R 4841 RESOLUTION NO. 4841
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ARROYO GRANDE TO ADOPT THE AMENDED AND
RESTATED 457 DEFERRED COMPENSATION PLAN AND
TRUST DOCUMENT AND INCLUDING OPTIONAL
PROVISIONS
WHEREAS, the City of Arroyo Grande has employees rendering valuable services; and
WHEREAS, the City has established a deferred compensation plan for such employees that
serves the interest 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 continuance of the deferred compensation
plan will serve this objectives; and
WHEREAS, amendments to the Internal Revenue Code have been enacted that require
changes to the structure of and allow enhancements of the benefits of the deferred
compensation plan; and
WHEREAS, the City desires to enhance the Plan by adopting the optional Roth Contribution
Provision as reflected in Article X of Exhibit A, attached herein, and allowing part time
employees to participate in the Plan.
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Arroyo Grande
does hereby amend and restate the ICMA Retirement Corporation Deferred Compensation
Plan and Trust as reflected in Exhibit A, attached herein.
BE IT FURTHER RESOLVED that the assets of the ICMA Plan shall be held in trust, with
the City serving as trustee ("Trustee"), for the exclusive benefit of the Plan participants and
their beneficiaries, and the assets shall not be diverted to any other purpose. The Trustee's
beneficial ownership of the Plan assets held in VantageTrust shall be held for the further
exclusive benefit of the Plan participants and their beneficiaries.
BE IT FURTHER RESOLVED that the Plan will not permit loans.
BE IT FURTHER RESOLVED that the City hereby agrees to serve as Trustee under the
Plan.
On motion of Council Member Barneich, seconded by Council Member Harmon, and on the
following roll call vote, to wit:
AYES: Council Members Barneich, Harmon, Brown, Ray, and Mayor Hill
NOES: None
ABSENT: None
the foregoing Resolution was passed and adopted this 10th day of April, 2018.
RESOLUTION NO. VBYt
PAGE 2
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JIM. ILL, MAYOR
ATTEST:
W64-161-C-
KELLY ET ORE, CITY CLERK
APPROVED AS TO CONTENT:
JA ,� ,Now GMAN, CITY MANAGER
APPROVED AS TO FORM:
HEATHER K. WHITHAM, CITY ATTORNEY
D
EXHIBIT A
457 GOVERNMENTAL DEFERRED COMPENSATION
PLAN AND TRUST
./4(\M
IC
TABLE OF CONTENTS
, Article I. Purpose 1
Article II. Definitions 1
2.01 Account 1
2.02 Accounting Date 1
2.03 Administrator 1
2.04 Automatic Distribution Date 2
2.05 Beneficiary 2
2.06 Deferred Compensation 2
2.07 Dollar Limitation 2
2.08 Employee 2
2.09 Employer 2
2.10 457 Catch-Up Dollar Limitation 2
2.11 Includible Compensation 2
2.12 Joinder Agreement 2
2.13 Normal Limitation 3
2.14 Normal Retirement Age 3
2.15 Participant 3
2.16 Percentage Limitation 3
2.17 Plan Year 3
2.18 Severance Event 3
2.19 Trust 4
Article III. Administration 4
3.01 Duties of the Employer 4
3.02 Duties of Administrator 4
Article IV. Participation in the Plan 4
4.01 Initial Participation 4
4.02 Amendment of Joinder Agreement 4
4.03 Automatic Enrollment 4
4.04 Vesting of Employer Contributions 7
Article V. Limitations on Deferrals 7
5.01 Normal Limitation 7
5.02 Catch-Up Limitations 7
5.03 Sick,Vacation.and Back Pay 8
5.04 Other Plans 8
5.05 Excess Deferrals 8
5.06 Protection of Person Who Serves in a'Uniformed Service 8
5.07 Benefit Accruals with Respect to Qualified Military Service 9
5.08 Benefit Accruals with Respect to Differential Wage Payments 9
457(b)Plan Document ii 2017
Article VI. Trust and Investment of Accounts 9
6.01 Investment of Deferred Compensation 9
6.02 Investment Powers 9
6.03 Taxes and Expenses 10
6.04 Payment of Benefits 10
6.05 Investment Funds 10
6.06 Valuation of Accounts 11
6.07 Participant Loan Accounts 11
6.08 Crediting of Accounts 11
6.09 Post-Severance Transfers Among Eligible Deferred Compensation Plans 11
6.10 Transfers Among Eligible Deferred Compensation Plans of the Employer 12
6.11 Eligible Rollover Distributions 12
6.12 Trustee-to-Trustee Transfers to Purchase Permissive Service Credit 14
6.13 Treatment of Distributions of Amounts Previously Rolled Over From 401(a)and 403(b)Plans and IRAs 14
6.14 Employer Liability 14
Article VII. Benefits 14
7.01 Retirement Benefits and Election on Severance Event 14
7.02 Payment Options 15
7.03 Limitation on Options 15
7.04 Minimum Required Distributions 16
7.05 Time and Manner of Distributions 16
7.06 Required Minimum Distributions During Participant's Lifetime 17
7.07 Required Minimum Distributions After Participant's Death 17
7.08 Definitions 18
7.09 Unforeseeable Emergencies 19
7.10 In-Service Distribution of Rollover Contributions 20
7.11 In-Service Distribution to Participants Age 701/2 or Older 20
7.12 Distribution of De Minimis Accounts 20
7.13 Deemed Severance from Employment 20
7.14 Distributions for Health and Long-Term Care Insurance for Public Safety Officers 21
7.15 EESA Provisions 21
7.16 KETRA and GOZA Provisions 21
Article VIII. Loans to Participants 21
8.01 Availability of Loans to Participants 21
8.02 Terms and Conditions of Loans to Participants 21
8.03 Participant Loan Accounts 23
Article IX. Roth Provisions 24
9.01 Definitions 24
9.02 Permitted Roth Elective Deferrals 25
9.03 Separate Accounting 25
9.04 Direct Rollovers 25
457(b)Pian Document iii 2017
9.05 In-Plan Roth Conversions 25
9.06 Availability of Loans from Designated Roth Accounts 26
Article X. Non-Assignability , 26
10.01 General 26
10.02 Domestic Relations Orders 26
10.03 IRS Levy 27
10.04 Mistaken Contribution 27
10.05 Payments to Minors and Incompetents 27
10.06 Procedure When Distributee Cannot Be Located 27
Article XI. Relationship to Other Plans and Employment Agreements 28
Article XII. Amendment or Termination of Plan 28
Article XIII.Applicable Law 28
Article XIV. Miscellaneous Items 29
14.01 Gender and Number 29
14.02 Electronic Communication and Consent 29
DECLARATION OF TRUST 29
457(b)Plan Document iv 2017
457 GOVERNMENTAL DEFERRED
COMPENSATION PLAN AND
TRUST
As Amended and Restated
Article I. Purpose
•
The Employee identified in Article 2.09 hereby establishes and maintains the Employer's Deferred Compensation Plan
and Trust,hereafter referred to as the"Plan."The Employer is a State, political subdivision of a State, or an agency or
instrumentality of a State or political subdivision, as described in Section 457(e)(1)(A) of the Internal Revenue Code
("the Code").
The primary purpose of this Plan is to provide retirement income and other deferred benefits to the Employees of the
Employer and the Employees' Beneficiaries in accordance with the provisions of Section 457 of the Code.
The Employer has determined that the establishment of a deferred compensation plan for the Employees of the
Employer 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.
This Plan shall be an agreement solely between the Employer and participating Employees.The Plan and Trust
forming a part hereof are established and shall be maintained for the exclusive benefit of Participants and their
Beneficiaries.No part of the corpus or income of the Trust shall revert to the Employer or be used for or diverted to
purposes other than the exclusive benefit of Participants and their Beneficiaries.
The Employer adopts the Group Trust created by the Declaration of Trust of VantageTrust Company.
Article II. Definitions
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 of the Participant's Deferred Compensation, and further
reflecting any distributions to the Participant or the Participant's Beneficiary and any fees or expenses charged
against such Participant's Deferred Compensation.
2.02 Accounting Date. For valuing the Trust's assets, as provided in Section 6.06, each business day that the
New York Stock Exchange is open for trading.
2.03 Administrator.The person or persons named in writing to carry out certain nondiscretionary
administrative functions under the Plan,as hereinafter described.The Employer may remove any
person as Administrator upon seventy-five (75) 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 seventy-five(75) days'advance notice in writing to the Employer, in which case the
Employer shall name another person or persons to act as Administrator. Unless otherwise provided in
the Plan, the Administrator shall act at the direction of the Employer and shall be fully protected in
acting on such direction. The Employer may enter into a separate agreement with the Administrator
457(b)Plan Document 1 2017
detailing features of the Plan and any elections as to the administration of the Plan.
2.04 Automatic Distribution Date.April 1 of the calendar year after the year the Participant attains age 701/2 or,
if later,has a Severance Event.
2.05 Beneficiary.The person or persons named by the Participant in his or her 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 Participant's death,unless otherwise provided in the Participant's Joinder Agreement.If no Beneficiary is
named in the Joinder Agreement, if the named Beneficiary predeceases the Participant, or if the named
Beneficiary does not survive the Participant for a period of fifteen (15) days,then the estate of the Participant
shall be the Beneficiary.If a married Participant resides in a community property state, the Participant shall be
responsible for obtaining appropriate consent of his or her spouse in the event the Participant names someone
other than his or her spouse as Beneficiary;provided,however that solely for purposes of this sentence, the
term "spouse" shall have the meaning determined by the Employer.
For purposes of Section 7.09(c),relating to unforeseeable emergency withdrawals, the term Primary
Beneficiary means an individual who is named as a Beneficiary under the Plan and who would have an
unconditional right to all or a portion of the Participant's account balance under the Plan upon the death of
the Participant(or Beneficiary who has inherited an account balance).
2.06 Deferred Compensation.The amount of Includible Compensation otherwise payable to the Participant
that the Participant and the Employer mutually agree to defer hereunder(including pursuant to automatic
enrollment in Section 4.03), any amount credited to a Participant's Account by reason of a transfer under
Section 6.09 or 6.10, a rollover under Section 6.11, or any other amount the Employer agrees to credit to a
Participant's Account.
2.07 Dollar Limitation.The applicable dollar amount within the meaning of Section 457(b)(2)(A) of the Code, as
adjusted for the cost-of-living in accordance with Section 457(e)(15) of the Code.
2.08 Employee.Any individual who provides services for the Employer,whether as an employee of the Employer,
as defined by state law,or as an independent contractor, and who has been designated by the Employer as
eligible to participate in the Plan.
2.09 Employer. which is a State, political subdivision of a State, or agency or
instrumentality of a State,as described in Section 457(e)(1)(A) of the Code.
2.10 457 Catch-Up Dollar Limitation.Twice the Dollar Limitation.
2.11 Includible Compensation. Includible Compensation of a Participant means"compensation," as defined in
Section 415(c)(3) of the Code,for services performed for the Employer.Includible Compensation shall be
determined without regard to any community property laws. For purposes of a Participant's Joinder
Agreement only and not for purposes of the limitations in Article V,Includible Compensation shall include
pre-tax contributions (excluding direct employer contributions) to an integral part trust of the employer
providing retiree health care benefits.
2.12 Joinder Agreement.An agreement entered into between an Employee and the Employer, including
any amendments or modifications thereof, that fixes the amount of Deferred Compensation,specifies a
preference among the investment alternatives designated by the Employer, names the Employee's
Beneficiary or Beneficiaries,and incorporates the terms, conditions, and provisions of the Plan by
457(b)Plan Document 2 2017
reference.A Joinder Agreement includes amounts that an Employer agrees to credit to the Employee's
account as "employer contributions."
2.13 Normal Limitation.The maximum amount of Deferred Compensation for any Participant for any taxable
year(other than amounts referred to in Sections 6.09, 6.10, and 6.11).
2.14 Normal Retirement Age.Age 701/2,unless the Participant has elected an alternate Normal Retirement Age
by written instrument delivered to the Administrator prior to a Severance Event.A Participant's Normal
Retirement Age determines the period during which a Participant may utilize the additional catch-up dollar
limitation of Section 5.02(b) hereunder and determines the right to receive certain tax free distributions
described in Section 7.14. Once a Participant has to any extent utilized the catch-up limitation of Section
5.02(b),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 immediate, unreduced retirement benefits under the Employer's basic
defined benefit retirement plan covering the Participant (or a money purchase pension plan of the Employer in
which the Participant also participates if the Participant is not eligible to participate in a defined benefit plan
of the Employer),and may not be later than the date the Participant will attain age 701/2. If the Participant
will not become eligible to receive benefits under a basic defined benefit retirement plan (or money purchase
pension plan, if applicable) maintained by the Employer,the Participant's alternate Normal Retirement Age
may not be earlier than 65 and may not be later than age 701/2 (except as provided in the next paragraph).
Solely for purposes of the prior two sentences,a plan of the Employer includes a plan maintained by the state
(or a political subdivision or agency or instrumentality of the state) in which the Employer is located. In no
event may a Participant's normal retirement age be different than the normal retirement age under the
Employer's other 457(b) plans,if any.
In the event the Plan has Participants that include qualified police or firefighters (as defined under Section
415(b)(2)(H)(ii)(I) of the Code), a normal retirement age may be designated for such qualified police or
firefighters that is not earlier than age 40 or later than age 701/2.Alternatively, qualified police or firefighters
may be permitted to designate a normal retirement age that is between age 40 and age 701/2.
2.15 Participant. Any Employee who has joined the Plan pursuant to the requirements of Article IV.Unless the
context requires otherwise, the term Participant includes an Employee or former Employee of the Employer
who has not yet received all of the payments of benefits to which he/she is entitled under the Plan.
2.16 Percentage Limitation. 100 percent of the Participant's Includible Compensation available to be contributed
as Deferred Compensation for the taxable year.
2.17 Plan Year.The calendar year, unless otherwise elected by the Employer.
2.18 Severance Event.A severance of the Participant's employment with the Employer within the meaning of
Section 457(d)(1)(A)(ii) of the Code.
_ In general, a Participant shall be deemed to have experienced a Severance Event for purposes of this Plan
when, in accordance with the established practices of the Employer,the employment relationship is considered
to have actually terminated. If the Plan does not allow participation by independent contractors of the
Employer,a Participant shall also be deemed to have experienced a Severance Event for purposes of the Plan
when, in accordance with the established practices of the Employer,the Participant ceases to be an employee
and becomes an independent contractor. If the Plan allows participation by independent contractors of the
457(b)Plan Document 3 2017
Employer,then in the case of a Participant who is an independent contractor of the Employer,a Severance
Event shall be deemed to have occurred when the Participant's contract 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, or such other events as may be permitted under the Code.
2.19 Trust.The Trust created under Article VI of the Plan which shall consist of all compensation deferred under
the Plan, plus any income and gains thereon,less any losses, expenses and distributions to Participants and
Beneficiaries.
Article III. Administration
3.01 Duties of the Employer.The Employer shall have the authority to make all discretionary decisions affecting
the rights or benefits of Participants that may be required in the administration of this Plan.The Employer's
decisions shall be afforded the maximum deference permitted by applicable law.
3.02 Duties of Administrator.The Administrator,as agent for the Employer and subject to oversight by 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 accordance with the provisions of this Plan.
Article IV. Participation in the Plan
4.01 Initial Participation.An Employee that the Employer elects to be eligible for the Plan may become a
Participant by entering into a Joinder Agreement(or by being treated as entering into a Joinder
Agreement pursuant to Section 4.03) prior to the beginning of the calendar month in which the Joinder
Agreement is to become effective to defer compensation not yet paid or made available, or such other
date as may be permitted under the Code.A new employee may defer compensation in the calendar
month during which he or she first becomes an employee if a Joinder Agreement is entered into on or
before the first day on which the employee performs services for the Employer.
4.02 Amendment of Joinder Agreement.A Participant may amend an executed Joinder Agreement to change the
amount of Includible Compensation not yet paid or made available that is to be deferred (including the
reduction of such future deferrals to zero). Such amendment shall become effective as of the beginning of the
calendar month commencing after the date the amendment is executed, or such other date as may be
permitted under the Code.A Participant may at any time amend his or her Joinder Agreement to change the
Beneficiary or specify investments, and such amendment shall become effective immediately.
4.03 Automatic Enrollment.
(a) If elected by the Employer, the Plan will provide for automatic enrollment. In this case,an Employee will
become a Participant,shall be treated as entering into a Joinder Agreement,and shall have compensation
deferred, at the amount equal to the percentage of compensation specified by the Employer, unless the
Employee affirmatively elects a different amount (or elects not to enter into a Joinder Agreement)within
the initial"opt-out" period specified by the Employer.The"opt-out" period shall be no less than thirty
(30) days and no more than ninety(90) days. The Participant will be treated as having entered into a
Joinder Agreement at the end of such opt-out period and Default Elective Deferrals shall begin on the
first pay period of the following calendar month. Unless otherwise elected by the Employer, these
457(b)Plan Document 4 2017
automatic enrollment provisions will also apply when an Employee is rehired.An Employee who
becomes a Participant pursuant to this Section 4.03 may amend the Joinder Agreement as provided in
Section 4.02.
(b) Definitions. The following definitions shall apply for this Section 4.03:
(1) Eligible Automatic Contribution Arrangement("EACA").An automatic contribution
arrangement that satisfies the uniformity and notice requirements of this Section 4.03.
(2) Automatic Contribution Arrangement.An arrangement under which, in the absence of an
affirmative election by a Covered Employee,a specified percentage of compensation will be
withheld from the Covered Employee's pay and contributed to the Plan as Deferred
Compensation.
(3) Covered Employee.A Participant identified by the Employer as being covered under the EACA.
An independent contractor cannot be a Covered Employee.
(4) Default Elective Deferrals.The Deferred Compensation contributed to the Plan under the EACA
on behalf of Covered Employees who do not have an affirmative election in effect regarding
Deferred Compensation.
(5) Default Rate.The percentage of a Covered Employee's compensation contributed to the Plan as a
Default Elective Deferral, per pay period, for a given Plan Year.The Default Rate is specified by the
Employer.
(c) Rules of Application
(1) Default Elective Deferrals will be made on behalf of Covered Employees who do not have an
affirmative election in effect regarding Deferred Compensation.The amount of Default Elective
Deferrals made for a Covered Employee each pay period is equal to the Default Rate multiplied by
the Covered Employee's compensation for that pay period. If the Employer elects, a Covered
Employee's Default Elective Deferrals will increase each Plan Year by a designated percentage,per
pay period,beginning with the second Plan Year that begins after the Default Rate first applies to
the Covered Employee.The increase will be effective beginning with the first pay period that
begins in such Plan Year.
(2) A Covered Employee will have a reasonable opportunity after receipt of the notice described in
Section 4.03(e) to make an affirmative election regarding Deferred Compensation (either to have
no Deferred Compensation contributed or to have a different amount of Deferred Compensation
contributed) before Default Elective Deferrals are made on the Covered Employee's behalf. Default
Elective Deferrals being made on behalf of a Covered Employee will cease as soon as
administratively feasible after the Covered Employee makes an affirmative election.An affirmative
election to have no Deferred Compensation contributed,made no later than ninety(90) days after
Default Elective Deferrals are first withheld from a Covered Employee's pay,shall be deemed a
request for distribution of the Covered Employee's Default Elective Deferrals under Section 4.03(f)
of the Plan, unless the Covered Employee affirmatively elects otherwise.
(d) Uniformity Requirement
(1) Except as provided in (2),below,if the Employer has elected to have Covered Employees' Default
457(b)Plan Document 5 2017
Elective Deferrals increase each Plan Year by a designated percentage,the same percentage of
compensation will be withheld as a Default Elective Deferral from all Covered Employees subject
to the Default Rate.
(2) Default Elective Deferrals will be reduced or stopped to meet the limitations under Section 457(b)
of the Code,and to satisfy any suspension period required after a hardship distribution from
another plan maintained by the Employer.
(e) Notice Requirement
(1) At least thirty(30) days,but not more than ninety(90) days, before the beginning of the Plan
Year,the Employer will provide each Covered Employee a comprehensive notice of the Covered
Employee's rights and obligations under the EACA,written in a manner calculated to be
understood by the average Covered Employee. If an employee becomes a Covered Employee after
the 90th day before the beginning of the Plan Year and does not receive the notice for that reason,
the notice will be provided no more than ninety(90) days before the employee becomes a Covered
Employee but no later than the date the employee becomes a Covered Employee.
(2) The notice must accurately describe:
(i) the amount of Default Elective Deferrals that will be made on the Covered Employee's behalf
in the absence of an affirmative election;
(ii) the Covered Employee's right to elect to have no Deferred Compensation deferred on his or
her behalf or to have a different amount of Deferred Compensation deferred;
(iii) how Default Elective Deferrals will be invested in the absence of the Covered Employee's
investment instructions; and
(iv) the Covered Employee's right to make a withdrawal of Default Elective Deferrals and
procedures for making such a withdrawal.
(f) Withdrawal of Default Elective Deferrals
(1) No later than ninety(90) days after Default Elective Deferrals are first withheld from a Covered
Employee's pay,the Covered Employee may request a distribution of his or her Default Elective
Deferrals.No spousal consent is required for withdrawal under this provision.
(2) The amount distributed from the Plan upon the Covered Employee's request is equal to the
amount of Default Elective Deferrals made through the earlier of(a) the pay date for the second
payroll period that begins after the Covered Employee's withdrawal request and(b) the first pay
date that occurs after thirty(30) days following the Covered Employee's request,plus attributable
earnings through the date of distribution.Any fee charged to the Covered Employee for the
withdrawal may not be greater than any other fee charged for a cash distribution.
(3) Unless the Covered Employee affirmatively elects otherwise, any withdrawal request will be
treated as an affirmative election to stop having Deferred Compensation deferred on the Covered
Employee's behalf as of the date specified in Section 4.03(f)(2) above.
457(b)Plan Document 6 2017
(4) Default Elective Deferrals distributed pursuant to this Section 4.03(f) are not counted towards the
dollar limitation on Deferred Compensation contained in Section 457(b) of the Code.Matching
contributions that might otherwise be allocated to a Covered Employee's account on behalf of
Default Elective Deferrals will not be allocated to the extent the Covered Employee withdraws such
Deferred Compensation pursuant to this Section 4.03(f) and any matching contributions already
made on account of Default Elective Deferrals that are later withdrawn pursuant to this Section
4.03(f)will be forfeited.
4.04 Vesting of Employer Contributions. If a Participant's Joinder Agreement provides for the Employer to credit
Deferred Compensation to a Participant's Account in the form of"employer contributions," such credits shall
be immediately vested, except as provided in Section 4.03(f)(4).
Article V. Limitations on Deferrals
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 the Dollar Limitation or the Percentage
Limitation.
5.02 Catch-Up Limitations.
(a) Catch-up Contributions for Participants Age 50 and Over:A Participant who has attained the age of 50
before the close of the taxable year,and with respect to whom no other elective deferrals may be made to
the Plan for the Plan Year by reason of the Normal Limitation of Section 5.01, may enter into a Joinder
Agreement to make elective deferrals in addition to those permitted by the Normal Limitation in an
amount not to exceed the lesser of:
(1) The applicable dollar amount as defined in Section 414(v)(2)(B) of the Code, as adjusted for the
cost-of-living in accordance with Section 414(v)(2)(C) of the Code; or
(2) The excess (if any) of:
(i) The Participant's Includible Compensation for the year, or
(ii) Any other elective deferrals of the Participant for such year which are made without regard to
this Section 5.02(a).
An additional contribution made pursuant to this Section 5.02(a) shall not,with respect to the year in
which the contribution is made, be subject to any otherwise applicable limitation contained in Section
5.01 above, or be taken into account in applying such limitation to other contributions or benefits under
the Plan or any other plan.This Section 5.02(a) shall not apply in any year to which a higher limit
under Section 5.02(b) applies.
(b) Last Three Years Catch-up Contribution: For each of the last three (3) taxable years for a Participant
ending the year before the year he or she attains (or will attain) Normal Retirement Age, the maximum
amount of Deferred Compensation shall be the lesser of:
(1) The 457 Catch-Up Dollar Limitation, or
(2) The sum of
457(b)Plan Document 7 2017
(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 theamount 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(x) the
Participant was eligible to participate in the Plan for such year,and (y) compensation (if any)
deferred under the Plan (or such other plan)was subject to the Normal Limitation.
Should the maximum Deferred Compensation under this Section 5.02(b) be lower in any of the three(3)
years than the maximum Deferred Compensation under Section 5.02(a),the Participant may instead defer
amounts under 5.02(a) if otherwise permitted and no further deferrals under Section 5.02(b)will be
permitted.
5.03 Sick,Vacation and Back Pay.If the Employer so elects, a Participant may defer all or a portion of the value of
the Participant's accumulated sick pay,accumulated vacation pay and/or back pay,provided that such deferral
does not cause total deferrals on behalf of the Participant to exceed the Dollar Limitation or Percentage
Limitation (including any catch-up dollar limitation) for the year of deferral.The election to defer such sick,
vacation and/or back pay must be made in a manner and at a time permitted under Section 1.457-4(d) of the
Income Tax Regulations.
For Plan Years beginning before January 1,2009,pursuant to proposed IRS regulations issued under Section
415 of the Code, the Plan may permit deferrals from compensation, including sick,vacation and back pay,
so long as the amounts are paid within 21 months following severance from employment and the other
requirements of Sections 457(b) and 415 of the Code are met. For Plan Years beginning on or after January
1,2009, pursuant to final IRS regulations issued under Section 415 of the Code, the Plan may permit
deferrals from compensation, including sick,vacation and back pay,so long as the amounts are paid by the
later of: (i) 21h months following severance from employment,and (ii) the end of the calendar year that
includes the date of such severance from employment, and the other requirements of Sections 457(b) and
415 of the Code are met.Additionally, the agreement to defer such amounts must be entered into prior to
the first day of the month in which the amounts otherwise would be paid or made available.
5.04 Other Plans.Notwithstanding any provision of the Plan to the contrary, the amount excludible from a
Participant's gross income under this Plan or any other eligible deferred compensation plan under Section
457(b) of the Code shall not exceed the limits set forth in Sections 457(b) and 414(v) of the Code.
5.05 Excess Deferrals.Any amount that exceeds the maximum Dollar Limitation or Percentage Limitation
(including any applicable catch-up dollar limitation) for a taxable year,shall constitute an excess deferral
for that taxable year.Any excess deferral shall be distributed to the Participant in accordance with the
requirements for excess deferrals under the Code and Section 1.457-4(e) of the Income Tax Regulations or
other applicable Internal Revenue Service guidance.
5.06 Protection of Person Who Serves in a Uniformed Service.An Employee whose employment is interrupted
by qualified military service under Section 414(u) of the Code or who is on leave of absence for qualified
military service under Section 414(u) of the Code may elect to contribute additional Deferred Compensation
upon resumption of employment with the Employer equal to the maximum Deferred Compensation that
the Employee could have elected during that period if the Employee's employment with the Employer had
continued (at the same level of Includible Compensation)without the interruption or leave, reduced by
Deferred Compensation,if any,actually made for the Employee during the period of the interruption or
leave.This right applies for five (5)years following the resumption of employment (or, if sooner, for a period
equal to three(3) times the period of the interruption or leave).
457(b)Plan Document 8 2017
5.07 Benefit Accruals with Respect to Qualified Military Service.Notwithstanding any provision of the Plan to
the contrary, if the Employer so elects, Participants who die or become Disabled while performing qualified
military service (as defined in Code Section 414(u))with respect to the Employer shall receive Plan
contributions as permitted under Code Section 414(u)(9).
5.08 Benefit Accruals with Respect to Differential Wage Payments. Unless otherwise elected by the Employer,
Plan contributions shall be made based on differential wage payments (as such term is defined in Section
3401(h)(2) of the Code).
Article VI. Trust and Investment of Accounts
6.01 Investment of Deferred Compensation.A Trust described in Section 457(g) of the Code is hereby created
to hold all the assets of the Plan for the exclusive benefit of Participants and Beneficiaries, except that
expenses and taxes may be paid from the Trust as provided in Section 6.03.The trustee shall be the
Employer or such other person that agrees with the consent of the Employer to act in that capacity
hereunder.
6.02 Investment Powers.The trustee shall have the powers listed in this Section with respect to investment of Trust
assets, except to the extent that the investment of Trust assets is directed by Participants, pursuant to Section
6.05 or to the extent that such powers are restricted by applicable law.
(a) To invest and reinvest the Trust without distinction between principal and income in common or
preferred stocks, shares of regulated investment companies and other mutual funds,bonds,loans, notes,
debentures, certificates of deposit, contracts with insurance companies including but not limited to
insurance, individual or group annuity,deposit administration,guaranteed interest contracts, and deposits
at reasonable rates of interest at banking institutions including but not limited to savings accounts and
certificates of deposit.Assets of the Trust may be invested in securities that involve a higher degree of risk
than investments that have demonstrated their investment performance over an extended period of time.
(b) To invest and reinvest all or any part of the assets of the Trust in any common, collective or commingled
trust fund that is maintained by a bank or other institution and that is available to Employee plans
described under Sections 457 or 401 of the Code, or any successor provisions thereto, and during the
period of time that an investment through any such medium shall exist, to the extent of participation of
the Plans, the declaration of trust of such commonly collective, or commingled,trust fund shall constitute
a part of this Plan.
(c) To invest and reinvest all or any part of the assets of the Trust in any group annuity,deposit
administration or guaranteed interest contract issued by an insurance company or other financial
institution on a commingled or collective basis with the assets of any other 457 plan or trust
qualified under Section 401(a) of the Code or any other plan described in Section 401(a)(24) of
the Code, and such contract may be held or issued in the name of the Administrator,or such
custodian as the Administrator may appoint, as agent and nominee for the Employer. During the
period that an investment through any such contract shall exist, to the extent of participation of the
Plan, the terms and conditions of such contract shall constitute a part of the Plan.
(d) To hold cash awaiting investment and to keep such portion of the Trust in cash or cash balances,
without liability for interest, in such amounts as may from time to time be deemed to be reasonable and
necessary to meet obligations under the Plan or otherwise to be in the best interests of the Plan.
457(b)Plan Document 9 2017
(e) To hold, to authorize the holding of, and to register any investment to the Trust in the name of the Plan,
the Employer,or any nominee or agent of any of the foregoing, including the Administrator, or in bearer
form, to deposit or arrange for the deposit of securities in a qualified central depository even though,
when so deposited,such securities may be merged and held in bulk in the name of the nominee of such
depository with other securities deposited therein by any other person, and to organize corporations or
trusts under the laws of any jurisdiction for the purpose of acquiring or holding title to any property for
the Trust,all with or without the addition of words or other action to indicate that property is held in a
fiduciary or representative capacity but the books and records of the Plan shall at all times show that all
such investments are part of the Trust.
(f) Upon such terms as may be deemed advisable by the Employer or the Administrator, as the case may be,
for the protection of the interests of the Plan or for the preservation of the value of an investment, to
exercise and enforce by suit for legal or equitable remedies or by other action, or to waive any right or
claim on behalf of the Plan or any default in any obligation owing to the Plan, to renew,extend the time
for payment of, agree to a reduction in the rate of interest on, or agree to any other modification or
change in the terms of any obligation owing to the Plan, to settle, compromise, adjust, or submit to
arbitration any claim or right in favor of or against the Plans to exercise and enforce any and all rights of
foreclosure, bid for property in foreclosure, and take a deed in lieu of foreclosure with or without paying
consideration therefor, to commence or defend suits or other legal proceedings whenever any interest of
the Plan requires it, and to represent the Plan in all suits or legal proceedings in any court of law or
equity or before any body or tribunal.
(g) To employ suitable consultants, depositories, agents,and legal counsel on behalf of the Plan.
(h) To open and maintain any bank account or accounts in the name of the Plan, the Employer,or any
nominee or agent of the foregoing, including the Administrator, in any bank or banks.
(i) To do any and all other acts that may be deemed necessary to carry out any of the powers set forth
herein.
The trustee may authorize the Administrator to exercise these powers as an agent for the trustee,subject to the
oversight of the trustee.
6.03 Taxes and Expenses.All taxes of any and all kinds whatsoever that may be levied or assessed under existing
or future laws upon the Plan, or in respect to the Trust,or the income thereof,and all commissions or
acquisitions or dispositions of securities and similar expenses of investment and reinvestment of the Trust,
shall be paid from the Trust. Such reasonable compensation of the Administrator,as may be agreed upon
from time to time by the Employer and the Administrator,and reimbursement for reasonable expenses
incurred by the Administrator in performance of its duties hereunder(including but not limited to fees for
legal, accounting, investment and custodial services) shall also be paid from the Trust.
6.04 Payment of Benefits.The payment of benefits from the Trust in accordance with the terms of the Plan may
be made by the Administrator, or by any custodian or other person so authorized by the Employer to make
such disbursement.The Administrator, custodian or other person shall not be liable with respect to any
distribution of Trust assets made at the direction of the Employer.
6.05 Investment Funds. In accordance with uniform and nondiscriminatory rules established by the Employer
and the Administrator, the Participant may direct his or her Accounts to be invested in one (1) or more
investment funds available under the Plan (including a fund or investment that consists of or is available
through an open brokerage window); provided, however, that the Participant's investment directions shall
457(b)Plan Document 10 '2017
•
not violate any investment restrictions established by the Employer. Neither the Employer, the
Administrator, nor any other person shall be liable for any losses incurred by virtue of following such
directions or with any reasonable administrative delay in implementing such directions.
6.06 Valuation of Accounts.As of each Accounting Date, the Plan assets held in each investment fund offered shall
be valued at fair market value and the investment income and gains or losses for each fund shall be determined.
Such investment income and gains or losses shall be allocated proportionately among all Account balances on a
fund-by-fund basis.The allocation shall be in the proportion that each such Account balance as of the
immediately preceding Accounting Date bears to the total of all such Account balances as of that Accounting
Date. For purposes of this Article, all Account balances include the Account balances of all Participants and
Beneficiaries.
6.07 Participant Loan Accounts.Participant loan accounts shall be invested in accordance with Section 8.03 of the
Plan. Such Accounts shall not share in any investment income and gains or losses of the investment funds
described in Sections 6.05 and 6.06.
6.08 Crediting of Accounts.The Participant's Account shall reflect the amount and value of the investments or
other property obtained by the Employer through the investment of the Participant's Deferred Compensation
pursuant to Sections 6.05 and 6.06. 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 construed 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 or her Account.
6.09 Post-Severance Transfers Among Eligible Deferred Compensation Plans.
(a) Incoming Transfers:A transfer may be accepted from an eligible deferred compensation plan maintained
by another employer and credited to a Participant's or Beneficiary's Account under the Plan if:
(1) In the case of a transfer for a Participant, the Participant has had a Severance Event with that
employer and become an Employee of the Employer;
(2) The other employer's plan provides that such transfer will be made; and
(3) The Participant or Beneficiary whose deferred amounts are being transferred will have an amount
immediately after the transfer at least equal to the deferred amount immediately before the transfer.
The Employer may require such documentation from the predecessor plan as it deems necessary to effectuate
the transfer in accordance with Section 457(e)(10) of the Code, to confirm that such plan is an eligible
deferred compensation plan within the meaning of Section 457(b) of the Code,and to assure that transfers are
provided for under such plan.The Employer may refuse to 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.
(b) Outgoing Transfers:An amount may be transferred to an eligible deferred compensation plan maintained
by another employer,and charged to a Participant's or Beneficiary's Account under this Plan, if:
(1) In the case of a transfer for a Participant, the Participant has a Severance Event with the Employer
and becomes an employee of the other employer;
(2) The other employer's plan provides that such transfer will be accepted;
457(b)Plan Document 11 2017
(3) The Participant or Beneficiary 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 discharged and
assumed by the other employer; and
(4) The Participant or Beneficiary whose deferred amounts are being transferred will have an amount
immediately after the transfer at least equal to the deferred amount immediately before the transfer.
The Employer may require such documentation from the other 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(b) of the Code, and to assure that transfers are provided for under such plan. Such transfers shall be made
only under such circumstances as are permitted under Section 457 of the Code and the regulations thereunder.
6.10 Transfers Among Eligible Deferred Compensation Plans of the Employer.
(a) Incoming Transfers.A transfer may be accepted from another eligible deferred compensation plan
maintained by the Employer and credited to a Participant's or Beneficiary's Account under the Plan if:
(1) The Employer's other plan provides that such transfer will be made;
(2) The Participant or Beneficiary whose deferred amounts are being transferred will have an amount
immediately after the transfer at least equal to the deferred amount immediately before the transfer;
and
(3) The Participant or Beneficiary whose deferred amounts are being transferred is not eligible for
additional annual deferrals in the Plan unless the Participant or Beneficiary is performing services
for the Employer.
(b) Outgoing Transfers.An amount may be transferred to another eligible deferred compensation plan
maintained by the Employer and credited to a Participant's or Beneficiary's Account under the Plan if:
(1) The Employer's other plan provides that such transfer will be accepted;
(2) The Participant or Beneficiary whose deferred amounts are being transferred will have an amount
immediately after the transfer at least equal to the deferred amount immediately before the transfer;
and
(3) The Participant or Beneficiary whose deferred amounts are being transferred is not eligible for
additional annual deferrals in the Employer's other eligible deferred compensation plan unless the
Participant or Beneficiary is performing services for the Employer.
6.11 Eligible Rollover Distributions.
(a) Incoming Rollovers:An eligible rollover distribution may be accepted from an eligible retirement plan and
credited to a Participant's Account under the Plan.The Employer may require such documentation from
the distributing plan as it deems necessary to effectuate the rollover in accordance with Section 402 of the
Code and to confirm that such plan is an eligible retirement plan within the meaning of Section
402(c)(8)(B) of the Code.The Plan shall separately account(in one (1) or more separate accounts) for
eligible rollover distributions from any eligible retirement plan.
457(b)Plan Document 12 2017
(b) Outgoing Rollovers:Notwithstanding any provision of the Plan to the contrary that would otherwise limit
a distributee's election under this Section, a distributee may elect, at the time and in the manner
prescribed by the Administrator, to have any portion of an eligible rollover distribution paid directly to
an eligible retirement plan specified by the distributee in a direct rollover.
(c) Definitions:
(1) Eligible Rollover Distribution:An eligible rollover distribution is any distribution of all or any
portion of the balance to the credit of the distributee, except that an eligible rollover distribution
does not include:any distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the distributee and the distributee's named beneficiary,
or for a specified period of ten years or more; any distribution to the extent such distribution is
required under Sections 401(a)(9) and 457(d)(2) of the Code; and any distribution made as a
result of an unforeseeable emergency of the employee. Subject to Section 9.04 (related to
rollovers of Roth amounts),for purposes of distributions from other eligible retirement plans
rolled over into this Plan, the term eligible rollover distribution shall not include the portion of
any distribution that is not includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer securities),such as after-tax
contributions.
(2) Eligible Retirement Plan:An eligible retirement plan is an individual retirement account described
in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the
Code, an annuity plan described in Sections 403(a) or 403(b) of the Code, a qualified trust
described in Section 401(a) of the Code, or an eligible deferred compensation plan described in
Section 457(b) of the Code which is maintained by an eligible governmental employer described in
Section 457(e)(1)(A) of the Code, that accepts the distributee's eligible rollover distribution.
Effective for distributions after December 31,2007,a Participant may elect to have any portion of
an Eligible Rollover Distribution paid directly to a Roth IRA described in Section 408A of the
Code. Such a direct payment, as a qualified rollover distribution described in Section 408A(e)(1) of
the Code,would be taxable to the Participant to the extent required by Section 408A(d)(3) of the
Code.
(3) Distributee:A distributee includes an Employee or former Employee. In addition,the Employee's
or former Employee's surviving spouse and the Employee's or former Employee's spouse or former
spouse who is the alternate payee under a qualified domestic relations order,as defined in Section
414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse. For
distributions after December 31, 2006 (unless the Employer elected a different effective date in a
prior plan document, a distributee includes the Employee's or former Employee's nonspouse
designated Beneficiary,in which case, the distribution can only be transferred to a traditional or
Roth IRA established on behalf of the nonspouse designated Beneficiary, in the Participant's name,
for the purpose of receiving the distribution.
(4) Direct Rollover:A direct rollover is a payment by the plan to the eligible retirement plan specified
by the distributee.
(d) Rollover by a Non-Spouse Designated Beneficiary
(1) Unless otherwise elected by the Employer,for distributions in Plan Years beginning after December
31, 2006 but on or before December 31,2009,a non-spouse Beneficiary who qualifies as a
457(b)Plan Document 13 2017
"designated beneficiary" under Code Section 401(a)(9)(E) may establish an individual retirement
plan that will be treated as aninherited IRA pursuant to the provisions of Code Section 402(c)(11)
into which all or a portion of a death benefit distribution from this Plan can be transferred directly.
A trust maintained for the benefit of one (1) or more designated beneficiaries shall be treated in the
same manner as a designated beneficiary.
(2) Notwithstanding subsection(1),for distributions in Plan Years beginning after December 31,2009,
a non-spouse Beneficiary who qualifies as a"designated beneficiary" under Code Section
401(a)(9)(E) may establish an individual retirement plan that will be treated as an inherited IRA
pursuant to the provisions of Code Section 402(c)(11) into which all or a portion of a death
benefit distribution from this Plan can be transferred directly.A trust maintained for the benefit of
one(1) or more designated beneficiaries shall be treated in the same manner as a designated
beneficiary.
(3) Notwithstanding anything herein to the contrary,a death benefit distribution shall not be eligible
for transfer to an inherited IRA to the extent such distribution is a required minimum distribution
under Code Section 401(a)(9).
(4) If the dates noted above are modified by the Employer's prior plan document, the December
31,2009 dates in subsections (1) and (2),above,will be modified, as applicable, by the
Employer's prior plan document.
6.12 Trustee-to-Trustee Transfers to Purchase Permissive Service Credit.All or a portion of a Participant's
Account may be transferred directly to the trustee of a defined benefit governmental plan (as defined in
Section 414(d) of the Code) if such transfer is (a) for the purchase of permissive service credit (as defined in
Section 415(n)(3)(A) of the Code) under such plan, or(b) a repayment to which Section 415 of the Code
does not apply by reason of subsection (k)(3) thereof,within the meaning of Section 457(e)(17) of the Code.
6.13 Treatment of Distributions of Amounts Previously Rolled Over From 401(a) and 403(b) Plans and IRAs.
For purposes of Section 72(t) of the Code,a distribution from this Plan shall be treated as a distribution from a
qualified retirement plan described in Section 4974(c)(1) of the Code to the extent that such distribution is
attributable to an amount transferred to an eligible deferred compensation plan from a qualified retirement
plan (as defined in Section 4974(c) of the Code).
6.14 Employer Liability.In no event shall the Employer's liability to pay benefits to a Participant under this Plan
exceed the value of the amounts credited to the Participant's Account; neither the Employer nor the
Administrator shall be liable for losses arising from depreciation or shrinkage in the value of any investments
acquired under this Plan.
Article VII. Benefits
7.01 Retirement Benefits and Election on Severance Event.
(a) General Rule:Except as otherwise provided in this Article VII, the distribution of a Participant's Account
shall commence as of a Participant's Automatic Distribution Date, and the distribution of such benefits
shall be made in accordance with one of the payment options described in Section 7.02.
Notwithstanding the foregoing,but subject to the following paragraphs of this Section 7.01, the
Participant may elect following a Severance Event to have the distribution of benefits commence on a
fixed determinable date other than that described in the preceding sentence, but not later than April 1 of
457(b)Plan Document 14 2017
the year following the year of the Participant's retirement or attainment of age 701/2,whichever is later.
The Participant's right to change his or her election with respect to commencement of the distribution of
benefits shall not be restrained by this Section 7.01. Notwithstanding the foregoing, the Administrator,
in order to ensure the orderly administration of this provision, may establish a deadline after which such
election to defer the commencement of distribution of benefits shall not be allowed for those benefits
administered by Administrator.
(b) Loans:Notwithstanding the foregoing provisions of this Section 7.01, no election to defer the
commencement of benefits after a Severance Event shall operate to defer the distribution of any amount
in the Participant's loan account in the event of a default of the Participant's loan.
7.02 Payment Options.As provided in Sections 7.01 and 7.04, a Participant may elect to have the value of the
Participant's Account distributed in accordance with one of the following 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 or her Account is exhausted;
(b) One (1) 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,
including the incidental death benefit requirements of Section 401(a)(9)(G), over the life expectancy of
the Participant or over the life expectancies of the Participant and his or her Beneficiary;
(e) Payments equal to payments made by the issuer of a retirement annuity policy acquired by the
Employer;
(f A split distribution under which payments under options (a), (b), (c) or (e) commence or are made at
the same time, as elected by the Participant under Section 7.01,provided that all payments commence
(or are made) by the latest benefit commencement date permitted under Section 7.01;
(g) Any other payment option elected by the Participant and agreed to by the Employer and Administrator.
A Participant's selection of a payment option under Subsections (a), (c), or(g) above may include the selection
of an automatic annual cost-of living increase. Such increase will be based on the rise in the Consumer Price
Index for All Urban Consumers (CPI-U) from the third quarter of the last year in which a cost-of-living
increase was provided to the third quarter of the current year.Any increase will be made in periodic payment
checks beginning the following January.
7.03 Limitation on Options.A Participant may not select a payment option under subsections 7.02(a) or(c) if the
amount of any such periodic payment is less than $100. No payment option maybe selected by a Participant
under Sections 7.02 or 7.04 unless it satisfies the requirements of Sections 401(a)(9) and 457(d)(2) of the
Code,including the requirement that payments commencing before the death of the Participant shall satisfy
the incidental death benefit requirements under Section 401(a)(9)(G) of the Code.
7.04 Minimum Required Distributions.Notwithstanding any provision of the Plan to the contrary, the Plan shall
comply with the minimum required distribution rules set forth in Sections 457(d)(2) and 401(a)(9) of the
457(b)Plan Document 15 2017
Code,including the incidental death benefit requirements of Section 401(a)(9)(G) of the Code.
(a) Application of Minimum Distribution Requirements:The minimum distribution requirements of Section
401(a)(9) of the Code shall only apply to the Plan to the extent that such requirements are applicable
by law for a year.Pursuant to the Worker,Retiree, and Employer Recovery Act of 2008 ("WRERA"),
required minimum distributions were suspended for 2009.
(b) Special Rule for Scheduled Installment Payments:All installment payments scheduled to be distributed to a
Participant prior to the effective date of a suspension of the required minimum distribution provisions
of Code Section 401(a)(9) shall be distributed as scheduled unless the Participant affirmatively elects to
have the payments stopped. Notwithstanding the foregoing,for purposes of this Section 7.04(b), the
effective date of the suspension of the required minimum distribution provisions for 2009 shall be
deemed January 6, 2009.
7.05 Time and Manner of Distribution.
(a) Automatic Distribution Date. The Automatic Distribution Date is April 1 of the year that follows the later of
(1) the calendar year the Participant attains age 701 or(2) retires due to a Severance Event. If the
Participant postpones the required distribution due in the calendar year he or she attains age 701 or severs
employment,to the Automatic Distribution Date, the second required minimum distribution must be taken
by the end of that year.The Participant's Account will be distributed, or begin to be distributed to the
Participant no later than the Participant's Automatic Distribution Date.
(b) Death of Participant Before Distributions Begin.Except as otherwise permitted by Section 401(a)(9) of the
Code,if the Participant dies before distributions begin, the Participant's Account will be distributed,or
begin to be distributed, no later than as follows:
(1) If the Participant's surviving spouse is the Participant's sole Designated Beneficiary,then,
distributions to the surviving spouse will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died, or by December 31 of the calendar year in
which the Participant would have attained age 701/2,if later.
(2) If the Participant's surviving spouse is not the Participant's sole Designated Beneficiary, then
distributions to the Designated Beneficiary will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died.
(3) If there is no Designated Beneficiary as of September 30 of the year following the year of the
Participant's death, the Participant's Account will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death.
(4) If the Participant's surviving spouse is the Participant's sole Designated Beneficiary and the surviving
spouse dies after the Participant but before distributions to the surviving spouse begin, this
subparagraph 7.05(b), other than subsection 7.05(b)(1),will apply as if the surviving spouse were the
Participant.
Distributions are considered to begin on the Participant's Automatic Distribution Date for purposes of this
Section 7.05 and Section 7.07, unless Section 7.05(b)(4) applies. If Section 7.05(b)(4) applies,
distributions are considered to begin on the date distributions are required to begin to the surviving spouse
under Section 7.05(b)(1). If distributions under an annuity purchased from an insurance company
irrevocably commence to the Participant before the Participant's Automatic Distribution Date(or to the
Participant's surviving spouse before the date distributions are required to begin to the surviving spouse
under Section 7.05(b)(1)), the date distributions are considered to begin is the date distributions actually
457(b)Plan Document 16 2017
commence.
(c) Death of Participant On or After Distributions Begin. Except as otherwise permitted by Section 401(a)(9) of
the Code,if the Participant dies on or after distributions begin and before depleting his or her Account,
distributions must commence to the Designated Beneficiary by December 31 of the calendar year
immediately following the calendar year in which the Participant died.
(d) Forms of Distribution. Unless the Participant's Account is distributed in the form of an annuity purchased
from an insurance company or in a single-sum on or before the Automatic Distribution Date, as of the first
Distribution Calendar Year, distributions will be made in accordance with Sections 7.06 and 7.07. If the
Participant's Account is distributed in the form of an annuity contract purchased from an insurance
company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of
the Code and the Income Tax Regulations.
7.06 Required Minimum Distributions During Participant's Lifetime.
(a) Amount of Required Minimum Distribution for Each Distribution Calendar Year. During the Participant's
lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:
(1) the quotient obtained by dividing the Participant's Account Balance by the distribution period set
forth in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9, Q&A-2, of the Income Tax
Regulations using the Participant's age as of the Participant's birthday in the Distribution Calendar
Year; or
(2) if the Participant's sole Designated Beneficiary for the Distribution Calendar Year is the Participant's
spouse, the quotient obtained by dividing the Participant's Account Balance by the number in the
Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9, Q&A-3, of the Income Tax
Regulations using the Participant's and spouse's attained ages as of the Participant's and spouse's
birthdays in the Distribution Calendar Year.
(b) Lifetime Required Minimum Distributions Continue Through Year of Participant's Death. Required minimum
distributions will be determined under this Section 7.06 beginning with the first Distribution Calendar Year
and continuing up to, and including, the Distribution Calendar Year that includes the Participant's date of
death.
7.07 Required Minimum Distributions After Participant's Death.
(a) Death On or After Date Distributions Begin.
(1) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date
distributions begin and there is a Designated Beneficiary, the minimum amount that will be
distributed for each Distribution Calendar Year after the year of the Participant's death is the
quotient obtained by dividing the Participant's Account Balance by the longer of the remaining Life
Expectancy of the Participant or the remaining Life Expectancy of the Participant's Designated
Beneficiary, determined as follows:
(i) The Participant's remaining Life Expectancy is calculated using the age of the
Participant in the year of death,reduced by one for each subsequent year.
(ii) If the Participant's surviving spouse is the Participant's sole Designated
Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each
Distribution Calendar Year after the year of the Participant's death using the surviving
spouse's age as of the spouse's birthday in that year. For Distribution Calendar Years
457(b)Plan Document 17 2017
after the year of the surviving spouse's death, the remaining Life Expectancy of the
surviving spouse is calculated using the age of the surviving spouse as of the spouse's
birthday in the calendar year of the spouse's death, reduced by one for each subsequent
calendar year.
(iii) If the Participant's surviving spouse is not the Participant's sole Designated Beneficiary,
the Designated Beneficiary's remaining life expectancy is calculated using the age of the
Beneficiary in the year following the year of the Participant's death, reduced by one for
each subsequent year.
(2) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there
is no Designated Beneficiary as of September 30 of the year after the year of the Participant's death,
the minimum amount that will be distributed for each Distribution Calendar Year after the year of
the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the
Participant's remaining Life Expectancy calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.
(b) Death Before Date Distributions Begin.
(1) Participant Survived by Designated Beneficiary.Except as permitted by Section 401(a)(9) of the
Code, if the Participant dies before the date distributions begin and there is a Designated Beneficiary,
the minimum amount that will be distributed for each Distribution Calendar Year after the year of
the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the
remaining Life Expectancy of the Participant's Designated Beneficiary, determined as provided in
Section 7.07(a).
(2) No Designated Beneficiary.If the Participant dies before the date distributions begin and there is no
Designated Beneficiary as of September 30 of the year following the year of the Participant's death,
distribution of the Participant's entire Account will be completed by December 31 of the calendar
year containing the fifth anniversary of the Participant's death.
(3) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the
Participant dies before the date distributions begin, the Participant's surviving spouse is the
Participant's sole Designated Beneficiary,and the surviving spouse dies before distributions are
required to begin to the surviving spouse under Section 7.05(b)(1), this Section 7.07(b)will apply as
if the surviving spouse were the Participant.
7.08 Definitions.
(a) Designated Beneficiary.The individual who is a designated by the Participant (or the Participant's surviving
spouse) as the Beneficiary of the Participant's interest under the Plan and who is the Designated Beneficiary
under Section 401(a)(9) of the Code and Section 1.401(a)(9)-4 of the Income Tax Regulations.
(b) Distribution Calendar Year.A calendar year for which a minimum distribution is required. For distributions
beginning before the Participant's death, the first Distribution Calendar Year is the calendar year
immediately preceding the calendar year which contains the Participant's Automatic Distribution Date.For
distributions beginning after the Participant's death, the first Distribution Calendar Year is the calendar year
in which distributions are required to begin under Sections 7.05(b) and (c).The required minimum
distribution for the Participant's first Distribution Calendar Year will be made on or before the Participant's
Automatic Distribution Date.The required minimum distribution for other Distribution Calendar Years,
including the required minimum distribution for the Distribution Calendar Year in which the Participant's
Automatic Distribution Date occurs,will be made on or before December 31 of that Distribution Calendar
Year.
457(b)Plan Document 18 2017
(c) Life Expectancy. Life Expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9,
Q&A-1, of the Income Tax Regulations.
(d) Participant's Account Balance.The Account Balance as of the last Accounting Date in the calendar year
immediately preceding the Distribution Calendar Year(valuation calendar year) increased by the amount of
any contribution made and allocated or forfeitures allocated to the Account Balance as of dates in the
valuation calendar year after the Accounting Date and decreased by distributions made in the valuation
calendar year after the Accounting Date.The Account Balance for the valuation calendar year includes any
amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution
Calendar Year if distributed or transferred in the valuation calendar year.
7.09 Unforeseeable Emergencies.
(a) In the event an unforeseeable emergency occurs, a Participant, or a Beneficiary with a current
unconditional right to all or a portion of the Participant's account balance under the Plan following the
death of the Participant, may,unless otherwise elected by the Employer, apply to the Employer(or the
Administrator, acting on behalf of the Employer) to receive that part of the value of his or her Account
that is reasonably needed to satisfy the emergency need. If such an application is approved by the
Employer (or the Administrator, acting on behalf of the Employer),the Participant or Beneficiary shall
be paid only such amount as the Employer or Administrator 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 circumstances of severe financial hardship
of a Participant or Beneficiary resulting from an illness or accident of the Participant or Beneficiary, the
Participant's or Beneficiary's spouse, or the Participant's or Beneficiary's dependent(as defined in Section
152 of the Code, and, for taxable years beginning on or after January 1,2005,without regard to Sections
152(b)(1), (b)(2), and(d)(1)(B) of the Code);loss of the Participant's or Beneficiary's property due to
casualty(including the need to rebuild a home following damage to a home not otherwise covered by
homeowner's insurance, e.g.,as a result of a natural disaster); or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant or the
Beneficiary. For example, the imminent foreclosure of or eviction from the Participant's or Beneficiary's
primary residence may constitute an unforeseeable•emergency. In addition, the need to pay for medical
expenses,including non-refundable deductibles, as well as for the cost of prescription drug medication,
may constitute an unforeseeable emergency.The need to pay for the funeral expenses of a spouse or a
dependent(as defined in Section 152 of the Code,and, for taxable years beginning on or after January
1,2005,without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code) may also constitute an
unforeseeable emergency. In addition, loss of property due to theft,legal bills involving criminal charges,
and lost or reduced wages of the Participant's or Beneficiary's household may constitute an unforeseeable
emergency if extraordinary, unforeseeable,and arising as a result of events beyond the control of the
Participant or Beneficiary and otherwise meeting the conditions described in Section 7.09(a). Except as
otherwise specifically provided in this Section 7.09(b), the purchase of a home and the payment of
college tuition are not unforeseeable emergencies.
(c) Unless otherwise elected by the Employer, the determination of any unforeseeable emergency will be
expanded to include circumstances of severe financial hardship resulting from an illness or accident of a
Primary Beneficiary or other similar extraordinary and unforeseeable circumstances of a Primary
Beneficiary that result in a severe financial hardship.
457(b)Plan Document 19 2017
7.10 In-Service Distribution of Rollover Contributions.Effective January 1,2006, the Employer may elect to
allow Participants to receive an in-service distribution of amounts attributable to rollover contributions to the
Plan. If the Employer has elected to make such distributions available, a Participant that has a separate
account attributable to rollover contributions to the Plan may at any time elect to receive a distribution of all
or any portion of the amount held in the rollover account.
7.11 In-Service Distribution to Participants Age 701/z or Older. Unless otherwise elected by the Employer,a
Participant who has reached age 701/z and has not yet had a Severance Event, may, at any time, request a
distribution of all or a part of his or her Account.
7.12 Distribution of De Minimis Accounts.Notwithstanding the foregoing provisions of this Article VII:
(a) Mandatory Distribution:If the value of a Participant's Account is less than$1,000, the Participant's
Account shall be paid to the Participant in a single lump sum distribution,provided that:
(1) No amount has been deferred under the Plan with respect to the Participant during the 2-year
period ending on the date of the distribution; and
(2) There has been no prior distribution under the Plan to the Participant pursuant to this Section
7.12.
Notwithstanding any other provisions of the Plan to the contrary,if the amount of a Beneficiary's
Account following notification of a Participant's death is less than$1,000,the Beneficiary's Account
may be paid to the Beneficiary in a single lump sum distribution.
(b) Voluntary Distribution:If the value of the Participant's Account is at least$1,000 but not more than the
dollar limit under Section 411(a)(11)(A) of the Code, the Participant may elect to receive his or her
entire Account in a lump sum payment if:
(1) No amount has been deferred under the Plan with respect to the Participant during the 2-year
period ending on the date of the distribution; and
(2) There has been no prior distribution under the Plan to the Participant pursuant to this Section
7.12. '
7.13 Deemed Severance from Employment.
(a) Unless otherwise elected by the Employer, effective January 1, 2009, a Participant shall be deemed
to have a severance from employment solely for purposes of eligibility to receive distributions from
the Plan during any period the individual is performing service in the uniformed services (as defined
in chapter 43 of title 38, United States Code) for more than thirty(30) days.
(b) If a Participant receives a distribution pursuant to Section 7.13(a), then during the six-month period
beginning on the date of the distribution the Participant shall not be permitted to defer compensation.
(c) If a Participant receives a distribution which could be attributable to: (i) a deemed severance from
employment described in subsection (a); or (ii) another distribution event under the Plan, then the
distribution shall be considered made pursuant to the distribution event referenced in (ii), and the
Participant shall not be subject to the limitation on elective deferrals or Voluntary Employee
457(b)Plan Document 20 2017
Contributions set forth in subsection (b).
7.14 Distributions for Health and Long-Term Care Insurance for Public Safety Officers.
(a) If elected by the Employer, for Plan Years beginning after December 31, 2006,Eligible Retired Public
Safety Officers may elect after separation from service to have up to $3,000 distributed tax-free annually
from the Plan in order to pay for Qualified Health Insurance Premiums for an accident or health plan
(including a self-insured plan) or a qualified long-term care insurance contract.The Plan shall make such
distributions directly to the provider of the accident or health plan or qualified long-term care insurance
contract.
(b) The term"Eligible Retired Public Safety Officer" means an individual who,by reason of disability or
attainment of Normal Retirement Age, is separated from service as a Public Safety Officer with the
Employer who maintains the eligible retirement plan from which distributions pursuant to this Section
are made.The term"Public Safety Officer"has the same meaning given such term by Section 1204(9)(A)
of the Omnibus Crime Control and Safe Streets Act of 1968.
(c) The term"Qualified Health Insurance Premiums"means premiums for coverage for the Eligible Retired
Public Safety Officer,his spouse, and dependents, by an accident or health insurance plan or qualified
long-term care insurance contract(as defined in Code Section 7702B).
7.15 EESA Provisions.The provisions relating to qualified disaster recovery assistance distributions for Participants
affected by certain 2008 severe storms,flooding, and tornadoes and repayment thereof,and relating to
repayment of prior qualified distributions for home purchases,set forth in Section 702 of the Emergency
Economic Stabilization Act of 2008 ("EESA") shall apply to the Plan.
7.16 KETRA and GOZA Provisions.The provisions relating to qualified hurricane distributions and repayment
thereof set forth in Section 1400Q(a) of the Code,and relating to repayment of prior qualified distributions
for home purchases set forth in Code Section 1400Q(b),shall apply to the Plan.These provisions added to
the Code by the Katrina Emergency Tax Relief Act of 2005 ("KETRA") and the Gulf Opportunity Zone Act
of 2005 (GOZA),permit plans to allow repayments of certain prior qualified distributions for home purchases
for Participants affected by Hurricanes Katrina, Rita, and Wilma.
Article VIII. Loans to Participants
8.01 Availability of Loans to Participants.
(a) If elected by the Employer,loans will be available to Participants in this Plan.A Participant may apply
for a loan from the Plan subject to the limitations and other provisions of this Article.
(b) The Employer shall establish written guidelines governing the granting of loans,provided that such
guidelines are approved by the Administrator and are not inconsistent with the provisions of this Article,
and that loans are made available to all applicable Participants on a reasonably equivalent basis.
8.02 Terms and Conditions of Loans to Participants.Any loan by the Plan to a Participant under Section 8.01 of
the Plan shall satisfy the following requirements:
(a) Availability. Loans shall be made available to all Participants who are active employees on a reasonably
457(b)Plan Document 21 2017
equivalent basis.Loans shall not be made available to terminated Employees,Beneficiaries,or alternate
payees.
(b) Interest Rate. Loans must be adequately secured and bear a reasonable interest rate.
(c) Loan Limit. No Participant loan shall exceed the present value of the Participant's Account.
(d) Foreclosure. In the event of default on any installment payment, the outstanding balance of the loan shall
be a deemed distribution. In such event, an actual distribution of a plan loan offset amount will not
occur until a distributable event occurs in the Plan.
(e) Reduction of Account. Notwithstanding any other provision of this Plan, the portion of the Participant's
Account balance used as a security interest held by the Plan by reason of a loan outstanding to the
Participant shall be taken into account for purposes of determining the amount of the Account balance
payable at the time of death or distribution, but only if the reduction is used as repayment of the loan.
(f) Amount of Loan. At the time the loan is made, the principal amount of the loan plus the outstanding
balance (principal plus accrued interest) due on any other outstanding loans to the Participant from
the Plan and from all other plans of the Employer that are either eligible deferred compensation plans
described in Section 457(b) of the Code or qualified employer plans under Section 72(p)(4) of the
Code shall not exceed the lesser of:
(1) $50,000,reduced by the excess (if any) of
(i) The highest outstanding balance of loans from the Plan during the one (1) year period ending
on the day before the date on which the loan is made; over
(ii) The outstanding balance of loans from the Plan on the date on which such loan is made; or
(2) One-half of the value of the Participant's interest in all of his or her Accounts under this Plan.
For the purpose of the above limitation, all loans from all qualified employer plans of the Employer under
Code Section 72(p)(4) are aggregated.
(g) Application for Loan. The Participant must give the Employer adequate written notice,as determined
by the Employer,of the amount and desired time for receiving a loan.No more than one(1) loan may
be made by the Plan to a Participant in any twelve-month period, unless a different period is elected by
the Employer.No loan shall be approved if an existing loan from the Plan to the Participant is in
default to any extent.
(h) Length of Loan.Any loan issued shall require the Participant to repay the loan in substantially equal
installments of principal and interest, at least monthly,over a period that does not exceed five (5)
years from the date of the loan;provided, however,that if the proceeds of the loan are applied by the
Participant to acquire any dwelling unit that is to be used within a reasonable time (determined at
the time of the loan is made) after the loan is made as the principal residence of the Participant, the
five(5)year limit shall not apply.In this event, the period of repayment shall not exceed a reasonable
period determined by the Employer. Principal installments and interest payments otherwise due may
be suspended for up to one (1) year during an authorized leave of absence, if the promissory note so
provides,but not beyond the original term permitted under this subsection (h),with a revised
payment schedule (within such term) instituted at the end of such period of suspension.
457(6)Plan Document 22 2017
(i) Prepayment. The Participant shall be permitted to repay the loan in whole or in part at any time prior to
maturity,without penalty.
(j) Promissory Note. The loan shall be evidenced by a promissory note executed by the Participant and
delivered to the Employer, and shall bear interest at a reasonable rate determined by the Employer.
(k) Security.The loan shall be secured by an assignment of the participant's right,title and interest in and to
his or her Account.
(1) Assignment or Pledge. For the purposes of paragraphs (f) and (g), assignment or pledge of any portion
of the Participant's interest in the Plan and a loan, pledge, or assignment with respect to any insurance
contract purchased under the Plan,will be treated as a loan.
(m) Other Terms and Conditions. The Employer shall fix such other terms and conditions of the loan as it
deems necessary to comply with legal requirements, to maintain the eligibility of the Plan and Trust
under Section 457 of the Code, or to prevent the treatment of the loan for tax purposes as a distribution
to the Participant.The Employer,in its discretion for any reason,may also fix other terms and
conditions of the loan, not inconsistent with the provisions of this Article, including:
(1) the circumstances under which a loan becomes immediately due and payable,provided, however,
with respect loans issued after December 31,2012, that the loan program shall not provide that
a loan becomes due and payable solely because the Participant requests or receives a partial
distribution of the Participant's account balance after termination of employment;
(2) rules relating to reamortization of loans; and
(3) rules relating to refinance of loans.
8.03 Participant Loan Accounts.
(a) Upon approval of a loan to a Participant by the Employer,an amount not in excess of the loan shall be
transferred from the Participant's other investment fund(s), described in Section 6.05 of the Plan,to the
Participant's loan account as of the Accounting Date immediately preceding the agreed upon date on
which the loan is to be made.
(b) The assets of a Participant's loan account may be invested and reinvested only in promissory notes
received by the Plan from the Participant as consideration for a loan permitted by Section 8.01 of the
Plan or in cash. Uninvested cash balances in a Participant's loan account shall not bear interest.Neither
the Employer,the Administrator, nor any other person shall be liable for any loss, or by reason of any
breach, that results from the Participant's exercise of such control.
(c) Repayment of principal and payment of interest shall be made by payroll deduction or,Automated
Clearing House (ACH) transfer, or with respect to a terminated Employee solely by ACH, and shall be
invested in one (1) or more other investment funds,in accordance with Section 6.05 of the Plan, as of the
next Accounting Date after payment thereof to the Trust.The amount so invested shall be deducted from
the Participant's loan account.A payment intended to be a prepayment or payment of the loan in full may
also be made by cashier's check or money order,and shall be invested in accordance with this provision.
(d) The Employer shall have the authority to establish other reasonable rules,not inconsistent with the
457(b)Plan Document 23 2017
provisions of the Plan,governing the establishment and,maintenance of Participant loan accounts.
Article IX. Roth Provisions
This Article IX has no effect unless and until the Employer affirmatively elects to offer Designated Roth Accounts.
9.01 Definitions.The following definitions shall apply for purposes of this Article I X.
(a) Designated Roth Account.A bookkeeping account established and maintained to record the Participant's
Roth Elective Deferrals, In-Plan Roth Conversions, rollovers from designated Roth account under other
eligible retirement plans,and the income gains and losses thereon. Unless specifically stated otherwise, all
references in the Plan to a Participant's Account shall include a Participant's Designated Roth Account.
(b) In-Plan Roth Conversion. (1)A distribution from a Participant's Pre-Tax Account that is rolled over to the
Participant's Designated Roth Account under the Plan, as described in Code Section 402A(c)(4)(B); or
(2)A transfer from an amount in the Participant's Pre-Tax Account not otherwise distributable from the
Plan to the Participant's Designated Roth Account under the Plan,as described in Code Section 402A(c)
(4)(E), to the extent permitted by Section 9.05(e).
(c) Pre-Tax Account.A bookkeeping account established and maintained to record the portion of the
Participant's Account attributable to amounts other than Roth Elective Deferrals, In-Plan Roth
Conversions,rollovers from designated Roth accounts under other eligible retirement plans, and the
income gains and losses thereon. Unless specifically stated otherwise,all references in the Plan to a
Participant's Account shall include a Participant's Pre-Tax Account.
(d) Qualified Roth Contribution Program.A program described in paragraph (1) of Code Section 402A(b),
under which a Participant may make Roth Elective Deferrals in lieu of all or a portion of the elective
deferrals the Participant is otherwise eligible to make under the Plan.
(e) Roth Elective Deferrals. Deferred Includible Compensation contributed pursuant to Section 9.02 by a
Participant,which amounts are:
(1) designated irrevocably by the Participant at the time of the deferral election as a Roth elective
deferral that is being made in lieu of all or a portion of the pre-tax deferrals the Participant is
otherwise eligible to make under the Plan; and
(2) treated by the Employer as includible in the Participant's income at the time the Participant
otherwise would have received that amount as Includible Compensation.
9.02 Permitted Roth Elective Deferrals
(a) If the Employer elects to offer Designated Roth Accounts, as of the effective date of such election,a
Participant shall be permitted to make Roth Elective Deferrals from his or her Includible
Compensation in such amount or percentage as may be specified in the Joinder Agreement.A
Participant's Roth Elective Deferrals will be allocated to a separate Designated Roth Account
maintained for such deferrals as defined in Section 9.01(a) above.
(b) Unless specifically stated otherwise,Roth Elective Deferrals will be treated as Deferred Compensation
for all purposes under the Plan.
457(6)Plan Document 24 2017
9.03 Separate Accounting
(a) Contributions and withdrawals of Roth Elective Deferrals, In-Plan Roth Conversions and rollovers
from a designated Roth account under an eligible retirement plan will be credited and debited to a
Participant's Designated Roth Account.
(b) The Plan will maintain a record of the amount of Roth Elective Deferrals,In-Plan Roth Conversions,
and rollovers from a designated Roth account under an eligible retirement plan in each Participant's
Designated Roth Account.
(c) Gains,losses,and other credits or charges must be separately allocated on a reasonable and consistent
basis to each Participant's Designated Roth Account and Pre-Tax Account under the Plan.
(d) No contributions other than Roth Elective Deferrals, In-Plan Roth Conversions, and rollovers from a
designated Roth account under an eligible retirement plan and properly attributable earnings thereon
will be credited to each Participant's Designated Roth Account.
9.04 Direct Rollovers
(a) Notwithstanding any-thing to the contrary in the Plan, a direct rollover of a distribution from a
Designated Roth Account under the Plan shall be made only to another designated Roth account under
an eligible retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described in
Section 408A of the Code, and only to the extent the rollover is permitted under the rules of Section
402(c) of the Code.
(b) Notwithstanding anything to the contrary in the Plan, unless otherwise elected by the Employer, the
Plan will accept a rollover contribution to a Designated Roth Account only if it is a direct rollover from
another designated Roth account under an eligible retirement plan described in Section 402A(e)(1) of
the Code, or if the rollover is an In-Plan Roth Conversion defined in Section 10.05.
(c) Eligible rollover distributions from a Participant's Designated Roth Account are taken into account in
determining whether the total amount of the Participant's Account balances under the Plan exceeds
$1,000 for purposes of mandatory distributions from the Plan.
9.05 In-Plan Roth Conversions. Unless otherwise elected by the Employer, as of the effective date of this Article
the Plan shall allow for In-Plan Roth Conversions.
(a) Tax Treatment.The amount of an In-Plan Roth Conversion shall be includible in the Participant's gross
income, as though it were not part of a qualified rollover contribution.
(b) Irrevocability.Any election made by the Participant pursuant to Section 9.05(a) to do an In-Plan Roth
Conversion shall be irrevocable.
(c) Treatment of Loans. Outstanding plan loans shall be excluded from In-Plan Roth Conversions.
Notwithstanding anything herein to the contrary, an In-Plan Roth Conversion shall not accelerate or
otherwise cause a Participant to default on an outstanding plan loan.
(d) Spousal Consent. Notwithstanding anything herein to the contrary, if the Plan requires spousal consent
for a distribution, a married Participant shall not be required to obtain spousal consent in connection
457(6)Plan Document 25 2017
with an election to make an In-Plan Roth Conversion.
(e) In-Plan Roth Conversions of Non-Distributable Amounts. Effective January 1,2013, a Participant may
transfer,as part of an In-Plan Roth Conversion, an amount that is not otherwise distributable from the
Participant's Pre-Tax Account to the Participant's Designated Roth Account. Such transfer shall be
treated as a distribution which was contributed in a qualified rollover contribution within the meaning
of Code Section 408A(e).Any distribution restrictions that were applicable to the amount before the
In-Plan Roth Conversion shall apply to such amount(and earnings and losses thereon) in the
Participant's Designated Roth Account. If the Participant's Account or a portion of the Account is
subject to a vesting schedule, an In-Plan Roth Conversion is available only if the Account or portion of
the Account is fully vested.The Participant may not transfer under this Section 9.05(e) any portion of
the Account that is partially vested.
9.06 Availability of Loans from Designated Roth Accounts.A Participant's Designated Roth Account balance
can be included to determine a Participant loan amount under Article VIII. However,unless the Employer
elects otherwise, Designated Roth Accounts will not be available as a source for loans under the Plan.
Article X. Non-Assignability
10.01 General.Except as provided in Article VIII and Section 10.02, no Participant or Beneficiary shall have
any right to commute,sell, assign, pledge, transfer or otherwise convey or encumber the right to receive
any payments hereunder,which payments and rights are expressly declared to be non-assignable and non-
transferable.
10.02 Domestic Relations Orders.
(a) Allowance of Transfers:To the extent required under a final judgment, decree, or order(including
approval of a property settlement agreement) that(1) relates to the provision of child support, alimony
payments, or marital property rights and (2) is made pursuant to a state domestic relations law,and (3)
is permitted under Sections 414(p)(11) and(12) of the Code, any portion of a Participant's Account
may be paid or set aside for payment to a spouse,former spouse, child, or other dependent of the
Participant(an"Alternate Payee").Where necessary to carry out the terms of such an order,a separate
Account shall be established with respect to the Alternate Payee who shall be entitled to make investment
selections with respect thereto in the same manner as the Participant.Any amount so set aside for an
Alternate Payee shall be paid in accordance with the form and timing of payment specified in the order.
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(b) of the Code and is explicitly permitted
under the uniform procedures described in Section 10.02(d) below. Notwithstanding the foregoing
sentence,if a judgment, decree or order(including approval of a property settlement agreement) that
relates to the provision of child support, alimony payments, or the marital property rights of a spouse or
former spouse, child, or other dependent of a Participant is made pursuant to the domestic relations law
of any State, then the amount of the Participant's Account shall be paid in the manner and to the person
or persons so directed in the domestic relations order.Such payment shall be made without regard to
whether the Participant is eligible for a distribution of benefits under the Plan. The Administrator shall
establish reasonable procedures for determining the status of any such decree or order and for
effectuating distribution pursuant to the domestic relations order.Any payment made to a person
pursuant to this Section shall be reduced by any required income tax withholding.An Account
maintained by the Alternate Payee shall otherwise be treated as if it were a Participant Account.
457(b)Plan Document 26 2017
(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 an Alternate Payee to
paragraph (a) of this Section and the Participant and his or her Beneficiaries shall be deemed to have
released the Employer and the Plan Administrator from any claim with respect to such amounts.
(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 Alternate Payee(including
the legal representatives of the Alternate Payee), or to a court.
(d) Determination of Validity of Domestic Relations Orders:The Administrator shall establish uniform
procedures for determining the validity of any domestic relations order.The Administrator's
determinations under such procedures shall be conclusive and binding on all parties and shall be afforded
the maximum amount of deference permitted by law.
10.03 IRS Levy.Notwithstanding Section 10.01, the Administrator may pay from a Participant's or Beneficiary's
Account balance the amount that the Administrator finds is lawfully demanded under a levy issued by the
Internal Revenue Service with respect to that Participant or Beneficiary or is sought to be collected by the
United States Government under a judgment resulting from an unpaid tax assessment against the Participant
or Beneficiary.
10.04 Mistaken Contribution.To the extent permitted by applicable law,if any contribution (or any portion of a
contribution) is made to the Plan by a good faith mistake of fact, then after the payment of the contribution,
and upon receipt in good order of a proper request approved by the Administrator, the amount of the
mistaken contribution (adjusted for any income or loss in value, if any,allocable thereto) shall be returned
directly to the Participant or,to the extent required or permitted by the Administrator, to the Employer.
10.05 Payments to Minors and Incompetents. If a Participant or Beneficiary entitled to receive any benefits
hereunder is a minor or is adjudged to be legally incapable if giving valid receipt and discharge for such
benefits, or is deemed so by the Administrator, benefits will be paid to such persons as the Administrator may
designate for the benefit of such Participant or Beneficiary. Such payments shall be considered a payment to
such Participant or Beneficiary and shall, to the extent made,be deemed a complete discharge of any liability
for such payments under the Plan.
10.06 Procedure When Distributee Cannot Be Located. The Administrator shall make all reasonable attempts to
determine the identity and address of a Participant or a Participant's Beneficiary entitled to benefits under the
Plan. For this purpose, a reasonable attempt means (a) the mailing by certified mail of a notice to the last
known address shown on the Employer or Administrator's records, (b) notification sent to the Social Security
Administration or the Pension Benefit Guarantee Corporation (under their program to identify payees under
retirement plans), and (c) the payee has not responded within six (6) months. If the Administrator is unable
to locate such a person entitled to benefits hereunder, or if there has been no claim made for such benefits,
the Trust shall continue to hold the benefits due such person to the extent consistent with applicable law.
457(b)Plan Document 27 2017
Article XI. 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 for the benefit of the Employer's employees,and participation hereunder shall not affect
benefits receivable under any such plan or system.Nothing contained in this Plan shall be deemed to constitute an
employment 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 of any
employment contract or agreement between a Participant and the Employer.
Article XII.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 thirty(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 Administrator may at any time propose an amendment to the Plan by an instrument in writing transmitted to
the Employer. Such amendment shall become effective unless,within the 30-day period beginning on the date the
Administrator transmits such amendment, the Employer notifies the Administrator in writing that it disapproves
such amendment, in which case such amendment shall not become effective. In the event of such disapproval, the
Administrator shall be under no obligation to continue acting as Administrator hereunder.
The Employer may at any time terminate this Plan. In the event of termination, assets of the Plan shall be
distributed to Participants and Beneficiaries as soon as administratively practicable following termination of the
Plan.Alternatively,assets of the Plan may be transferred to an eligible deferred compensation plan maintained by
another eligible governmental employer within the same State if(a) all assets held by the Plan are transferred; (b) the
receiving plan provides for the receipt of transfers; (c) the Participants and Beneficiaries whose deferred amounts are
being transferred will have an amount immediately after the transfer at least equal to the deferred amount
immediately before the transfer; and (d) the Participants or Beneficiaries whose deferred amounts are being
transferred are not eligible for additional annual deferrals in the receiving plan unless the Participants or
Beneficiaries are performing services for the employer maintaining the receiving plan. In addition, unless otherwise
prohibited by applicable law,with respect to Participants or Beneficiaries who cannot be located or who do not elect
otherwise, the assets held in the accounts of such Participants or Beneficiaries may be transferred to an individual
retirement plan (as defined in Section 7701(a)(37) of the Code) selected by the Employer.
Except as may be required to maintain the status of the Plan as an eligible deferred compensation plan under Section
457(b) of the Code or to comply with other applicable laws, no amendment or termination of the Plan shall divest
any Participant of any rights with respect to compensation deferred before the date of the amendment or termination.
Article XIII. Applicable Law
This Plan and Trust 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 Section 457(b) of the
Code,as amended.The provisions of this Plan and Trust shall be interpreted wherever possible in conformity with
the requirements of that Section of the Code.
In addition,notwithstanding any provision of the Plan to the contrary, the Plan shall be administered in compliance
with the requirements of Section 414(u) of the Code.
457(b)Plan Document 28 2017
Article XIV. Miscellaneous Items
14.01 Gender and Number.The masculine pronoun,whenever used herein,shall include the feminine pronoun,
and the singular shall include the plural, except where the context requires otherwise.
14.02 Electronic Communication and Consent. Unless expressly required otherwise,where this Plan provides that a
document, election,notification, direction,signature, or consent will be in writing,such writing may occur
through an electronic medium, including but not limited to electronic mail, intranet or internet web posting
and online account access, to the fullest extent permitted by applicable law.
DECLARATION OF TRUST
This Declaration of Trust (the"Group Trust Agreement") is made as of the 19th day of May,2001,by VantageTrust
Company,which declares itself to be the sole Trustee of the trust hereby created.
WHEREAS, the ICMA Retirement Trust was created as a vehicle for the commingling of the assets of governmental
plans and governmental units described in Section 818(a)(6) of the Internal Revenue Code of 1986, as amended,
pursuant to a Declaration of Trust dated October 4, 1982, as subsequently amended, a copy of which is attached
hereto and incorporated by reference as set out below(the"ICMA Declaration"); and
WHEREAS, the trust created hereunder (the"Group Trust")is intended to meet the requirements of Revenue Ruling
81-100, 1981-1 C.B. 326,and is established as a common trust fund within the meaning of Section 391:1 of Title
35 of the New Hampshire Revised Statutes Annotated, to accept and hold for investment purposes the assets of the
Deferred Compensation and Qualified Plans held by and through the ICMA Retirement Trust.
NOW,THEREFORE, the Group Trust is created by the execution of this Declaration of Trust by the Trustee and
is established with respect to each Deferred Compensation and Qualified Plan by the transfer to the Trustee of such
Plan's assets in the ICMA Retirement Trust,by the Trustees thereof, in accord with the following provisions:
(a) Incorporation of ICMA Declaration by Reference;ICMA By-Laws.Except as otherwise provided in this
Group Trust Agreement,and to the extent not inconsistent herewith,all provisions of the ICMA Declaration
are incorporated herein by reference and made a part hereof,to be read by substituting the Group Trust for the
Retirement Trust and the Trustee for the Board of Trustees referenced therein.In this respect,unless the context
clearly indicates otherwise,all capitalized terms used herein and defined in the ICMA Declaration have the
meanings assigned to them in the ICMA Declaration. In addition, the By-Laws of the ICMA Retirement
Trust,as the same may be amended from time-to-time,are adopted as the By-Laws of the Group Trust to the
extent not inconsistent with the terms of this Group Trust Agreement.
Notwithstanding the foregoing, the terms of the ICMA Declaration and By-Laws are further
modified with respect to the Group Trust created hereunder, as follows:
1. any reporting,distribution,or other obligation of the Group Trust vis-à-vis any Deferred
Compensation Plan,Qualified Plan,Public Employer,Public Employer Trustee,or Employer Trust
shall be deemed satisfied to the extent that such obligation is undertaken by the ICMA Retirement
Trust(in which case the obligation of the Group Trust shall run to the ICMA Retirement Trust); and
2 all provisions dealing with the number, qualification, election, term and nomination of Trustees
shall not apply,and all other provisions relating to trustees (including,but not limited to,
457(b)Plan Document 29 2017
resignation and removal) shall be interpreted in a manner consistent with the appointment of a
single corporate trustee.
(b) Compliance with Revenue Procedure 81-100. The requirements of Revenue Procedure 81-100 are
applicable to the Group Trust as follows:
1. Pursuant to the terms of this Group Trust Agreement and Article X of the By-Laws, investment
in the Group Trust is limited to assets of Deferred Compensation and Qualified Plans, investing
through the ICMA Retirement Trust.
2 Pursuant to the By-Laws, the Group Trust is adopted as a part of each Qualified Plan that invests
herein through the ICMA Retirement Trust.
3. In accord with the By-Laws, that part of the Group Trust's corpus or income which equitably
belongs to any Deferred Compensation and Qualified Plan may not be used for or diverted to any
purposes other than for the exclusive benefit of the Plan's employees or their beneficiaries who are
entitled to benefits under such Plan.
4 In accord with the By-Laws,no Deferred Compensation Plan or Qualified Plan may assign any or
part of its equity or interest in the Group Trust,and any purported assignment of such equity or
interest shall be void.
(c) Governing Law.Except as otherwise required by federal,state or local law,this Declaration of Trust
(including the ICMA Declaration to the extent incorporated herein) and the Group Trust created
hereunder shall be construed and determined in accordance with applicable laws of the State of New
Hampshire.
(d) Judicial Proceedings. The Trustee may at any time initiate an action or proceeding in the appropriate state
or federal courts within or outside the state of New Hampshire for the settlement of its accounts or for
the determination of any question of construction which may arise or for instructions.
IN WITNESS WHEREOF, the Trustee has executed this Declaration of Trust as of the day and year first above
written.
VANTAGETRUST COMPANY
457(b)Plan Document 30 2017
z1".A._ ICMA RETIREMENT CORPORATION
777 NORTH CAPITOL STREET,NE I WASHINGTON,DC 20002-4240
800-669-7400
Icr►J C WWW.ICMARC.ORG
BRC000-28794-0416
BUILDING PUBLIC SECTOR
RETIREMENT SECURITY
OFFICIAL CERTIFICATION
I, KELLY WETMORE, City Clerk of the City of Arroyo Grande, County of San Luis
Obispo, State of California, do hereby certify under penalty of perjury, that the attached
Resolution No. 4841 was passed and adopted at a regular meeting of the City Council
of the City of Arroyo Grande on the 10th day of April, 2018.
WITNESS my hand and the Seal of the City of Arroyo Grande affixed this 12th day of
April, 2018.
bUi66/1921_,
KELLY .ETi ORE, CITY CLERK