoing resolution was duly passed and
adopted by a vote of the Board of the City Commissioners of the
City of Ocoee, Florida, at a regular meeting assembled this 4th
day of September,
.
CITY OF OCOEE, FLORIDA
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FOR USE AND RELIANCE ONLY
BY THE CITY OF OCOEE, FLORIDA,
APPROVED AS TO FORM AND LEGALITY:
This ~ day of L~~~1990.
I
FOLEY & LARDNER, VAN DEN BERG,
GAY, BURKE, WILSON & ARKIN
/NOVl/ND4758(4)
01 (08/29/90)
THIS INSTRUMENT PREPARED BY:
Brian Lower
FOLEY & LARDNER, VAN DEN BERG,
GAY, BURKE, WILSON & ARKIN
III N. OrangeAvenue., Ste.1800
P.O.Box 2193
Orlando, FL 32802-2193
(407) 423-7656
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"CENTER OF GOOD LIVING - PRIDE OF WEST ORANGE"
MAYOR-COMMISSIONER
LESTER DABBS, JR.
CITY OF OCOEE
COMMISSIONERS
RUSTY JOHNSON
PAUL W. FOSTER
VERN COMBS
SAM WOODSON
150 N, LAKESHORE DRIVE
OCOEE FLORIDA 34761
(407) 656-2322
CITY MANAGER
ELLIS SHAPIRO
October 4, 1990
Ms. Yolanda D. Miller, Area Manager
ICMA-RC Services, Inc.
550 North Reo Street - Suite 300
Tampa, FL 33609
Dear Yolanda,
Mayor Dabbs and City Clerk Grafton authorize the execution of the
Declaration of Trust of the ICMA Retirement Trust.
A sealed copy of Resolution No. 90-13 adopting the Deferred
Compensation Plan is enclosed.
If there are any questions please call me at (407)656-6370.
'-~lY,
C(AIL
an Gr~::J!O~
'ty Clerk
Enclosure
APPENDIX A
("Emp/oyer")
Deferred Compensation Plan
.\'IiC1e I.INTRODUcnON
The Employer hereby establishes the Employer's Deferred Compensa-
tion Plan, hereinafter referred to as the "Plan." The Plan consists of the
provisions set forth in this document.
The primary purpose of this Plan is to provide retirement income and
other deferred benefits to the Employees of the Employer in accordance
with the provisions of Section 457 ofthe Internal Revenue Code of 1986, as
amended (the "Code").
This Plan shall be an agreement solely between the Employer and
participating Employees.
lIIicle II. DERNmONS
Section 2.01 Account: The bookkeeping account maintained for each
Participant reflecting the cumulative amount of the Participant's Deferred
Compensation, including any income, gains, losses, or increases or
decreases in market value attributable to the Employer's investment ofthe
Participant's Deferred Compensation, and further reflecting any distri-
butions to the Participant or the Participant's Beneficiary and any fees or
expenses charged against such Participant's Deferred Compensation.
Section 2.02 Administrator: The person or persons named to carry out
certain nondiscretionary administrative functions under the Plan, as
hereinafter described. The Employer may remove any person as Admin-
istrator upon 60 days' advance notice in writing to such person, in which
case the Employer shall name another person or persons to act as
Administrator. The Administrator may resign upon 60 days' advance
notice in writing to the Employer, in which case the Employer shall name
another person or persons to act as Administrator.
.
Section 2.03 Beneficiary: The person or persons designated by the
Participant in his Joinder Agreement who shall receive any benefits
payable hereunder in the event of the Participant's death. In the event
that the Participant names two or more Beneficiaries, each Beneficiary
shall be entitled to equal shares of the benefits payable at the Partici-
pant's death, unless otherwise provided in the Participant's Joinder
Agreement. If no Beneficiary is designated in the Joinder Agreement, if
the Designated Beneficiary predeceases the Participant, or if the desig-
nated Beneficiary does not survive the Participant for a period of fifteen
115) days, then the estate of the Participant shall be the Beneficiary.
Section 2.04 Deferred Compensation: The amount of Normal Compen-
sation otherwise payable to the Participant which the Participant and
the Employer mutually agree to defer hereunder, any amount credited
to a Participant's Account by reason of a transfer under Section 6.03,
Or any other amount which the Employer agrees to credit to a Partici-
pant's Account.
Section 2.05 Employee: Any individual who provides services for the
Employer, whether as an employee of the Employer or as an independ-
ent contractor, and who has been designated by the Employer as
eligible to partiCipate in the Plan.
Section 2.06 Includible Compensation: The amount of an Employee'S
compensation from the Employer for a taxable year that is attributable to
services performed for the Employer and that is includible in the Employ-
ee's gross income for the taxable year for federal income tax purposes;
SUch term does not include any amount excludable from gross income
Under this Plan or any other plan described in Section 457(b) of the
Code or any other amount excludable from gross income for federal
InCome tax purposes. Includible Compensation shall be determined
Without regard to any community property laws.
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Section 2.07 Joinder Agreement: An agreement entered into between an
Employee and the Employer, including any amendments or modifica-
tions thereof. Such agreement shall fix the amount of Deferred Compen-
sation, specify a preference among the investment alternatives
designated by the Employer, designate the Employee's Beneficiary or
Beneficiaries, and incorporate the terms, conditions, and provisions of
the Plan by reference.
Section 2.08 Normal Compensation: The amount of compensation which
would be payable to a Participant by the Employer for a taxable year if no
Joinder Agreement were in effect to defer compensation under this Plan.
Section 2.09 Normal Retirement Age: Age 701f.2, unless the Participant has
elected an alternate Normal Retirement Age by written instrument deliv-
ered to the Administrator prior to Separation from Service. A Partici-
pant's Normal Retirement Age determines the period during which a
Participant may utilize the catch-up limitation of Section 5.02 hereun-
der. Once a Participant has to any extent utilized the catch-up limitation
of Section 5.02, his Normal Retirement Age may not be changed.
A Participant's alternate Normal Retirement Age may not be earlier
than the earliest date that the Participant will become eligible to retire
and receive unreduced retirement benefits under the Employer's basic
retirement plan covering the Participant and may not be later than the
date the Participant will attain age 701f.2. If a Participant continues employ-
ment after attaining age 701f.2, not having previously elected an alternate
Normal Retirement Age, the Participant's alternate Normal Retirement
Age shall not be later than the mandatory retirement age, if any, estab-
lished by the Employer, or the age at which the PartiCipant actually
separates from service if the Employer has no mandatory retirement
age. If the Participant will not become eligible to receive benefits under a
basic retirement plan maintained by the Employer, the Participant's
alternate Normal Retirement Age may not be earlier than age 55 and
may not be later than age 701f.2.
Section 2.10 Participant: Any Employee who has joined the Plan pursuant
to the requirements of Article IV.
Section 2.11 Plan Year: The calendar year.
Section 2.12 Retirement: The first date upon which both of the following
shall have occurred with respect to a participant: Separation from
Service and attainment of age 65.
Section 2.13 Separation from Service: Severance of the Participant's
employment with the Employer which constitutes a "separation from
service" within the meaning of Section 402(e)(4)(A)(iii) of the Code. In
general, a Participant shall be deemed to have severed his employment
with the Employer for purposes of this Plan when, in accordance with
the established practices of the Employer, the employment relationship
is considered to have actually terminated. In the case of a Participant
who is an independent contractor of the Employer, Separation from
Service shall be deemed to have occurred when the Participant's con-
tract under which services are performed has completely expired and
terminated, there is no foreseeable possibility that the Employer will
renew the contract or enter into a new contract for the Participant's
services, and it is not anticipated that the Participant will become an
Employee of the Employer.
Article III. ADMINISTRATION
Section 3.01 Duties of Employer: The Employer shall have the authority to
make all discretionary decisions affecting the rights or benefits of
Participants which may be required in the administration of this Plan.
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Section 3.02 Duties of Administrator: The Administrator, as agent for the
Employer, shall perform nondiscretionary administrative functions in
connection with the Plan, including the maintenance of Participants'
Accounts, the provision of periodic reports of the status of each Account,
and the disbursement of benefits on behalf of the Employer in accor-
dance with the provisions of this Plan.
A.V. PARTICIPATION IN THE PlAN
, ..ion 4.01 Initial Participation: An Employee may become a Participant
by entering into a Joinder Agreement prior to the beginning of the
calendar month in which the Joinder Agreement is to become effective
to defer compensation not yet earned.
Section 4.02 Amendment of Joinder Agreement: A Participant may amend
an executed Joinder Agreement to change the amount of compensation
not yet earned which is to be deferred (including the reduction of such
future deferrals to zero) or to change his investment preference (subject
to such restrictions as may result from the nature or terms of any
investment made by the Employer). Such amendment shall become
effective as of the beginning of the calendar month commencing after
the date the amendment is executed. A Participant may at any time
amend his Joinder Agreement to change the designated Beneficiary,
and such amendment shall become effective immediately.
Article V. LIMITATIONS ON DEFERRALS
Section 5.01 Normal Limitation: Except as provided in Section 5.02, the
maximum amount of Deferred Compensation for any Participant for any
taxable year shall not exceed the lesser of $7,500.00 or 33)6 percent
of the Participant's Includible Compensation for the taxable year. This
limitation will ordinarily be equivalent to the lesser of $7,500.00 or 25
percent of the Participant's Normal Compensation.
Section 5.02 Catch-Up Limitation: For each of the last three (3) taxable years
of a Participant ending before his attainment of Normal Retirement Age,
the maximum amoUl'lt of Deferred Compensation shall be the lesser of:
(1) $15,000 or (2) the sum of (i) the Normal Limitation for the taxable
year, and (ii) the Normal Limitation for each prior taxable year of the
Participant commencing after 1978 less the amount of the Participant's
Deferred Compensation for such prior taxable years. A prior taxable
year shall be taken into account under the preceding sentence only if (i)
the PartiCipant was eligible to partiCipate in the Plan for such year (or in
any other eligible deferred compensation plan established under Sec-
tion 457 of the Code which is properly taken into account pursuant to
regulations under section 457), and (ii) compensation (if any) deferred
under the Plan (or such other plan) was subject to the deferrallimita-
tions set forth in Section 5.01.
Section 5.03 Other Plans; The amount excludable from a Participant's
gross income under this Plan or any other eligible deferred compensa-
tion plan under section 457 of the Code shall not exceed $7,500.00 (or
such greater amount allowed under Section 5.02 of the Plan), less any
amount excluded from gross income under section 403(b), 402(a)(8),
or 402(h)(1)(B) of the Code, or any amount with respect to which a
deduction is allowable by reason of a contribution to an organization
described in section 501 (c)(18) of the Code.
Article VI. INVESTMENTS AND ACCOUNT VALUES
Section 6.01 Investment of Deferred Compensation: All investments of
.iciPants' Deferred Compensation made by the Employer, including
property and rights purchased with such amounts and all income
attributable thereto, shall be the sole property of the Employer and shall
not be held in trust for Participants or as collateral security for the
fulfillment of the Employer's obligations under the Plan. Such property
shall be subject to the claims of general creditors of the Employer, and
no Participant or Beneficiary shall have any vested interest or secured
or preferred position with respect to such property or have any claim
against the Employer except as a general creditor.
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SectIon 6.02 CredItIng of Accounts: The Participant's Account shall reftect
the amount and value of the investments or other property obtained by
the Employer through the investment of the Participant's Deferred Com.
pensation. It is anticipated that the Employer's investments with resPect
to a Participant will conform to the investment preference specified in
the Participant's Joinder Agreement, but nothing herein shall be con.
strued to require the Employer to make any particular investment of a
Participant's Deferred Compensation. Each Participant shall receive
periodic reports, not less frequently than annually, showing the then.
current value of his Account.
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Section 6.03 Transfers:
(a) Incoming Transfers: A transfer may be accepted from an eligible
deferred compensation plan maintained by another employer and credo
ited to a Participant's Account under this Plan if (i) the Participant has
separated from service with that employer and become an Employee 01
the Employer, and (ii) the other employer'S plan provides that such
transfer will be made. The Employer may require such documentation
from the predecessor plan as it deems necessary to effectuate the
transfer, to confirm that such plan is an eligible deferred compensation
plan within the meaning of Section 457 of the Code, and to assure that
transfers are provided for under such plan. The Employer may refusetc
accept a transfer in the form of assets other than cash, unless the
Employer and the Administrator agree to hold such other assets under
the Plan. Any such transferred amount shall not be treated as a deferra'
subject to the limitations of Article V, except that, for purposes 01
applying the limitations of Sections 5.01 and 5.02, an amount deferreC
during any taxable year under the plan from which the transfer IS
accepted shall be treated as if it has been deferred under this Plan
during such taxable year and compensation paid by the transferor
employer shall be treated as if it had been paid by the Employer.
(b) Outgoing Transfers: An amount may be transferred to an eligible
deferred compensation plan maintained by another employer, anC
charged to a Participant's Account under this Plan, if (i) the Participant
has separated from service with the Employer and become an employee
of the other employer, (ii) the other employer's plan provides that sucn
transfer will be accepted, and (iii) the Participant and the employerS
have signed such agreements as are necessary to assure that the
Employer's liability to pay benefits to the Participant has been dls'
charged and assumed by the other employer. The Employer may require
such documentation from the other plan as it deems necessary te
effectuate the transfer, to confirm that such plcan is an eligible deferreC
compensation plan within the meaning of section 457 of the Code, ana
to assure that transfers are provided for under such plan. Such trans'
fers shall be made only under such circumstances as are permitteC
under section 457 of the Code and the regulations thereunder.
Section 6.04 Employer Liability: In no event shall the Employer'S liabilityte
pay benefits to a Participant under Article VI exceed the value of the
amounts credited to the Participant's Account; the Employer shall nO!
be liable for losses arising from depreciation or shrinkage in the value 01
any investments acquired under this Plan.
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Article VII. BENEFITS
Section 7.01 Retirement Benefits and Election on Separation fro'"
Service: Except as otherwise provided in this Article VII, the distributl00
of a Participant's Account shall commence as of April 1 of the calendS:.
year after the Plan Year of the Participant's Retirement, and the distnlJ~
tion of such Retirement benefits shall be made in accordance with on e
of the payment options described in Section 7.02. Notwithstanding t"c
foregoing, the Participant may irrevocably elect within 60 days fo1lOW10;
Separation from Service to have the distribution of benefits commen~,
on a fixed or determinable date other than that described in the prec s
ing sentence which is at least 60 days after the date such el.ectiOnl~r
delivered in writing to the Employer and forwarded to the Admlnlstra fS
but not later than April 1 of the year following the year of the PartiClpan
Retirement or attainment of age 70','z, whichever is later.
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sectiOn 7.02 PIIyment ()ptiona: As provided in Sections 7,01, 7,04, and
7,05, a Participant or Beneficiary may elect to have the value of the
Participant's Account distributed in accordance with one of the follow-
ing payment options, provided that such option is consistent with the
limitations set forth in Section 7.03:
(a) Equal monthly, quarterly, semi-annual or annual payments in an
amount chosen by the Participant, continuing until his Account is
exhausted;
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(b) One lump-sum payment;
(c) Approximately equal monthly, quarterly, semi-annual or annual
payments, calculated to continue for a period certain chosen by the
Participant.
(d) Annual Payments equal to the minimum distributions required
under Section 401 (a)(9) of the Code over the life expectancy of the
Participant or over the life expectancies of the Participant and his
Beneficiary,
(e) Payments equal to payments made by the issuer of a retirement
annuity poliCY acquired by the Employer.
(I) Any other payment option elected by the Participant and agreed to
by the Employer and Administrator, provided that such option must
provide for substantially non increasing payments for any period after
the latest benefit commencement date under Section 7.01.
A Participant's or Beneficiary's election of a payment option must be
made at least 30 days before the payment of benefits is to commence. If
a Participant or Beneficiary fails to make a timely election of a payment
option, benefits shall be paid monthly under option (c) above for a
period of five years.
Section 7,03 Limitation on Options; No payment option may be selected
by a Participant or Beneficiary under Sections 7.02,7.04, or 7.05 unless
it satisfies the requirements of Sections 401 (a)(9) and 457(d)(2) of the
Code, including that payments commencing before the death of the
Participant shall satisfy the incidental death benefits requirement under
section 457(d)(2)(B)(i)(l). Unless otherwise elected by the Participant,
all determinations under Section 401 (a)(9) shall be made without recal-
culation of life expe<<tancies.
Section 7.04 Post-retirement Death Benefits:
(al Should the Participant die after he has begun to receive benefits
under a payment option, the remaining payments, if any, under the
payment option shall be payable to the Participant's Beneficiary com-
mencing within the 30-day period commencing with the 61st day after
the Participant's death, unless the Beneficiary elects payment under a
different payment option that is available under Section 7.02 within 60
days of the Participant's death. Any different payment option elected by
a Beneficiary under this section must provide for payments at a rate that
IS at least as rapid as under the payment option that was applicable to
the Participant. In no event shall the Employer or Administrator be liable
to the Beneficiary for the amount of any payment made in the name of
the Participant before the Administrator receives proof of death of the
PartiCipant.
(b) If the designated Beneficiary does not continue to live for the remain-
ing period of payments under the payment option, then the commuted
value of any remaining payments under the payment option shall be
Paid in a lump sum to the estate of the Beneficiary. In the event that the
. PartiCipant's estate is the Beneficiary, the commuted value of any remain-
In9 payments under the payment option shall be paid to the estate in a
lump sum
Section 7.05 Pre-retirement Death Benefits;
(a) Should the Participant die before he has begun to receive the
benefits provided by Section 7.01, the value of the Participant's Account
Shall be payable to the Beneficiary commencing within the 30-day
Period commencing on the 91 st day after the Participant's death, unless
the Beneficiary irrevocably elects a different fixed or determinable
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benefit commencement date within 90 days of the Participant's death.
Such benefit commencement date shall be not later than the later of (i)
December 31 of the year following the year of the Participant's death, or
(iI) if the Beneficiary is the Participant's spouse, December 31 of the year
in which the Participant would have attained age 701f.!.
(b) Unless a Beneficiary elects a different payment option prior to the
benefit commencement date, death benefits under this Section shall be
paid in approximately equal annual installments over five years, or over
such shorter period as may be necessary to assure that the amount of
any annual installment is not less than $3,500. A Beneficiary shall be
treated as if he were a Participant for purposes of determining the
payment options available under Section 7.02, provided, however, that
the payment option chosen by the Beneficiary must provide for pay-
ments to the Beneficiary over a period no longer than the life expec-
tancy of the Beneficiary, and provided that such period may not exceed
fifteen (15) years if the Beneficiary is not the Participant's spouse,
(c) In the event that the Beneficiary dies before the payment of death
benefits has commenced or been completed, the remaining value ofthe
Participant's Account shall be paid to the estate of the Beneficiary in a
lump sum. In the event that the Participant's estate is the Beneficiary,
payment shall be made to the estate in a lump sum.
Section 7.06 Unf0resee8ble Emergencies:
(a) In the event an unforeseeable emergency occurs, a Participant may
apply to the Employer to receive that part of the value of his Account that
is reasonably needed to satisfy the emergency need. If such an applica-
tion is approved by the Employer, the Participant shall be paid only such
amount as the Employer deems necessary to meet the emergency
need, but payment shall not be made to the extent that the financial
hardship may be relieved through cessation of deferral under the Plan,
insurance or other reimbursement, or liquidation of other assets to the
extent such liquidation would not itself cause severe financial hardship.
(b) An unforeseeable emergency shall be deemed to involve only cir-
cumstances of severe financial hardship to the Participant resulting
from a sudden unexpected illness, accident, or disability of the Partici-
pant or of a dependent (as defined in Section 152(a) of the Code) of the
Participant, loss of the Participant's property due to casualty, or other
similar and extraordinary unforeseeable circumstances arising as a
result of events beyond the control of the Participant. The need to send a
Participant's child to college or to purchase a new home shall not be
considered unforeseeable emergencies. The determination as to
whether such an unforeseeable emergency exists shall be based on the
merits of each individual case.
Section 7.07 Transitional Rule for Pre-1989 Benefit Elections: In the event
that, prior to January 1. 1989, a Participant or Beneficiary has com-
menced receiving benefits under a payment option or has irrevocably
elected a payment option or benefit commencement date, then that
payment option or election shall remain in effect notwithstanding any
other provision of this Plan.
Article VIII. NON-ASSIGNABILITY
Section 8.01 In General: Except as provided in Section 8.02, no Partici-
pant or Beneficiary shall have any right to commute, sell, assign, pledge,
transfer or otherwise conveyor encumber the right to receive any
payments hereunder, which payments and rights are expressly declared
to be non-assignable and non-transferable.
Section 8.02 Domestic Relations Orders:
(a) Allowance of Transfers: To the extent required under a final judg-
ment, decree, or order (including approval of a property settlement
agreement) made pursuant to a state domestic relations law, any portion
of a Participant's Account may be paid or set aside for payment to a
spouse, former spouse, or child of the Participant. Where necessary
to carry out the terms of such an order, a separate Account shall be
established with respect to the spouse, former spouse, or child who
shall be entitled to make investment selections with respect thereto in
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the same manner as the Participant; any amount so set aside for a
spouse, former spouse, or child shall be paid out in a lump sum at the
earliest date that benefits may be paid to the Participant, unless the
order directs a different time or form of payment. Nothing in this Section
shall be construed to authorize any amount to be distributed under the
Plan at a time or in a form that is not permitted under Section 457 of the
Code. Any payment made to a person other than the Participant pursu-
ant to this Section shall be reduced by required income tax withholding;
the fact that payment is made to a person other than the Participant may
not prevent such payment from being includible in the gross income of
the Participant for withholding and income tax reporting purposes.
(b) Release from Liability to Participant: The Employer's liability to pay
benefits to a Participant shall be reduced to the extent that amounts
have been paid or set aside for payment to a spouse, former spouse, or
child pursuant to paragraph (a) of this Section. No such transfer shall be
effectuated unless the Employer or Administrator has been provided
with satisfactory evidence that the Employer and the Administrator are
released from any further claim by the Participant with respect to such
amounts. The Participant shall be deemed to have released the Employer
and the Administrator from any claim with respect to such amounts, in
any case in which (i) the Employer or Administrator has been served
with legal process or otherwise joined in a proceeding relating to such
transfer, (ii) the Participant has been notified of the pendency of such
proceeding in the manner prescribed by the law of the jurisdiction in
which the proceeding is pending for service of process in such action or
by mail from the Employer or Administrator to the Participant's last
known mailing address, and (iii) the Participant fails to obtain an order of
the court in the proceeding relieving the Employer or Administrator from
the obligation to comply with the judgment, decree, or order.
(c) Participation in Legal Proceedings: The Employer and Administrator
shall not be obligated to defend against or set aside any judgment,
decree, or order described in paragraph (a) or any legal order relating to
the garnishment of a Participant's benefits, unless the full expense of
such legal action is borne by the Participant. In the event that the
Participant's action (or inaction) nonetheless causes the Employer or
Administrator to incur such expense, the amount of the expense may be
charged against the Participant's Account and thereby reduce the
Employer's obligation to pay benefits to the Participant. In the course of
any proceeding relating to divorce, separation, or child support, the
Employer and Administrator shall be authorized to disclose information
relating to the Participant's Account to the Participant's spouse, former
spouse, or child (including the legal representatives of the spouse,
former spouse, or child). or to a court.
Article IX, RELATIONSHIP TO OTHER PlANS AND EMPLOYMENT
AGREEMENTS
This Plan serves in addition to any other retirement, pension, or
benefit plan or system presently in existence or hereinafter established
.
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for the benefit of the Employer's employees, and participation he
der shall not affect benefits receivable under any such plan or syStem.
Nothing contained in this Plan shall be deemed to constitute an em
ment contract or agreement between any Participant and the Employer
or to give any Participant the right to be retained in the employ of the
Employer. Nor shall anything herein be construed to modify the terms 01
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 n
transmits such amendment in writing to the Administrator at least 30
days prior to the effective date of the amendment. The consent of the
Administrator shall not be required in order for such amendment to
become effective, but the Administrator shall be under no obligation to
continue acting as Administrator hereunder if it disapproves of such
amendment. The Employer may at any time terminate this Plan.
The Administrator may at any time propose an amendment to the Plan
by an instrument in writing transmitted to the Employer at least 30 days
before the effective date of the amendment. Such amendment shall
become effective unless, within such 3D-day period, the Employer
notifies the Administrator in writing that it disapproves such amend-
ment, in which case such amendment shall not become effective. In the
event of such disapproval, the Administrator shall be under no obliga-
tion to continue acting as Administrator hereunder. If this Plan docu-
ment constitutes an amendment and restatement of the Plan as
previously adopted by the Employer, the amendments contained herem
shall become effective on January 1,1989, and the terms of the preced'
ing Plan document shall remain in effect through December 31,1988
Except as may be required to maintain the status of the Plan as an
eligible deferred compensation plan under section 457 of the Code or
to comply with other applicable laws, no amendment or termination 01
the Plan shall divest any Participant of any rights with respect to com-
pensation 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 "eligible deferred compensation plan" under sec'
tion 457 of the Code, as amended The provisions of this Plan shall be
interpreted wherever possible in conformity with the requirements 01
that section.
Article XII. GENDER AND NUMBER
The masculine pronoun, whenever used herein, shall include the
feminine pronoun, and the singular shall include the plural, excepl
where the context requires otherwise.
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APPENDIX B
.
DECLARATION OF TRUST
OF
ICMA RETIREMENT TRUST
ARTICLE I. NAME AND DEFINITIONS
SectIon 1.1 N8me: The Name ct the Trust, as amended and restated hereby,
is the ICMA Retirement Trust.
Section 1.2 DefInitions: Wherever they are used herein, the foIll7Ning terms
shall have the following respective meanings:
(a) By-Laws. The By-Laws referred to in Section 4.1 hereof, as amended from
time to time.
.
(b) Deferred Compensation Plan. A deIemld compensation plan established
and maintained by a Public Employer for the purpose ct providing retire-
ment income and other deferred benefits to its employees in accordance
with the provisions of section 457 of the Internal Revenue Code ct 1954,
as amended.
(c) Employees. Those employees who participate in Qualified Plans.
(d) Employer Trust. A trust created pursuant to an agreement between RC
and a Public Employer for the purpose of investing and administering the
funds set aside by such Employer in connection with its Deferred Compen-
sation agreements with its empl<1,'ElElS or in connection with its Qualified Plan.
(e) Guaranteed Investment Contract. A contract entered into by the Retire-
ment Trust with insurance companies that provides for a guaranteed rate
of return on investments made pursuant to such contract.
(I) ICMA. The International City Management Association.
(g) ICMAlRC Trustees. Those Trustees elected by the Public Employers who.
In accordance with the provisions ct Section 3.1(a) hereof, are also mem-
bers of the Board of Directors of ICMA or RC.
(h) Investment Adviser. The Investment Adviser that enters into a contract
with the Retirement Trust to provide advice with respect to investment of
the Trust Property.
(i) Portfolios. The Portfolios of investments established by the Investment
Adviser to the Retirement Trust, under the supervision of the Trustees. for
the purpose of providing investments for the Trust Property.
(j) Public Employee Trustees. Those Trustees efected by the Public Employers
who, in accordance with the provisions of Section 3.1(a) hereof, are full-time
employees of Public Employers.
(k) Public Employer Trustees. Public Employers who serve as trustees of
the Qualified Plans.
(I) Public Employer. A unit of state or local QCIII9rnment, or any agency or
instrumentality thereof, that has adopted a Deferred Compensation Plan or
a Qualified Plan and has executed this Declaration ct Trust.
(m) Qualified Plan. A plan sponsored by a Public Employer for the purpose
of providing retirement income to its employees which satisfies the qualifi-
cation requirements ct Section 401 ct the Internal Revenue Code. as
amended.
(n) RC. The International City Management Association Retirement Corpo-
ration.
------
I n I, ') I .~- '" "j 0 7 "l
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(0) Retirement Trust. The Trust created by this Declaration of Trust.
(p) Trust Property. The amounts held in the Retirement Trust on behalf of the Public
Employers in connection with Deferred CQITlpensation Plans and on behalf of the
Public Employer Trustees for the exclusive benefit of Employees pursuant to Quali-
fied Plans. The Trust Property shall include any income resulting from the Invest.
ment ct the amounts so held.
(q) Trustees. The Public Employee Trustees and ICMAlRC Trustees elected by the
Public Employers to serve as members of the Board of Trustees of the Retirement
Trust.
ARTICLE II. CREATION AND PURPOSE OF THE TRUST; OWNERSHIP
OF TRUST PROPERTY
SectIon 2.1 CNatlon: The Retirement Trust is created and established by
the execution of this Declaration of Trust by the Trustees and the Public
Employers.
SectIon 2.2 Purpoee: The purpose of the Retirement Trust IS to provide for
the commingled investment of funds held by the Public Employers in connec-
tion with their Deferred Compensation and Qualified Plans. The Trust Prop-
erty shall be invested in the Portfolios, in Guaranteed Investment Contracts,
and in other investments recommended by the Investment Adviser under the
supervision ct the Board ct Trustees. No part ct the Trust Property will be invested
in securities issued by Public Employers.
SectIon 2.3 Ownership of 1hIst Property: The Trustees shall have legal
title to the Trust Property. The Public Emplayers shall be the beneficial owners
of the portion of the Trust Property allocable to the Deferred Compensation
Plans. The portion of the Trust Property allocable to the Qualified Plans shall
be held for the Public Employer Trustees for the exclusive benefit of the
Employees.
ARTICLE III. TRUSTEES
SectIon 3.1 Number and Qualification of Trust....
(a) The Board of Trustees shall consist of nine Trustees. Five of the Trustees
shall be full-time employees of a Public Employer (the Public Employee
Trustees) who are authorized by such Public Employer to serve as Trustee
The remaining four Trustees shall consist of two persons who, at the lime of
election to the Board of Trustees, are members of the Board of Directors of
ICMA and two persons who, at the time of election, are members of the Board
ct Directors ct RC (the ICMAIRC Trustees). One of the Trustees who is a director
of ICMA, and one of the Trustees who is a director of RC, shall, at the time
of efection, be full-time employees of a Public Employer.
(b) No person may serve as a Trustee for more than one term in any ten-year
period.
SectIon 3.2 ElectIon and Tenn.
(8) EllC8pt for the Trustees appointed to fill vacancies pursuant to Section 3.5
hereof, the Trustees shall be elected by a vote of a majority ct the Public
Employers in accordance with the procedures set forth in the By-Laws.
.
(b) At the first election of Trustees, three Trustees shall be elected for a term
of three years, three Trustees shall be elected for a term of two years and three
Trustees shall be elected for a term of one year. At each subsequent election,
three Trustees shall be elected for a term of three years and until his or her
successor is elected and qualified.
Section 3.3 Nomlnetlons: The Trustees who are full-time employees of Public
Employers shall serve as the Nominating Committee for the Public Employee
Trustees. The Nominating Committee shall choose candidates for Public Employee
Trustees in accordance with the procedures set forth in the By-Laws.
Section 3.4 Resignation and Removal.
(a) Any Trustee may resign as Trustee (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered
to the other Trustees and such resignation shall be effective upon such delivery,
or at a later date according to the terms of the instrument. Ar'rf of the Trustees
may be removed for cause, by a vote of a majority of the Public Employers.
(b) Each Public Employee Trustee shall resign his or her position as Trustee
within sixty days of the date on which he or she ceases to be a full-time emplC7y'eEl
of a Public Employer.
Section 3.5 Vacancies: The term of office of a Trustee shall terminate and
a vacancy shall occur in the event of the death, resignation, removal, adjudi-
cated incompetence or other incapacity to perform the duties of the office of
a Trustee. In the case of a vacancy, the remaining Trustees shall appoint such
person as they in their discretion shall see fit (subject to the limitations set forth
in this Section), to serve for the unexpired portion of the term of the Trustee
who has resigned or otherwise ceased to be a Trustee. The appointment shall
be made by a written instrument signed by a majority of the Trustees. The per-
son appointed must be the same type of Trustee (i.e., Public Employee Trus-
tee or ICMAlRC Trustee) as the person who has ceased to be a Trustee. An
appointment of a Trustee may be made in anticipation of a vacancy to occur
at a later date by reasOn of retirement or resignation, PrcMded that such appoint-
ment shall not become effective prior to such retirement or resignation. When-
ever a vacancy in the number of Trustees shall occur, until such vacancy is
filled as provided in this Section 3.5, the Trustees in office, regardless of their
number, shall have all the pCNllers granted to the Trustees and shall discharge
all the duties imposed upon the Trustees by this Declaration. A written instru-
ment certifying the existence of such vacancy signed by a majority of the
Trustees shall be conclusive evidence of the existence of such vacancy.
Section 3.6 'D'ustees Serve In Representative Capacity: By executing
this Declaration, each Public Employer agrees that the Public EmplC7y'eEl Trustees
elected by the Public Employers are authorized to act as agents and represen-
tatives of the Public Employers collectively.
.
ARTICLE IV. POWERS OF TRUSTEES
Section 4.1 General Powera: The Trustees shall have the pCNller to conduct
the business of the Trust and to carry on its operations. Such power shall include,
but shall not be limited to, the power to:
(a) receive the Trust Property from the Public Employers, Public Employer
Trustees or other Trustee of any Employer Trust;
(b) enter into a contract with an Investment Adviser providing, among other
things. for the establishment and operation of the Portfolios, selection of the
Guaranteed Investment Contracts in which the Trust Property may be invested,
selection of other investments for the Trust Property and the payment of reasona-
ble fees to the Investment Adviser and to any sub-investment adviser retained
by the Investment Adviser;
(c) review annually the performance of the Investment Adviser and approve
annually the contract with such Investment Adviser;
(d) invest and reinvest the Trust Property in the Portfolios, the Guaranteed Interest
Contracts and in ar'rf other illlleStment recommended by the IlllleStment Adviser.
but not including securities issued by Public Employers, prcMded that if a Public
Employer has directed that its monies be invested in specified Portfolios or
in a Guaranteed Investment Contract. the Trustees of the Retirement Trust shall
invest such monies in accordance with such directions;
(e) keep such portion of the Trust Property in cash or cash balances as the
Trustees, from time to time, may deem to be in the best interest of the Retire-
ment Trust created hereby, without liability for interest thereon;
I
(f) accept and retain for such time as they may deem advisable ar'rf securi.
ties or other property received or acquired by them as Trustees hereunde(
whether or not such securities or other property would normally be PUrchllSed
as investments hereunder;
(g) cause ar'rf securities or other property held as part of the Trust Property
to be registered in the name of the Retirement Trust or in the name of a nom~
nee, and to hold ar'rf investments in bearer form, but the books and records
of the Trustees shall at all times show that all such investments are a part a
the Trust Property;
(h) make. execute. acknowledge, and deliver ar'rf and all documents of trans-
fer and conveyance and ar'rf and all other instruments that may be necessary
or appropriate to carry out the powers herein granted;
(i) vote upon any stock, bonds, or olher securities; give general or special proxies
or powers of attorney with or without power of substitution; exercise any con-
version privileges, subscription rights, or other options, and make any pay.
ments incidental thereto; oppose, or consent to, or otherwise participate in,
corporate reorganizations or other changes effecting corporate securities, and
delegate discretionary powers, and pay any assessments or charges in con-
nection therewith; and generally exercise ar'rf of the powers of an owner with
respect to stocks. bonds, securities or other property held as part of the Trust
Property;
m enter into contracts or arrangements for goods or services required in con-
nection with the operation of the Retirement Trust, including, but not Iim~ed
to. contracts with custodians and contracts for the provision of administrative
services;
(k) borrow or raise money for the purposes of the Retirement Trust in such
amount, and upon such terms and conditions, as the Trustees shall deem advis-
able, prollided that the aggregate amount of such borrowings shall not exceed
30% of the value of the Trust Property. No person lending money to the TrusteeS
shall be bound to see the application of the money lent or to inquire into its
validity, expediency or propriety of any such borrowing;
(I) incur reasonable expenses as required for the operation of the Retirement
Trust and deduct such expenses from the Trust Property;
(m) pay expenses properly allocable to the Trust Property incurred in connec.
tion with the Deferred Compensation Plans, Qualified Plans, or the EmployBl
Trusts and deduct such expenses from that portion of the Trust Property to
whom such expenses are properly allocable;
(n) payout of the Trust Property all real and personal property taxes, income
taxes and other taxes of ar'rf and all kinds which, in the opinion of the Trustees.
are properly levied, or assessed under existing or Mure laws upon, or in respect
of, the Trust Property and allocate ar'rf such taxes to the appropriate accounts;
(0) adopt, amend and repeal the By-Laws, provided that such By-laWS are
at all times consistent with the terms of this Declaration of Trust;
(p) employ persons to make available interests in the Retirement Trust to
employers eligible to maintain a Deferred Compensation Plan under Section
457 or a Qualified Plan under Section 401 of the Internal Revenue Code. as
amended;
(q) issue the Annual Report of the Retirement Trust, and the disclosure docu'
ments and other literature used by the Retirement Trust;
(r) make loans, including the purchase of debt obligations, provided that all
such loans shall bear interest at the current market rate;
(s) contract for, and delegate any powers granted hereunder to, such officers
agents, employees, auditors and attorneys as the Trustees may select, provided
that the Trustees may not delegate the pCNllers set forth in paragraphs (b), (c)
and (0) of this Section 4.1 and may not delegate ar'rf powers if such delega'
tion would violate their fiduciary duties;
(t) provide for the indemnification of the officers and Trustees of the Retirement
Trust and purchase fiduciary insurance;
(u) maintain books and records, including separate accounts for each publiC
Employer, Public Employer Trustee or Employer Trust and such additional sep-
arate accounts as are required under, and consistent with, the Deferred Corn-
pensation or Qualified Plan of each Public Employer; and
(v) do all such acts, take all such proceedings, and exercise all such rigtlts
and privileges, although not specifically mentioned herein, as the Trustees rr8I
deem necessary or appropriate to administer the Trust Property and to carf'/
out the purposes of the Retirement Trust.
"', r) ; !
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.
SectIon 4.2 Dlstrtbutlon of 1hIIt PIoperty; Distributions 01 the Trust Prop-
erty shall be made to. or on behalf 01, the Public Employer or Public Employer
Trustee. in accordance with the terms 01 the DeIerred Compensation Plans,
Qualified Plans or Employer Trusts. The Trustees 01 the Retirement Trust shall
be fully protected in making payments in accordance with the directions 01
the Public Em~ Public Em~"iustees or cAher Trusl8e 01 the ~
Trusts without ascertaining whether such payments are in compliance with the
prcMsions 01 the DeIerred Compensalion or Qualified Plans. or the agreements
creating the Employer Trusts.
SectIon 4.3 ExecutIon of IMtrumenta: The Trustees may unanimously
designate any one or more 01 the Trustees to execute any instrument or docu-
ment on behalf 01 all, including but not limited to the signing or end(lrsement
of any check and the signing 01 any applications. insurance and other con-
tracts, and the action of such designated Trustee or Trustees shall have the
same force and effect as if taken by all the Trustees.
ARTICLE V. DUTY OF CARE AND LIABILITY OF TRUSTEES
Section 5.1 Duty of c...: In exercising the po.vers hereinbefore granted to
the Trustees, the Trustees shall perform all acts within their authority for the
exclusive purpose 01 proYiding benefits for the Public Employers in connec-
tion with Deferred Compensation Plans and Public Employer Trustees pursuant
to Qualified Plans, and shall perform such acts with the care, skill, prudence
and diligence in the circumstances then prevailing that a prudent person act-
ing in a like capacity and familiar with such matters would use in the conduct
of an enterprise of a like character and with like aims.
SectIon 5.2 UIIbIIIty: The Trustees shall not be liable for any mistake 01 judg-
ment or other action taken in good faith, and for any action taken or omitted
in reliance in good faith upon the books of account or other records 01 the
Retirement Trust. upon the opinion 01 counsel, or upon reports made to the
Retirement Trust by any 01 its officers, employees or agents or by the Invest-
ment Adviser or any sub-investment adviser. accountants. appraisers or other
experts or consultants selected with reasonable care by the Trustees, officers
or employees of the Retirement Trust. The Trustees shall also not be liable for
any loss sustained by the Trust Property by reason of any investment made
in good faith and in accordance with the standard 01 care set forth in Section 5.1.
Section 5.3 Bond: No Trustee shall be obligated to give any bond or other
secUrity for the performance of any of his or her duties hereunder.
.,
ARTICLE VI. ANNUAL REPORT TO SHAREHOLDERS
The Trustees shall annually submit to the Public Employers and Public Employer
Trustees a writIen report 01 the transactions 01 the Retirement Trust, including finan-
cial statements which shall be certified by independent public accountants cho-
sen by the Trustees.
ARTIa.E VII. DURATION OR AMENDMENT OF RETIREMENT TRUST
SectIon 7.1 wttt.cImWlll: A Public Employer or Public Employer Trustee may,
at any time. withdraw from this Retirement Trust by delivering to the Board of
Trustees a written statement of withdrawal. In such statement, the Public
Employer or Public Employer Trustee shall acknowledge that the Trust Prop-
erty allocable to the Public Employer is derived from compensation deterred
by employees 01 such Public Employer pursuant to its Deferred Compensa-
tion Plan or from contributions to the accounts of Employees pursuant to a
Qualified Plan, and shall designate the financial institution to which such property
shall be transferred by the Trustees 01 the Retirement Trust or by the Trustee
01 the Employer Trust.
SectIon 7.2 Dul8tlon: The Retirement Trust shall continue until terminated
by the vote 01 a majority 01 the Public Employers, each casting one vote. Upon
termination, all 01 the Trust Property shall be paid out to the Public Employers,
Public Employer Trustees or the Trustees 01 the Employer Trusts. as appropriate.
SectIon 7.3 Amendment: The Retirement Trust may be amended by the vole
01 a majority 01 the Public Employers, each casting one vote,
SectIon 7.4 Procedu..: A resolution to terminate or amend the Retirement
Trust or to remo.I8 a Trustee shall be submitted to a vote 01 the Public Employers
if: (i) a majority 01 the Trustees so direct, or; (ii) a petition requesting a vote,
signed by not less than 25% of the Public Employers, is submitted to the
Trustees.
ARTICLE VIII. MISCELLANEOUS
SectIon 8.1 Governing L.8w: Except as otherwise required by state or local
law, this Declaration of Trust and the Retirement Trust hereby created shall be
construed and regulated by the laws of the District of Columbia.
SectIon 8.2 Counterparts: This Declaration may be executed by the Public
Employers and Trustees in two or more counterparts, each of which shall be
deemed an original but all 01 which together shall constitute one and the same
instrument.
"It' f~ II::~
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.'"
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APPENDIX C
.
TRUST AGREEMENT WITH
THE ICMA RETIREMENT CORPORATION
MIRIEIIINT mede t),< and b8lwMn the Empa,.r nIITl<<l in the -.;hed ~
Iubon and the II"llematlOnll City Management AaIociabon Retirement C0rpora-
tiOn ~".,.., the "1tutt..' or ~8liremenl CorpcnIJonj, a nonpraftt ~
Dl orgarWCl and 8IOtIbng under the lawS c1the s.. c1 0IIaMN. lor the puIl:lOIe
01 il'Mllling and Cllherwise .an.Mtenng the fundi Nt aide t),< Em~ In
connection wittI d*rred compensation piai'll eIlatlIiItled under leClion 457 c1
tie ,,.,,,., ~ Code d 1es. (!he "Cocle'). This.'g,...,..... tale aI*:t
upon .x:epanoe t),< the 1tuDe c1 its appointment t),< the Em~ to IeM
. 1i"*M in -=ordance herewllh U Nt b1h in the aa.ctled .oution.
WHIRIAI, the Em~ ha tIlabIilhed a ~ ccmpellUlion ~ under
eaetion ~7 d the Code (!he "PIanj;
WHIMAI. In order tI'Iat ~ will be suffic:ienl fundi ~ to diIcI'Iarge
tie Em~ contl'Ktual 0bIigaII0nI under the Plan, the EmpIo)ter dIai,.. to
.. UIde periodically amouro equal to the amount c1 compeNllion ~:
WHEJIIIAS. the fundi Nt uide. together wittI any and all __ deri'4d from
the II1\I8IlmeIt thenIol. are 10 be ecIu-..ly within the dominion, contraI, and
ownerthtp d the Em~, and IUbteCt to the Em~ aCIClIIAI right d wittI-
~. no em~ having any IntereIl ~ ll'l4nin;
NOW. THIIIEPOftE. this Agreement witnellllh tI'Iat (a) the Em~ will pey
mon.es to tI'le 'Ti'UIlM to be placed in ~ com~ accouro tor the
Empl~; (b) the 1tustee COoIeI'IantS tMI it will hold UICl una. and any Cllher
fundi whicn it may recetlle hereunder. in tnAt tor the ~ and ~ and
upon the IImlS and COIldibonI hnIl'l1ft1r -*S; Ind (e) the partieI hftt) agrw
. fallows:
\RncLE I. GlNEIW. DUT8 Of THI MJIT8
"""., GIneNI Duty GI the ImpIaIww; 'The ~... "... ~
ler periodic D8Y'MrG ~ to the emounlI d ill ~. ~
whICh .,. delerTed in accordanCe with the tIrma and COI ~ d the Plan
to the .... tMIlUCt1 ~ aN to be ~ under the 'lust.
""".2 GIneNI Dua. 01 the.....: 'The'1ullle'" hold II tundI
,..-..d ~ it hnuncIer. which. togIII'ler with the inC:Ome theNIfram, .".. c:on-
IlIMe lI'te TrUll Funcla. n II'IaII ~ the 'lull Fundi. CClIIeclthe Income
thenIol, and maka D8Y'MrG tN..om. II .lWIinlllr prcMdId. 'The 1tu.
tie ... Il1o hold ..lull F\TldS whic:tI nlltll.l'IClto . . ~ '1uIIIe
. ~ the E~ from eulling ~ ClClmpeIIIItior'l arrangementI with its
~ uncIIr" dllcnbed In -=tIOn.sf dtheCoda. Such'1tull F\TldS
II'IaII be IUtltId to all c1the terms and prcMIionI d this .tGt....,.,.,..
4IIncLI a. POWIJIII AND DUTIEI Of -r.- TRUITIIItINYllTlEn'.
ao.NIITMTION. AND DtUUfIIIIIINT OP THI TMIIT
PUN)I.
IeoIIon 2.' IlMetlNnt ,..,..,. Met Dullea of 1M........: The 1i'us-
tie II'IaII haI4 lI'te pcJiIlIer to ilMll and ,.lMIlthe pnllClPll and Income c1
the 'lust fundi and IlIIp the 'lust Fundll~. WlIhoul diIDncbon l*WMn
principii and inCome. in ICUtitIeI or ~ 0llW ~, 'till or perD'IIl, wner.
.. ~..ineIucing, bIA not IimIId tel. ~ cammon or ~.1:IOnCII.
~ r~. -r ..-.;n7'"
J~,~';~ ,: ;\;3,_ b
,.,.".,.. annuity and ireuranee policies, mcll1gages. and Cllher 8\I1dences cJ
il~_ or ~ l~ c:cmparlleS. common or group tM! funds.
or ~ and ditIarenl typeI c1 fundi (including eQUIty, fi~ Income) which
flAliIl ,.qui,..".,. c1.... and local ~ laws. pl'OIlded. hONe\ler. that
lI'te Ernpqer may direct i,.,...",.,.. t),< the 1Nae IITlOnQ 8\I8llable Investment
aIIImati\41 in IUCtI ~ _the Em~ auttIOriaS In connection W1th
ill ~ compenulion ~ wittI its em~ For these purposes,
It-. '1tuIt Fundi may be commingled wittI '1tust FundS Nt aside t),< Cllher
~ ~ to ltle tII'mI c1ltle leMA RIb,.",.,.. "tuIl. IFMillmenlI)CWolerS
veIIId in ltle 1tu-. t),< the Section may be ~ ~ ltle 'iI.IstIe II) al?f bank.
inannce or truIt CClII'lI*1't. or e/'I''''''''''''' ~, manager or agent IllIeded
~it.
IectIon a.2 Admlnletlatlva ,..,..,. of 1M 'ItuetM: The TNIIIe shall na-
ltle poMI' in ill diICNlIOn:
(a) b putCtlaee, or IUbecI'ibe kit, any NCUribes or other property a.rd (0
,..n ltle -.ne in tnAt.
(b) b ..., tIIChange. COIM"1. tranIIIr or ClIhetwiIt dispoee 01 any sec:Ull-
tiel or 0llW property held t),< it. ~ pn.... COnl~, or at publIC auction
No ~ dMling witt\ ltle 1tuae shill be bound to see the a;lpllCatlon
d lI'te putCtlue ITIOIWy or to inQuire 1I'l1O the ~, expediency. or proprl'
~ c1 any IUCtI .... or 0llW diIp:lIition.
(e) b ~ upon any IIl:lClcI. tlClnds. or ClIhet laCunties: to gtlle genera' or
special proaaes or powers c1 ~ wittI or WIIhout pcJiIlIer c1subslrtutlon.
to ..a. any ~ ptMiegIs. IUbcriptiOn rights. or Cllher optionS.
and to ",.. any peymentI incadentallhelW); to ~ or to consent 10,
or ClIheIwiM ~ in, c:orpor-. ~ or ClIhet Changes aflect.
ing ~ IICUritiea. and ll) ~ ~ powers. and 10 pay
any In II ,..... or cnarg. in CClI.1eQicln tI'lelWwith: and generally to exer.
eiIe any d tIW powers d an owner wittI r.-:t tClllOCka. bondS, sec:untles
or 0llW property held u pert c1 tIW "tuIl FundS.
(d) b C8IM any NCUriIiM or 0llW ~ held u pan c1the Trull FundS
to be ~~ in its own rwn. and to tlCId any ,,,....,,,.nts In bearer form.
but tIW I:lOOIla and reeorClI c1 tIW 1ft-.. ItIall at III times Wlow thaI III such
i~ are a pert c1ltle 'lust Funcla.
(e) b bom:lw or I'IiM rnoMV tor the purpoee c1the Trull in such amount.
and upon IUCfI *"" and eondilJona. _the 1YIIN shall deem adVIsable;
and, tor any un 10 ~. to .... its promtteOry note u Trust". and
to sec:ure\he ~!hereof ~ pledging all, or any part. c1the Trust
FunclS. No perIOn tending rnoMV to ltle rru.. shill be bound to see the
~~on d ltle rnoMV ... or to inQun no its ~, expediency or
pn:lpMIy d any IUCtI ~,
(f) b IlIIp IUCfI portion d \he lull Fundi in eaItl or cash bIIances as
the ~ from time to time. may deem to be In ltle belt Interest 01 the
'lust e...a.d 1'IaNby. wiItlOUI UbiIity tor i,.,.. !hereOn
(g) b accept and ,..n lor IUCtI time _It may deem advtsable al?f sec:UFI.
tiel or Qfler property ,..., or acQUIMd bv It . ~ hnuncler. wl'lethe!
or not suc:h sec:unbel or 0llW propefty would normally be purchased as
ilMlbTlent I'lerauncler.
..,
~
'~.' rl. 'I' o,r, C.' ,'" '~ (1 -7 -)
. ~'- t" \) _' t i
.
(h) b"'IM. ... ecIlllClWdge. WId dIr4r ~ WId II ~ d
...... WId ~1lI1Ct Md ." Md II CIIw ~ 1twl mav be
~ 01 _~_ tel '*'Y ~ h PGWM hIrIin grINId.
(I) b -.. ..0........... 0I1Ubmit tel e.1liIl~, ." cIeimI. dIt*. 01
dIrNgeI Clue 01 oMng tel 01 flam .. 'lull FundI; tel CDmI'IlelICt 01 dIIend
... 01_ 01 Unio...... pIacIICIillQl. Md tel ~.. ~ fundi
in II IUiII end _ end ......... Pftll*dj. lQI.
~ b do II uti ... tile II u:fI ~ end....,,1UCti riCII*
WId ptMIegeI. .-nough nCII ~y rnenIiOned hnIn. a the '1UIIM
may ~ '-'Y to adml,... the 1'uIt Fundlll'lCl tel carry aut the
purpaIII oIlhia 'lull,
IectIoft 2.1 DIItrtbuUoM flam the 1tuet'uncIa: The Empq.r ~
ippOIra the '1uIIM a IIIIlgtnl for the PUfl)Ole 01 /l\IIling dl.nl:lubOnl frOm
the 'lull FunCII. In Ihia ~ the terms and COIldiIionI .. forItIln the Plan
lie lD guide and ccnroI .. "'-" ~
IectJon 2.. *-lion of..,.. FuncIa: ~ Ieat once I year a oI.....UIIion
0.. ~ IJi the "'-. the '1UIIM IhIII dlelrmine the vatua 01 the
Trull Funca ~ 01 the 'lull Fundllhlll be '4Iued II ~r man.t ...
lithe cae 01 ~ on the *uIIion 0lIl. ex in the ~ 01 ~
~nabIe rrwtIIII ~ a the 'IuIlee I1'1III ~ne. in IlCCOrdInl::e wilh
"*"OdI COI.......t laIIowed and urvformly appied.
mcLE II. FOR PROTECTION OF TRUITIE
IectIon 3.11v1dence of ActIon by ~ The Truatea may,.;y upon
any certificale. natiCe 01 direction purporting 10 nave been IIgned on belWf
01 the Empoyer wtliCh the T~.. believellO nave been IIgned by I duly
deIignIIed oIIlcMI d the Empoyer 0 No c:omrnunicIIIon .,.. be bll'ding upon
any d the T~ Fundi 01 TNIlee unliIlhey are r~ by the TtuIIM.
IectIon 1.2 AdvIce ", eour.t: The ~ mav ecru wilh ." IIgII QIOl,n.
III wiIt'I ~ 10 the conItruC:tion oIlhi1 Agteement. III duIIeI hereunder.
01 any .:t. which it propoIeIlO lake 01 omit. and It\III nc;t be Utlle for any
ecuon taken 01 0Il'lIDId in good !lith Pu"'" lD IUCh advice.
IectIon 3.3 ..ee......... The 1tI-...", ~ ordinary eft and,.."..
bIe dillQlt"C& butlhlll nCII be liable for any ITllIIake 01 judgment 01 Cllher IClion
liken In good fMh. The 1YIIee ."." nCII be liable b any I0Il ....ned by
!he 'iUII FundS by -.en 01 any IrweIlmert rMOe in good lIith and In ICCOI-'
darce Wllh !he ~ d the AgrMmenl.
The li'uIIee's duties and obIigat1onIlI'leIl be ~ tel ~ ~
~ upon 1/ IJi Ihia Aol-,......
iITICLE IV. TAXES, EXPENIII AND COIIPINIATION OF TMJITU
IectIon ..1 ~ The -.u.e.", ~ fram ftI dWga 1iglN1he ~
Fundi any ... on 1he .... Fundi 0I1he income ..." 01 wtliCtI1he 1hJs.
lie IS ,.qUl~ to ~ wilI'I ~ tel 1he ..... d ." paOlI ~n.
Iection ..21J1per...: The ~ IflIII deducil flam II'lCl Charge 8g8insr
!he 'iUII FundI" 1.uclI.. ~ ~ IJi 1he 1uIIIe in !he 8dn'lIr'Ie-
traIIon aI!he 'iUII FundI. inducing CIllUrlIII. -.:v. inI..dl,"" ecMIOIy. and
Cllher '*-'Y ..... - ,RlcOROfO & RfCOllO VOlflfl!,
- tJ7J.u ,.u:.
~ ""-7-----
IfncLI Y. IITTLIIIIHT OF ACCOUNTI CIMlV Complroner. Orange Co.,"
The ""- Il'IIlI '-P -=cu,. and ~ ICCOUra d .. i~
. llcaipla. ~ and Cllher ~ heMunder.
WllNn ninety (10) ~ ., the cIoIe 01 uch .. yew. 1he ""-ell'llll ~
CIIr in duPiC*t tel \he Em~ In ICCOUnt 01 iII_ and tral'lMCbOnla Trus-
lie .....,.. If any ~ oIh 'lull Fund Il'IIlI be ~ 1Mlugtl!he mediI.m
at any common. caIIecti~ 01 commingled 1'UII FundI. the IaIl annu.I I1IPOIl
at IUCh 'lull Fundi ..... be IUtlmiDId with and IIlCOIPOl'IIId In \he ICCOUnt
If WlINn ninaly (90) _ ...,1he maing aI!he ICl:ClUn 01 ." .-nendId ICCOUrC
fie Em~ na I'lClt filed WIttl!he 'tuIlee noliCe 01 any otljeebon 10 any 8Cl
or tranuclJon d \he 'Iu-. 1he ICCOUnt 01 amended ICCOUnt Il'IIlI beccme
en ICCOUnt .... If env objIcbon ha been filed. and it the Empqer is ....
lid \hid illtlould be wiltlcRwn 01 it !he ICCOUnt is Idju-.clIO the Empqer..
...1tKbon, !he Empqer Il'IIlI in wrilIng liIed with the 1'uItee IIgnrty appnMI
j CIIlhe ICCOUnt end 1li'liiii become an 8CCClUnt ~.
When an ICCOUnt bIc:Cln'* In ICCOUnt ~. IUCh ICCOUnt IhaII be finally
1IIIIed. and h ~.wI be~ cIiICtWgICllnd rtIeued, u If SUCh
ICCOUnt had been IIIIIed end ~ IJi I jue:Igment Of decree d . court d
~ juriDclion in an IClion 01 proc8eding In whic:tlll'le TruIlee and !tie
E~... PMia
The ~ Il'IIlI ".. !he right tel IPPY II ." lime to I court d competent
~ b 1he iudic* eelIIement 01 iIIlCCOUnt.
AJmCLI VI. JIIUIGHATJON AND IIIIIIOVAL OF 11WSTU
IecIIon '.1 JItetIgndon or.......: The 1'UIlee may ,..gn at any tll,"e
by Nlng with 1he E~ ill wrilIIn '-VnIIIOn. Sucn ,..gnatlon stIIll talee
Ihct IIxty (80) clayI frOm !he dale d IUCh Nlng Ind upon appolntment aI
I II ooe-.or Pu"'" 10 Section 43.. whIc:heYer INII first occvr
IectIon '.2 .......... of.......: The Emptoyef may rerno>4 !he Trustee
. any lime by OIIivering 10 the 'tuIlee . wrrtten notICe 01111 removal and an
IPP(lintrnenl d I IlIOCellO' purtuant 10 Section 6.3. Sucn removal shall not
..1lIIct prior 10 Iildy (eo) a.ys frOm IUCh 0IIi\I8I'Y unlalll1e Trustee agrees
tel In __ tfIIcIMt dIIa
IectIon ..IIlIlIlOll\trMnt of SuCCI'" 1tuetee: The appolntment c:A a
.1CX*IClI' to the 'IUItM ..... lake eftec:l upon the delivery 10 lI1e Trustee c:A
(a) an irllttUment in writing -.cuted by the Emptoyef appontlng such sue.
ceeeor. and DOnerating IUCh .1CX*IClI' tram lilblily for !he acts and omlS'
lions 01 ill pred<<MIOf. and (b) an ~ I~ writing. eqcuted by sueh
.ICO-.or.
AI 01 the prO\Iiaiona .. forItI her_n with r--=t to the WuIlee shall relate
10 uch .1OCeIIO' wilh the ume ton::e and eftec:l u If IUCtlsuccessor had
been 0t9naIY rwned a 1'UIl8e hnunder.
It . t11CX*1Cl1' is nCII ~1'Md within lixty (150) dayS'" lI1e 'Iuslee glllllS
noliCe d ill r-onIIion purIUanllD Section &1., !he 'tuItee may apply to any
court d compewll JUtiIdictJon for appcllntrnenl 01 I IUCCeSSOr
IectIon ... ......., ", Funde to SulllHIIllO': Upon lI1e rtlSlgnatlon or
~ oIl11e '1tuItee and appcllntrnenl 01 I succeuor. and after lt1e final
ICCOUrt althe ~ his been propeny 1ItIIed. !he 1u8e snail transler and
deliver any d !he 1'usl FundS I~ lD IUCh 1UCCeSSOr.
AJmCLI VII. DUMTION AND MYOCATION OF TRUST AGREEMENT
IecIIon 1.1 DunItIon Md ~: This 'iUIl1haI1 continue tor such
lime a mav be ~ 10 ecc:ornpIiIt\ !he purp)I8 for whtc:h it was created
but r.wt be tlrmir-.d 01 reIIOMd II any lime by the EmPloyer as rt relates
to any andIOI.. ,.,.., pattJClpI!ing E/TlPIO)lMI. WriIlen nCIIlCe aI sueh terml'
nIIIOn 01 rw:aIIon Il'IIlI be gNen 10 the 1tUIIIe by lI1e EmPloyer. Upon ter.
rninllion 01 ~ , allI1e 'iUII. .. althe ..... thereolll'lall return to and
~ to the ~ r.tmlnatlOn 0I1hia ltuIt INIl nCII. ~r. relieve lt1e
ErnpIojier d 1he EmploJer'l conbnUlng obIigDon lD I)IIy deferred compensa-
tion 10 ~ in ICCOIdance WIth the temII aI!he Plan
IectIon 1.2 Amendment: The Empq.r INIl ".. lI1e nghllO amend thiS
Agreemert in wnote and In pert but only wilh the Tru...'s wntten consent
An; IUCh IrTIelICin'left II'I8Il become effKtJ~ Upon (a) dell....ry to lt1e Trustee
01 a wnnen rr'lllFUtrlent d IITIet Idrnert, and (b) !he endorMment by lt1e Trus-
.. on IUCh .nltrument d ill ccnert tMrIIo.
ARTICU VIII. ~ l*MlOUl
IectIon '.1 ~ or the ~ of ColumbIa to caow.m: ThiS Agree-
ment and1he Trull ner.bv ~ Il'IIlI be COIlItruecl Ind regulaled by the
laws 01 the o.nct d CoIumtIIa,.
IectIon '.21uIlulIOf' ~..: The~. lI'Ialllnclude any per-
I0I'l who t11CCMd1 the E~ II'lCl who Ihereb'; becomes Subj8Ct 10 the
0bhgIb0nI d 1he Ernpoyer under 1he Plan.
IectIon '.3 WIIhcIrI....: The Empq.r may. II Iny lime. and ITom time to
lime. WIthdraw I pol1JOII 01 III alltUIl Fundi crMled by th., Agreement
IectIon '0. Gender end NuIMer: The macuIine incluc:les lI1e feminine and
the _ngular Inc::ludeI!he plurW unlellll1e conlIIlll ~r. another meaning