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Home My WebLink About20195146.tiffRESOLUTION RE: APPROVE RESTATED DEFERRED COMPENSATION PLAN AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with the Restated Deferred Compensation Plan for the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Finance and Administration, with further terms and conditions being as stated in said restated plan, and WHEREAS, after review, the Board deems it advisable to approve said restated plan, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Restated Deferred Compensation Plan for the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Finance and Administration, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said restated plan. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 23rd day of December, A.D., 2019. BOARD OF COUNTY COMMISSIONERS WElD COUNTY, COLO ADO f ATTEST: datitio ..�;e1 Weld County Clerk to the Board BY: Deputy Clerk to the Board APPRQ ED AS T County A orney Date of signature: 01/0a12 arbara Kirkmeyer, C e�- Mike Freeman, Pro-Tem air K. James Steve Moreno cc•[=IC . l5U), GC-rfac/cO) HRC PR I SDF) I /1O /2,O 2019-5146 PE0033 DEFERRED COMPENSATION PLAN OF THE COUNTY OF WELD, STATE OF COLORADO Deferred Compensation Plan Restated January 1, 2020 2019-5146 TABLE OF CONTENTS INTRODUCTION 1 ARTICLE I: FORMAT AND DEFINITIONS 2 SECTION 1.01 --FORMAT 2 SECTION 1.02 --DEFINITIONS. 2 ARTICLE II: PARTICIPATION 8 SECTION 2.O1 --ACTIVE PARTICIPANT8 SECTION 2.02 --INACTIVE PARTICIPANT. 8 SECTION 2.03 --CESSATION OF PARTICIPATION. 8 ARTICLE III: CONTRIBUTIONS 9 SECTION 3.01 --EMPLOYER CONTRIBUTIONS. 9 SECTION 3.01A --ROLLOVER CONTRIBUTIONS. 11 SECTION 3.02 --TRANSFER CONTRIBUTIONS12 SECTION 3.03 --ALLOCATION12 ARTICLE IV: INVESTMENT AND TIMING OF CONTRIBUTIONS 13 SECTION 4.01 --INVESTMENT AND TIMING OF CONTRIBUTIONS. 13 ARTICLE V: BENEFITS 14 SECTION 5.01 --DEATH BENEFITS 14 SECTION 5.02 --SEVERANCE BENEFITS 14 SECTION 5.03 --WHEN BENEFITS START. 14 SECTION 5.04 --TRANSFERS FROM THE PLAN 15 SECTION 5.05 --WITHDRAWAL BENEFITS. 15 SECTION 5.06 --DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS. 16 ARTICLE VI: DISTRIBUTION OF BENEFITS 17 SECTION 6.01 --AUTOMATIC FORM OF DISTRIBUTION. 17 SECTION 6.02 --OPTIONAL FORMS OF DISTRIBUTION 17 SECTION 6.03 --ELECTION PROCEDURES. 18 ARTICLE VII: REQUIRED MINIMUM DISTRIBUTIONS 19 SECTION 7.01 --APPLICATION. 19 SECTION 7.02 --DEFINITIONS. 19 SECTION 7.03 --REQUIRED MINIMUM DISTRIBUTIONS 19 SECTION 7.04 --TRANSITION RULES 22 ARTICLE VIII: TERMINATION OF THE PLAN 24 i ARTICLE IX: ADMINISTRATION OF THE PLAN 25 SECTION 9.01 --ADMINISTRATION 25 SECTION 9.02 --EXPENSES 25 SECTION 9.03 --RECORDS 25 SECTION 9.04 --DELEGATION OF AUTHORITY 25 SECTION 9.05 --EXERCISE OF DISCRETIONARY AUTHORITY 26 SECTION 9.06 --TRANSACTION PROCESSING 26 ARTICLE X: GENERAL PROVISIONS 27 SECTION 10.01 --AMENDMENTS. 27 SECTION 10.02 --DIRECT ROLLOVERS. 27 SECTION 10.03 --PROVISIONS RELATING TO THE INSURER27 SECTION 10.04 --EMPLOYMENT STATUS28 SECTION 10.05 --RIGHTS TO PLAN ASSETS. 28 SECTION 10.06 --BENEFICIARY28 SECTION 10.07--NONALIENATION OF BENEFITS 28 SECTION 10.08 --CONSTRUCTION 29 SECTION 10.09 --LEGAL ACTIONS. 29 SECTION 10.10 --SMALL AMOUNTS29 SECTION 10.11 --WORD USAGE29 SECTION 10.12 --MILITARY SERVICE. 30 PLAN EXECUTION 31 ii INTRODUCTION The Employer previously established a deferred compensation plan, effective as of January 23, 1985, for the exclusive benefit of certain of its employees. The plan is hereby restated, effective as of January 1, 2020, and is set forth in this document which is substituted in lieu of the prior document. It is intended that the plan, as restated, shall meet the requirements of section 457 of the Internal Revenue Code of 1986, including any later amendments to that statute. The Employer agrees to operate the plan according to the terms, provisions, and conditions set forth in this document. The restated plan continues to be for the exclusive benefit of certain employees of the Employer. All persons covered under the plan before the effective date of this restatement shall continue to be covered under the restated plan with no loss of benefits. The provisions of this plan apply as of the effective date of this restatement, unless otherwise specified. 1 ARTICLE I: FORMAT AND DEFINITIONS SECTION 1.01 --FORMAT. Words and phrases defined in the DEFINITIONS SECTION of Article I shall have that defined meaning when used in this Plan, unless the context clearly indicates otherwise. These words and phrases have an initial capital letter to aid in identifying them as defined terms. SECTION 1.02 --DEFINITIONS. Account means, for a Participant, his share of the Plan Fund. Separate accounting records are kept for those parts of his Account that result from: (a) Pre-tax Salary Deferral Contributions (b) Roth Salary Deferral Contributions (c) Transfer Contributions (d) Rollover Contributions A Participant's Account shall be reduced by any distribution of his Vested Account. A Participant's Account shall participate in the earnings credited, expenses charged, and any appreciation or depreciation of the Investment Fund. His Account is subject to any minimum guarantees applicable under the Annuity Contract and to any expenses associated therewith. Active Participant means an Eligible Employee who is actively participating in the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION of Article II. Age 50 Catch-up Dollar Amount means, for any taxable year, the amount established under Code Sections 414(v)(2)(B) and (C) applicable as set forth below: Calendar Year in Which Age 50 Catch-up Taxable Year Begins Dollar Amount 2002 2003 2004 2005 2006 or thereafter $1,000 $2,000 $3,000 $4,000 $5,000 adjusted for cost -of -living after 2006 in accordance with Code Section 414(v)(2)(C) Alternate Payee means any spouse, former spouse, child, or other dependent of a Participant who is recognized by a qualified domestic relations order as having a right to receive all, or a portion of, the benefits payable under the Plan with respect to such Participant. Annuity Contract means the annuity contract or contracts into which the Employer enters with the Insurer for guaranteed benefits, for the investment of Contributions in separate accounts, and for the payment of benefits under this Plan. The term Annuity Contract as it is used in this Plan shall include the plural unless the context clearly indicates the singular is meant. Applicable Dollar Amount means, for any taxable year, the amount established under Code Section 457(e)(15) applicable as set forth below: 2 Calendar Year in Which Taxable Year Begins 2002 2003 2004 2005 2006 or thereafter Applicable Dollar Amount $11,000 $12,000 $13,000 $14,000 $15,000 adjusted for cost -of -living after 2006 in accordance with Code Section 457(e)(15)(B) Beneficiary means the person or persons named by a Participant to receive any benefits under the Plan when the Participant dies. See the BENEFICIARY SECTION of Article X. Code means the Internal Revenue Code of 1986, as amended. Compensation means all payments made to an Employee by the Employer as remuneration for services rendered, including salary, wages, fees, commissions, bonuses, and overtime pay, that is includible in the Employee's gross income. Compensation shall also include any elective deferral (as defined in Code Section 402(g)(3)), and any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includible in the gross income of the Employee by reason of Code Section 125, 132(f)(4), or 457. Compensation shall also include employee contributions "picked up" by a governmental entity and, pursuant to Code Section 414(h)(2), treated as Employer contributions. Beginning January 1, 2009, Compensation shall include Differential Wage Payments. Contingent Annuitant means an individual named by the Participant to receive a lifetime benefit after the Participant's death in accordance with a survivorship life annuity. Contributions means Salary Deferral Contributions Transfer Contributions Rollover Contributions as set out in Article Ill, unless the context clearly indicates only specific contributions are meant. Designated Beneficiary means the individual who is 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 Code Section 401(a)(9) and section 1.401(a)(9)-4 of the regulations. Differential Wage Payments means any payments which are made by an Employer to an individual with respect to any period during which the individual is performing Qualified Military Service while on active duty for a period of more than 30 days, and represents all or a portion of the wages the individual would have received from the Employer if the individual were performing service for the Employer. Direct Rollover means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. Distributee means 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 Code Section 414(p), are Distributees with regard to the interest of the spouse or former spouse. 3 Eligible Employee means any Employee of the Employer, excluding the following: • Bargaining employees, unless covered by a collective bargaining agreement which provides for participation in the plan. • Independent contractors. Eligible Retirement Plan means an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), for taxable years beginning on or after January 1, 2008, an individual retirement plan described in Code Section 408A(b) subject to any limitations described in Code Section 408A(c), an annuity plan described in Code Section 403(a), an annuity contract described in Code Section 403(b), or a qualified plan described in Code Section 401(a), that accepts the Distributee's Eligible Rollover Distribution. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is an Alternate Payee under a qualified domestic relations order, as defined in Code Section 414(p). If any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a designated Roth account, an Eligible Retirement Plan with respect to such portion shall include only (i) another designated Roth account of the individual from whose account the payments or distributions were made under an annuity plan described in Code Section 403(a), a qualified plan described in Code Section 401(a), or an eligible deferred compensation plan (as defined in section 457(b) of the regulations) of an eligible employer described in Code Section 457(e)(1)(A); (ii) another designated Roth account of such individual under an annuity contract described in Code Section 403(b); or (iii) a Roth IRA described in Code Section 408A of such individual. Eligible Rollover Distribution means 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: (i) 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 designated Beneficiary, or for a specified period of ten years or more; (ii) any distribution to the extent such distribution is required under Code Section 401(a)(9); (iii) any unforeseeable emergency distribution; (iv) the portion of any other distribution(s) that is not includible in gross income; and (v) any other distribution(s) that is reasonably expected to total less than $200 during a year. A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of the portion of a designated Roth account that is not includible in a Participant's gross income. However, such portion may be transferred only to a Roth IRA described in Code Section 408A or to a designated Roth account under another plan that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible. If the distribution includes any portion of a designated Roth account, in determining if (v) above applies: (i) any portion of the distribution from the designated Roth account shall not be treated as an Eligible Rollover Distribution if it is reasonably expected to total less than $200 during a year and (ii) the balance of the distribution, if any, shall not be treated as an Eligible Rollover Distribution if it is reasonably expected to total less than $200 during a year. In addition, a designated Roth account and all other accounts under the Plan shall be treated as accounts held under two separate plans and shall not be combined in determining a mandatory distribution of 4 an Eligible Rollover Distribution greater than $1,000 in the DIRECT ROLLOVERS SECTION of Article X. Employee means an individual who is employed by the Employer. Beginning January 1, 2009, the term Employee shall include any individual receiving Differential Wage Payments. Employer means County of Weld, State of Colorado. Employer Contributions means Salary Deferral Contributions as set out in Article III. Entry Date means the date an Employee first enters the Plan as an Active Participant. See the ACTIVE PARTICIPANT SECTION of Article II. Inactive Participant means a former Active Participant who has an Account. See the INACTIVE PARTICIPANT SECTION of Article II. Includible Compensation means wages within the meaning of Code Section 3401(a) and all other payments of compensation to an Employee by the Employer (in the course of the Employer's trade or business) for which the Employer is required to furnish the Employee a written statement under Code Sections 6041(d), 6051(a)(3), and 6052. Compensation must be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). The amount reported in the "Wages, Tips and Other Compensation" box on Form W-2 satisfies this definition. Includible Compensation shall also include any elective deferral (as defined in Code Section 402(g)(3)), and any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includible in the gross income of the Employee by reason of Code Section 125, 132(f)(4), or 457. Includible Compensation shall be determined without regard to any community property laws. Beginning January 1, 2009, Includible Compensation shall include Differential Wage Payments. Insurer means Principal Life Insurance Company and any other insurance company or companies named by the Employer. Investment Fund means the total of Plan assets, excluding the guaranteed benefit policy portion of any Annuity Contract. The Investment Fund shall be valued at current fair market value as of the Valuation Date. The valuation shall take into consideration investment earnings credited, expenses charged, payments made, and changes in the values of the assets held in the Investment Fund. The Investment Fund shall be allocated at all times to Participants, except as otherwise expressly provided in the Plan. The Account of a Participant shall be credited with its share of the gains and losses of the Investment Fund. That part of a Participant's Account invested in a funding arrangement which establishes one or more accounts or investment vehicles for such Participant thereunder shall be credited with the gain or loss from such accounts or investment vehicles. The part of a Participant's Account which is invested in other funding arrangements shall be credited with a proportionate share of the gain or loss of such investments. The share shall be determined by multiplying the gain or loss of the investment by the ratio of the part of the Participant's Account 5 invested in such funding arrangement to the total of the Investment Fund invested in such funding arrangement. Normal Form means a single life annuity with installment refund. Normal Retirement Age means age 65. Participant means either an Active Participant or an Inactive Participant. Plan means the deferred compensation plan of the Employer set forth in this document, including any later amendments to it. Plan Administrator means the person or persons who administer the Plan. The Plan Administrator is the Director of Administrative Services of Weld County. Plan Fund means the total of the Investment Fund and the guaranteed benefit policy portion of any Annuity Contract. The Investment Fund shall be valued as stated in its definition. The guaranteed benefit policy portion of any Annuity Contract shall be determined in accordance with the terms of the Annuity Contract and, to the extent that such Annuity Contract allocates contract values to Participants, allocated to Participants in accordance with its terms. The total value of all amounts held under the Plan Fund shall equal the value of the aggregate Participants' Accounts under the Plan. Plan Year means a period beginning on a Yearly Date and ending on the day before the next Yearly Date. Pre-tax Salary Deferral Contributions means a Participant's Salary Deferral Contributions that are not includible in the Participant's gross income at the time deferred. Qualified Military Service means any service in the uniformed services (as defined in Chapter 43 of Title 38 of the U.S. Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such service. Reentry Date means the date a former Active Participant reenters the Plan. See the ACTIVE PARTICIPANT SECTION of Article II. Rollover Contributions means the Rollover Contributions which are made by an Eligible Employee or an Inactive Participant according to the provisions of the ROLLOVER CONTRIBUTIONS SECTION of Article III. Roth Salary Deferral Contributions means a Participant's Salary Deferral Contributions that are not excludible from the Participant's gross income at the time deferred and have been irrevocably designated as Roth Salary Deferral Contributions by the Participant in his salary deferral agreement. Salary Deferral Contributions means contributions made by the Employer to fund this Plan in accordance with salary deferral agreements between the Employer and Eligible Employees. See the EMPLOYER CONTRIBUTIONS SECTION of Article III. Salary Deferral Contributions means Pre-tax Salary Deferral Contributions and Roth Salary Deferral Contributions, unless the context clearly indicates only one is meant. 6 Severance from Employment means an Employee has died, retired, or otherwise had a severance from employment with the Employer. The Plan Administrator shall determine if a Severance from Employment has occurred in accordance with the regulations under Code Section 401(k). Transfer Contributions means the contributions transferred by an Eligible Employee to this Plan from an eligible plan under Code Section 457(b) according to the provisions of the TRANSFER CONTRIBUTIONS SECTION of Article III. Unforeseeable Emergency means severe financial hardship to a Participant resulting from: an illness or accident of the Participant, the Participant's spouse, or the Participant's dependent (as defined in Code Section 152(a)); loss of the Participant'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 natural disaster); the need to pay for funeral expenses of the Participant's spouse or dependent (as defined in Code Section 152(a)); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. For example, the imminent foreclosure of or eviction from the Participant'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. Except as otherwise specifically provided in this definition, neither the purchase of a home nor the payment of college tuition is an Unforeseeable Emergency. Valuation Date means the date on which the value of the assets of the Investment Fund is determined. The value of each Account which is maintained under this Plan shall be determined on the Valuation Date. In each Plan Year, the Valuation Date shall be the last day of the Plan Year. At the discretion of the Plan Administrator or Insurer (whichever applies), assets of the Investment Fund may be valued more frequently. These dates shall also be Valuation Dates. Vested Account means the vested part of a Participant's Account. The Participant's Vested Account is equal to his Account. Yearly Date means January 23, 1985, and each following January 1. 7 ARTICLE II: PARTICIPATION SECTION 2.01 --ACTIVE PARTICIPANT. (a) An Employee shall first become an Active Participant (begin active participation in the Plan) on the earliest date on which he is an Eligible Employee. This date is his Entry Date. Each Employee who was an Active Participant under the Plan on December 31, 2019 shall continue to be an Active Participant if he is still an Eligible Employee on January 1, 2020, and his Entry Date shall not change. (b) An Inactive Participant shall again become an Active Participant (resume active participation in the Plan) on the date he again becomes an Eligible Employee. This date is his Reentry Date. Upon again becoming an Active Participant, he shall cease to be an Inactive Participant. (c) A former Participant shall again become an Active Participant (resume active participation in the Plan) on the date he again becomes an Eligible Employee. This date is his Reentry Date. There shall be no duplication of benefits for a Participant under this Plan because of more than one period as an Active Participant. SECTION 2.02 --INACTIVE PARTICIPANT. An Active Participant shall become an Inactive Participant (stop accruing benefits under the Plan) on the earlier of the following: (a) the date the Participant ceases to be an Eligible Employee, or (b) the effective date of complete termination of the Plan under Article VIII. An Employee or former Employee who was an Inactive Participant under the Plan on December 31, 2019 shall continue to be an Inactive Participant on January 1, 2020. Eligibility for any benefits payable to the Participant or on his behalf and the amount of the benefits shall be determined according to the provisions of the prior document, unless otherwise stated in this document. SECTION 2.03 --CESSATION OF PARTICIPATION. A Participant shall cease to be a Participant on the date he is no longer an Eligible Employee and his Account is zero. 8 ARTICLE III: CONTRIBUTIONS SECTION 3.01 --EMPLOYER CONTRIBUTIONS. The amount of Employer Contributions for any Plan Year is specified in (a) below subject to the limitations in (b) below: (a) Amount of Employer Contributions. (1) Salary Deferral Contributions. The amount of each Salary Deferral Contribution for a Participant shall be equal to a portion of his Compensation as elected in his salary deferral agreement. Salary deferral agreements shall be made, changed, or terminated according to procedures and limitations set up by the Plan Administrator. The salary deferral agreement must be in writing and completed before the beginning of the month in which Salary Deferral Contributions are to begin. However, a new Employee may make Salary Deferral Contributions for the month in which he first becomes an Employee if he completes a salary deferral agreement on or before the day he becomes an Employee. Unless the salary deferral agreement specifies a later effective date, a change in the amount of Salary Deferral Contributions shall take effect as of the first day of the following month or as soon as administratively practicable if later. A Participant may elect to designate all or any portion of his future Salary Deferral Contributions as Roth Salary Deferral Contributions. Salary Deferral Contributions are 100% vested when made. (b) Limitation on Employer Contributions. (1) Basic Limit. For any taxable year of the Participant, Employer Contributions shall not exceed the lesser of (i) the Applicable Dollar Amount, or (ii) 100% of the Participant's Includible Compensation for the taxable year. (2) Age 50 Catch-up Limit. A Participant who would attain age 50 by the end of the taxable year is permitted to elect an additional amount of Salary Deferral Contributions, up to the Age 50 Catch-up Dollar Amount. (3) Special Section 457 Catch-up Limit. If the applicable taxable year is one of a Participant's last three taxable years ending before the taxable year in which he attains Normal Retirement Age and the limit determined under this (3) exceeds the limit on Employer Contributions under (1) and (2) above, then the limit on Employer Contributions for such taxable year shall be the lesser of (i) an amount equal to 2 times the Applicable Dollar Amount, or (ii) the sum of 9 A. an amount equal to 1. the aggregate basic limit in (1) above for the current taxable year plus each prior taxable year beginning after December 31, 2001 during which the Participant was eligible to participate in this Plan, minus 2. the aggregate amount of compensation that the Participant deferred under the Plan during such years disregarding any age 50 catch-up contributions permitted under Code Section 414(v), plus B. an amount equal to 1. the aggregate basic limit referred to in Code Section 457(b)(2) for each prior taxable year beginning after December 31, 1978 and before January 1, 2002 during which the Participant was eligible to participate in this Plan (determined without regard to Code Section 457(b)(3)), minus 2. the aggregate contributions to pre -2002 coordination plans for such years. (4) Special Rules. For purposes of this (b), the following rules shall apply: (i) Participant Covered By More Than One Eligible Plan. If the Participant is or has been a participant in one or more other eligible plans within the meaning of Code Section 457(b), then this Plan and all such other plans shall be considered as one plan for purposes of applying the foregoing limitations of this (b). For this purpose, the Plan Administrator shall take into account any other such eligible plan maintained by the Employer and shall also take into account any other such eligible plan for which the Plan Administrator receives from the Participant sufficient information concerning his participation in such other plan. (ii) Prior Taxable Years. In applying (3) above, a taxable year shall be taken into account only if A. the Participant was eligible to participate in the Plan during all or a portion of the taxable year and B. compensation deferred, if any, under the Plan during the year was subject to the basic limit described in (1) above or any other plan ceiling required by Code Section 457(b). (iii) Contributions to Pre -2002 Coordination Plans. For purposes of (3)(ii)B.2. above, "contributions to pre -2002 coordination plans" means any employer contribution, salary reduction or elective contribution under any other eligible Code Section 457(b) plan, or a salary reduction or elective contribution under any Code Section 401(k) qualified cash or deferred arrangement, Code Section 402(h)(1)(B) simplified employee pension (SARSEP), Code Section 403(b) annuity contract, and Code Section 408(p) simple retirement account, or under any plan for which a deduction is allowed because of a contribution to an organization described in Code Section 501(c)(18), including plans, arrangements or accounts maintained by the Employer or any employer for whom the Participant performed services. However, the contributions for any taxable year are only taken into account for purposes of (3)(ii)B.2. above to the extent that the total of such contributions does not exceed the aggregate limit referred to in Code Section 457(b)(2) for that year. 10 (iv) Disregard Excess Deferral. For purposes of (1), (2), and (3) above, an individual is treated as not having deferred compensation under a plan for a prior taxable year to the extent excess deferrals under the plan are distributed, as described in (5) below. To the extent that the combined deferrals for pre -2002 years exceeded the maximum deferral limitations, the amount is treated as an excess deferral for those prior years. (5) Correction of Excess Deferrals. If the Employer Contributions on behalf of a Participant for any taxable year exceeds the limitations described above, or the Employer Contributions on behalf of a Participant for any taxable year exceeds the limitations described above when combined with other amounts deferred by the Participant under another eligible deferred compensation plan under Code Section 457(b) for which the Participant provides information that is accepted by the Plan Administrator, then the Employer Contributions, to the extent Employer Contributions are in excess of the applicable limitation (adjusted for any income or loss in value, if any, allocable thereto), shall be distributed to the Participant. However, in no event can a Participant's Salary Deferral Contributions be more than the Participant's Compensation for the taxable year. SECTION 3.01A --ROLLOVER CONTRIBUTIONS. A Rollover Contribution may be made by an Eligible Employee or an Inactive Participant if the following conditions are met: (a) The Contribution is a Participant's Rollover Contribution or a direct rollover of a distribution made after December 31, 2001 from the types of plans specified below. Direct Rollovers. The Plan will accept a direct rollover of an Eligible Rollover Distribution from (i) a qualified plan described in Code Section 401(a) or 403(a), excluding after-tax employee contributions and including any portion of a designated Roth account; (ii) an annuity contract described in Code Section 403(b), excluding after-tax employee contributions and including any portion of a designated Roth account; and (iii) an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, including any portion of a designated Roth account. Participant's Rollover Contributions from Other Plans. The Plan will accept a Participant contribution of an Eligible Rollover Distribution from (i) a qualified plan described in Code Section 401(a) or 403(a), including distributions of a designated Roth account only to the extent such amount would otherwise be includible in a Participant's gross income; (ii) an annuity contract described in Code Section 403(b), including distributions of a designated Roth account only to the extent such amount would otherwise be includible in a Participant's gross income; and (iii) an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, including any portion of a designated Roth account. Participant's Rollover Contributions from IRAs. The Plan will accept a Participant Rollover Contribution of the portion of a distribution from an individual retirement account or individual retirement annuity described in Code Section 408(a) or (b) that is eligible to be rolled over and would otherwise be includible in the Participant's gross income. In the case of an Inactive Participant, the Contribution must be of an amount distributed from another plan of the Employer. 11 (b) The Contribution is of amounts that the Code permits to be transferred to an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. (c) The Contribution is made in the form of a direct rollover under Code Section 401(a)(31) or is a rollover made under Code Section 402(c) or 408(d)(3)(A) within 60 days after the Eligible Employee or Inactive Participant receives the distribution. (d) The Eligible Employee or Inactive Participant furnishes evidence satisfactory to the Plan Administrator that the proposed rollover meets conditions (a), (b), and (c) above. A Rollover Contribution shall be allowed in cash only and must be made according to procedures set up by the Plan Administrator. If the Eligible Employee is not an Active Participant when the Rollover Contribution is made, he shall be deemed to be an Active Participant only for the purpose of investment and distribution of the Rollover Contribution. Employer Contributions shall not be made for or allocated to the Eligible Employee until the time he meets all of the requirements to become an Active Participant. Rollover Contributions made by an Eligible Employee or an Inactive Participant shall be credited to his Account. Rollover Contributions are 100% vested when made. A separate accounting record shall be maintained for that part of his Rollover Contributions consisting of amounts that were not distributed from an eligible plan under Code Section 457(b) and any portion of a designated Roth account, including the portion that would not have been includible in the Participant's gross income if the contributions were not rolled over into this Plan. SECTION 3.02 --TRANSFER CONTRIBUTIONS. If an Eligible Employee formerly participated in an eligible plan under Code Section 457(b), the trustee or plan administrator of that plan may transfer funds to this Plan on behalf of the Eligible Employee. Transfer of rollover amounts shall not be permitted if the Plan does not permit such rollover amounts and, if permitted, such amounts shall be treated as a rollover amount made to this Plan. The transferred funds other than rollover amounts shall be called a Transfer Contribution and shall be made according to procedures set up by the Plan Administrator. If the Eligible Employee is not an Active Participant when the Transfer Contribution is made, he shall be deemed to be an Active Participant only for the purpose of investment and distribution of the Transfer Contribution. Employer Contributions shall not be made for or allocated to the Eligible Employee until the time he meets all of the requirements to become an Active Participant. Transfer Contributions made by an Eligible Employee shall be credited to his Account. Transfer Contributions are 100% vested when made. SECTION 3.03 --ALLOCATION. Salary Deferral Contributions shall be allocated to Participants for whom such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article. Such Contributions shall be allocated when made and credited to the Participant's Account. 12 ARTICLE IV: INVESTMENT AND TIMING OF CONTRIBUTIONS SECTION 4.01 --INVESTMENT AND TIMING OF CONTRIBUTIONS. The handling of Contributions which are directed to the Annuity Contract is governed by the provisions of the Annuity Contract. To the extent permitted by the Annuity Contract, the parties named below shall direct the Contributions to the guaranteed benefit policy portion of the Annuity Contract or any of the investment options available under the Annuity Contract and may request the transfer of amounts resulting from those Contributions between such investment options and investment vehicles or the transfer of amounts between the guaranteed benefit policy portion of the Annuity Contract and such investment options. To the extent that a Participant who has investment direction fails to give timely direction, the Employer shall direct the investment of his Account. The Employer shall have investment direction for amounts which have not been allocated to Participants. To the extent an investment is no longer available, the Employer may require that amounts currently held in such investment be reinvested in other investments. The Participant shall direct the investment of Contributions and transfer of amounts resulting from Contributions. Notwithstanding any contrary provision of the Plan, including any Annuity Contract issued under the Plan, in accordance with Code Section 457(g), all amounts of compensation deferred pursuant to the Plan, all property and rights purchased with such amounts, and all income attributable to such amounts, property, or rights shall be held in a trust or one or more annuity contracts, as defined in Code Section 401(g), for the exclusive benefit of Participants and Beneficiaries under the Plan and for defraying reasonable expenses of administering the Plan. For purposes of this paragraph, a trust must be established under the Plan pursuant to a written agreement that constitutes a valid trust under the law of the state in which the Employer is located. For purposes of this paragraph an annuity contract shall be issued by an insurance company qualified to do business in the state where the contract was issued and may not include any life, health or accident, property, casualty, or liability insurance contract. All amounts of compensation deferred under the Plan shall be transferred to a trust or an annuity contract described in Code Section 401(f), within a period that is not longer than reasonable for the proper administration of the Accounts of Participants. For this purpose, Salary Deferral Contributions shall be treated as contributed within a period that is not longer than is reasonable for the proper administration if the Contribution is made to the trust or annuity contract within 15 business days following the end of the month in which the amount would have otherwise been paid to the Participant. 13 ARTICLE V: BENEFITS SECTION 5.01 --DEATH BENEFITS. If a Participant dies before his Vested Account is distributed to him under the provisions of this article or the SMALL AMOUNTS SECTION of Article X, his Vested Account shall be distributed according to the distribution of benefits provisions of Article VI and the provisions of the SMALL AMOUNTS SECTION of Article X. SECTION 5.02 --SEVERANCE BENEFITS. If an Inactive Participant's Vested Account is not payable under the SMALL AMOUNTS SECTION of Article X, he may elect to receive a distribution of his Vested Account after his Severance from Employment. A distribution under this paragraph shall be a severance benefit and shall be distributed to the Participant according to the distribution of benefits provisions of Article VI. A Participant may not elect to receive a distribution under the provisions of this section after he again becomes an Employee until he subsequently has a Severance from Employment and meets the requirements of this section. If an Inactive Participant does not receive an earlier distribution, upon his Required Beginning Date, his Vested Account shall be distributed. A distribution under this paragraph shall be a severance benefit and shall be distributed to the Participant according to the distribution of benefit provisions of Article VI. If an Inactive Participant does not receive an earlier distribution, upon his death, his Vested Account shall be distributed according to the provisions of the DEATH BENEFITS SECTION of this article. Beginning January 1, 2009, a Participant who has been performing Qualified Military Service for a period of more than 30 days is deemed to have had a Severance from Employment for purposes of requesting a distribution of his Vested Account. The Plan will suspend Contributions for six months after receipt of the distribution. SECTION 5.03 --WHEN BENEFITS START. (a) Benefits shall begin by the Participant's Required Beginning Date, as defined in the DEFINITIONS SECTION of Article VII. All elections to defer commencement of benefits made by Participants or Beneficiaries prior to January 1, 2002 and defaulted distributions (other than a defaulted distribution to an annuity option or a distribution required to meet the requirements of Code Section 401(a)(9)) may be voided at the election of the Participant or Beneficiary. The distribution provisions of the Plan as amended effective January 1, 2002 shall apply to such Participants. (b) The Participant's Vested Account which does not result from Rollover Contributions may not be distributed to a Participant or to his Beneficiary (or Beneficiaries) in accordance with the Participant's or Beneficiary's (or Beneficiaries') election, earlier than his Severance from Employment or age 70 1/2. Such amount may also be distributed upon: (1) Termination of the Plan, as permitted in Article VIII. 14 (2) The Unforeseeable Emergency of the Participant as permitted in the WITHDRAWAL BENEFITS SECTION of this article. (3) A de minimis in-service withdrawal as permitted in the WITHDRAWAL BENEFITS SECTION of this article. Beginning January 1, 2009, Salary Deferral Contributions may be distributed if the Participant is deemed to have a Severance from Employment as described in Code Section 414(u)(12)(B)(i). SECTION 5.04 --TRANSFERS FROM THE PLAN. If an Inactive Participant has a Severance from Employment and accepts employment with another employer which maintains an eligible plan under Code Section 457(b) and the new employer's plan provides for the transfer and the Participant will have an amount deferred under the other plan immediately after the transfer at least equal to the amount of the transfer, the Inactive Participant may elect to transfer his Vested Account to the plan maintained by the new employer. Such transfer is in full settlement of benefits otherwise payable with respect to the amount transferred. SECTION 5.05 --WITHDRAWAL BENEFITS. Withdrawal of Rollover Contributions. A Participant may withdraw any part of his Vested Account resulting from Rollover Contributions. A Participant may make such a withdrawal at any time. Unforeseeable Emergency. Before his Severance from Employment, a Participant may withdraw all or any portion of his Vested Account in the event of an Unforeseeable Emergency. The Participant's request for a withdrawal shall include his statement such an Unforeseeable Emergency exists and explain its nature. No withdrawal shall be allowed which is in excess of the amount reasonably required to satisfy the Unforeseeable Emergency (which may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution) or to the extent such Unforeseeable Emergency can be relieved from other resources that are reasonably available to the Participant. The Participant's request for a withdrawal shall include his written statement that the amount requested does not exceed the amount needed to meet the Unforeseeable Emergency. The Participant's request for a withdrawal shall include his written statement that the Unforeseeable Emergency cannot be relieved: (1) through reimbursement or compensation by insurance or otherwise; (2) by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause a severe financial hardship; or (3) by cessation of deferrals under the Plan. The Plan Administrator will establish uniform, nondiscriminatory guidelines to use in determining if an Unforeseeable Emergency exists. The Plan Administrator's determination shall be final. The Participant has no legal or equitable right to such a withdrawal. 15 De Minimis In-service Withdrawal. Before his Severance from Employment, a Participant may withdraw all of his Vested Account if his Vested Account is not more than the dollar limit under Code Section 411(a)(11)(A) and the following requirements have been met: (1) No amount has been deferred under the Plan with respect to such Participant during the two- year period ending on the date of the withdrawal. (2) The Participant has not previously received a distribution of his total Vested Account to which Code Section 457(e)(9)(A) applied. A request for withdrawal shall be made in such manner and in accordance with such rules as the Employer will prescribe for this purpose (including by means of voice response or other electronic means under circumstances the Employer permits). A withdrawal benefit shall be distributed in a lump sum. SECTION 5.06 --DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS. The Plan specifically permits distributions to an Alternate Payee under a qualified domestic relations order as defined in Code Section 414(p), at any time, irrespective of whether the Participant has attained his earliest retirement age, as defined in Code Section 414(p), under the Plan. A distribution to an Alternate Payee before the Participant has attained his earliest retirement age is available only if the order specifies that distribution shall be made prior to the earliest retirement age or allows the Alternate Payee to elect a distribution prior to the earliest retirement age. Nothing in this section shall permit a Participant to receive a distribution at a time otherwise not permitted under the Plan nor shall it permit the Alternate Payee to receive a form of payment not permitted under the Plan. The benefit payable to an Alternate Payee shall be subject to the provisions of the SMALL AMOUNTS SECTION of Article X if the value of the benefit does not exceed $5,000. The Plan shall make payments or distributions required under this section by separate benefit checks or other separate distribution to the Alternate Payee(s). 16 ARTICLE VI: DISTRIBUTION OF BENEFITS SECTION 6.01 --AUTOMATIC FORM OF DISTRIBUTION. Unless an optional form of benefit is selected pursuant to an election within the election period (see the ELECTION PROCEDURES SECTION of this article), the automatic form of benefit payable to or on behalf of a Participant is determined as follows: (a) Severance Benefits. The only form of severance benefit for a Participant who does not die before his Vested Account is distributed to him shall be the Normal Form. (b) Death Benefits. The automatic form of death benefit for a Participant who dies before his Vested Account is distributed to him shall be a single -sum payment to the Participant's Beneficiary. SECTION 6.02 --OPTIONAL FORMS OF DISTRIBUTION. (a) Severance Benefits. The optional forms of severance benefit shall be the following: (i) a straight life annuity; (ii) single life annuities with certain periods of 5, 10, or 15 years; (iii) a single life annuity with installment refund; (iv) survivorship life annuities with installment refund and survivorship percentages of 50%, 66 2/3%, 75%, or 100%; (v) fixed period annuities for any period of whole months which is not less than 60 and does not exceed the Life Expectancy, as defined in Article VII, of the Participant where the Life Expectancy is not recalculated; (vi) a fixed period installment option; and (vii) a fixed payment installment option. A single sum payment is also available. The fixed period installment option is an optional form of benefit under which the Participant elects to receive substantially equal annual payments over a fixed period of whole years. The annual payment may be paid in annual, semi-annual, quarterly, or monthly installments, as elected by the Participant. The Participant may elect to receive additional payments. The fixed payment installment option is an optional form of benefit under which the Participant elects to receive a specified dollar amount each year. The annual payment may be paid in annual, semi-annual, quarterly, or monthly installments as elected by the Participant. The Participant may elect to receive additional payments. Election of an optional form is subject to the election provisions of the ELECTION PROCEDURES SECTION of this article and the distribution requirements of Article VII. Any annuity contract distributed shall be nontransferable. (b) Death Benefits. The optional forms of death benefit are a single sum payment and any annuity that is an optional form of severance benefit. Election of an optional form is subject to the election provisions of the ELECTION PROCEDURES SECTION of this article and the distribution requirements of Article VII. 17 SECTION 6.03 --ELECTION PROCEDURES. The Participant or Beneficiary shall make any election under this section in writing. The Plan Administrator may require such individual to complete and sign any necessary documents as to the provisions to be made. Any election permitted under (a) and (b) below shall be subject to the election provisions of (c) below. (a) Severance Benefits. A Participant may elect his Beneficiary or Contingent Annuitant and may elect to have severance benefits distributed under any of the optional forms of severance benefit available in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article. (b) Death Benefits. A Participant may elect his Beneficiary and may elect to have death benefits distributed under any of the optional forms of death benefit available in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article. If the Participant has not elected an optional form of distribution for the death benefit payable to his Beneficiary, the Beneficiary may, for his own benefit, elect the form of distribution, in like manner as a Participant. (c) Election. The Participant or Beneficiary may make an election at any time during the election period. The Participant or Beneficiary may revoke the election made (or make a new election) at any time and any number of times during the election period. (1) Election Period for Severance Benefits. A Participant may make an election as to severance benefits at any time before the date benefits begin. (2) Election Period for Death Benefits. A Participant may make an election as to death benefits at any time before he dies. The Beneficiary's election period begins on the date the Participant dies and ends on the date benefits begin. 18 ARTICLE VII: REQUIRED MINIMUM DISTRIBUTIONS SECTION 7.01 --APPLICATION. The optional forms of distribution are only those provided in Article VI. An optional form of distribution shall not be permitted unless it meets the requirements of this article. The timing of any distribution must meet the requirements of this article. SECTION 7.02 --DEFINITIONS. For purposes of this article, the following terms are defined: Distribution Calendar Year means 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 that contains the Participant's Required Beginning 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 (b)(2) of the REQUIRED MINIMUM DISTRIBUTIONS SECTION of this article. The required minimum distribution for the Participant's first Distribution Calendar Year will be made on or before the Participant's Required Beginning 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 Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year. Life Expectancy means life expectancy as computed by use of the Single Life Table in Q&A-1 in section 1.401(a)(9)-9 of the regulations. Participant' s Account Balance means the Account balance as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation 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. Required Beginning Date means, for a Participant, April 1 of the calendar year following the later of the calendar year in which he attains age 70 1/2 or the calendar year in which he retires. SECTION 7.03 --REQUIRED MINIMUM DISTRIBUTIONS. (a) General Rules. (1) The requirements of this article shall apply to any distribution of a Participant's interest and will take precedence over any inconsistent provisions of this Plan. Unless otherwise specified, the provisions of this article apply to calendar years beginning after December 31, 2002. (2) All distributions required under this article shall be determined and made in accordance with the regulations under Code Section 401(a)(9), including the incidental death benefit requirement in Code Section 401(a)(9)(G), and the regulations thereunder. 19 (b) Time and Manner of Distribution. (1) Required Beginning Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's Required Beginning Date. (2) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows: (i) 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 70 1/2, if later, except to the extent that an election is made to receive distributions in accordance with the 5 -year rule under (e) below. Under the 5 -year rule, the Participant's entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (ii) 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, except to the extent that an election is made to receive distributions in accordance with the 5 -year rule under (e) below. Under the 5 -year rule, the Participant's entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (iii) If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (iv) 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 are required to begin, this (b)(2), other than (b)(2)(i), will apply as if the surviving spouse were the Participant. For purposes of this (b)(2) and (d) below, unless (b)(2)(iv) above applies, distributions are considered to begin on the Participant's Required Beginning Date. If (b)(2)(iv) above applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under (b)(2)(i) above. If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant's Required Beginning Date (or to the Participant's surviving spouse before the date distributions are required to begin to the surviving spouse under (b)(2)(i) above), the date distributions are considered to begin is the date distributions actually commence. (3) Forms of Distribution. Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with (c) and (d) below. If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the regulations thereunder. 20 (c) Required Minimum Distributions During Participant's Lifetime. (1) 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: (i) the quotient obtained by dividing the Participant's Account Balance by the distribution period in the Uniform Lifetime Table set forth in Q&A-2 in section 1.401(a)(9)-9 of the regulations, using the Participant's age as of the Participant's birthday in the Distribution Calendar Year; or (ii) 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 Q&A-3 in section 1.401(a)(9)-9 of the regulations, using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the Distribution Calendar Year. (2) Lifetime Required Minimum Distributions Continue Through Year of Participant's Death. Required minimum distributions will be determined under this (c) 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 (d) Required Minimum Distributions After Participant's Death. (1) Death On or After Date Distributions Begin. (i) 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: A. 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. B. 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 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. C. 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. (ii) 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 21 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. (2) Death Before Date Distributions Begin. (i) Participant Survived by Designated Beneficiary. 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 (d)(1) above, except to the extent that an election is made to receive distributions in accordance with the 5 - year rule under (e) below. Under the 5 -year rule, the Participant's entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant's death (ii) 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 interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (iii) 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 (b)(2)(i) above, this (d)(2) will apply as if the surviving spouse were the Participant. (e) Election of 5 -year Rule. Participants or Beneficiaries may elect on an individual basis whether the 5 -year rule in (b)(2) and (d)(2) above applies to distributions after the death of a Participant who has a Designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which the distribution would be required to begin under (b)(2) above if no such election is made, or by September 30 of the calendar year which contains the fifth anniversary of the Participant's (or, if applicable, surviving spouse's) death. SECTION 7.04 --TRANSITION RULES. (a) Required Minimum Distributions. To the extent the Plan was effective before January 1, 2003, required minimum distributions were made pursuant to (1) through (2) below. (1) 2000 and Before. Required minimum distributions for calendar years after 1984 and before 2001 were made in accordance with Code Section 401(a)(9) and the proposed regulations thereunder published in the Federal Register on July 27, 1987 (the 1987 Proposed Regulations). (2) 2001 and 2002. Required minimum distributions for calendar years 2001 and 2002 were made pursuant to the proposed regulations under Code Section 401(a)(9) published in the Federal Register on January 17, 2001 (the 2001 Proposed Regulations). Distributions were made in 2001 under the 1987 Proposed Regulations prior to June 14, 2001, and the special transition rule in Announcement 2001-82, 2001-2 C.B. 123, applied. 22 (b) Other Distribution Requirements. To the extent the Plan was effective before January 1, 2002, the distribution requirements of Code Sections 457(d)(2)(B) and (C) as in effect prior to such date, were met for calendar years ending before such date. 23 ARTICLE VIII: TERMINATION OF THE PLAN The Employer expects to continue the Plan indefinitely but reserves the right to terminate the Plan in whole or in part at any time upon giving written notice to all parties concerned. The Participant's Account shall continue to participate in the earnings credited, expenses charged, and any appreciation or depreciation of the Investment Fund until his Vested Account is distributed. The Participant's entire Vested Account shall be paid in a single sum to the Participant as of the effective date of complete termination of the Plan. If a Participant or Beneficiary is receiving payments under the fixed period or fixed payment installment options, the Account shall be paid to such person in a single sum. The payment is in full settlement of all benefits otherwise payable. Upon complete termination of the Plan, no more Employees shall become Participants and no more Contributions shall be made. The assets of this Plan shall not be paid to the Employer at any time, except that, after the satisfaction of all liabilities under the Plan, any assets remaining may be paid to the Employer. The payment may not be made if it would contravene any provision of law. 24 ARTICLE IX: ADMINISTRATION OF THE PLAN SECTION 9.01 --ADMINISTRATION. Subject to the provisions of this article, the Plan Administrator has complete control of the administration of the Plan. The Plan Administrator has all the powers necessary for it to properly carry out its administrative duties. Not in limitation, but in amplification of the foregoing, the Plan Administrator has complete discretion to construe or interpret the provisions of the Plan, including ambiguous provisions, if any, and to determine all questions that may arise under the Plan, including all questions relating to the eligibility of Employees to participate in the Plan and the amount of benefit to which any Participant, Beneficiary, or Contingent Annuitant may become entitled. The Plan Administrator's decisions upon all matters within the scope of its authority shall be final. Unless otherwise set out in the Plan or Annuity Contract, the Plan Administrator may delegate recordkeeping and other duties which are necessary for the administration of the Plan to any person or firm which agrees to accept such duties. The Plan Administrator shall be entitled to rely upon all tables, valuations, certificates and reports furnished by the consultant or actuary appointed by the Plan Administrator and upon all opinions given by any counsel selected or approved by the Plan Administrator. The Plan Administrator shall receive all claims for benefits by Participants, former Participants, Beneficiaries, and Contingent Annuitants. The Plan Administrator shall determine all facts necessary to establish the right of any claimant to benefits and the amount of those benefits under the provisions of the Plan. The Plan Administrator may establish rules and procedures to be followed by claimants in filing claims for benefits, in furnishing and verifying proofs necessary to determine age, and in any other matters required to administer the Plan. SECTION 9.02 --EXPENSES. Expenses of the Plan, to the extent that the Employer does not pay such expenses, may be paid out of the assets of the Plan provided that such payment is consistent with any law to which the Plan is subject. Such expenses include, but are not limited to, expenses for recordkeeping and other administrative services; fees and expenses of the Annuity Contract; expenses for investment education service; and direct costs that the Employer incurs with respect to the Plan. SECTION 9.03 --RECORDS. All acts and determinations of the Plan Administrator shall be duly recorded. All these records, together with other documents necessary for the administration of the Plan, shall be preserved in the Plan Administrator's custody. Writing (handwriting, typing, printing), photostating, photographing, microfilming, magnetic impulse, mechanical or electrical recording, or other forms of data compilation shall be acceptable means of keeping records. SECTION 9.04 --DELEGATION OF AUTHORITY All or any part of the administrative duties and responsibilities under this article may be delegated by the Plan Administrator to a retirement committee. The duties and responsibilities of the retirement committee shall be set out in a separate written agreement. 25 SECTION 9.05 --EXERCISE OF DISCRETIONARY AUTHORITY. The Employer, Plan Administrator, and any other person or entity who has authority with respect to the management, administration, or investment of the Plan may exercise that authority in its/his full discretion, subject only to the duties imposed under any law to which the Plan is subject. This discretionary authority includes, but is not limited to, the authority to make any and all factual determinations and interpret all terms and provisions of the Plan documents relevant to the issue under consideration. The exercise of authority will be binding upon all persons; will be given deference in all courts of law; and will not be overturned or set aside by any court of law unless found to be arbitrary and capricious or made in bad faith. SECTION 9.06 --TRANSACTION PROCESSING. Transactions (including, but not limited to, investment directions, trades, loans, and distributions) shall be processed as soon as administratively practicable after proper directions are received from the Participant or such other parties. No guarantee is made by the Plan, Plan Administrator, Insurer, or Employer that such transactions will be processed on a daily or other basis, and no guarantee is made in any respect regarding the processing time of such transactions. Notwithstanding any other provision of the Plan, the Employer or the Plan Administrator reserves the right to not value an investment option on any given Valuation Date for any reason deemed appropriate by the Employer or the Plan Administrator. Administrative practicality will be determined by legitimate business factors (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices, and correction for errors or omissions or the errors or omissions of any service provider) and in no event will be deemed to be less than 14 days. The processing date of a transaction shall be binding for all purposes of the Plan and considered the applicable Valuation Date for any transaction. 26 ARTICLE X: GENERAL PROVISIONS SECTION 10.01 --AMENDMENTS. The Employer may amend this Plan at any time, including any remedial retroactive changes (within the time specified by Internal Revenue Service regulations), to comply with any law or regulation issued by any governmental agency to which the Plan is subject. An amendment may not diminish or adversely affect any accrued interest or benefit of Participants or their Beneficiaries nor allow reversion or diversion of Plan assets to the Employer at any time, except as may be required to comply with any law or regulation issued by any governmental agency to which the Plan is subject. SECTION 10.02 --DIRECT 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 Plan 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. For distributions made after December 31, 2006 (or the effective date above, if later), a Designated Beneficiary of a Participant who is not the surviving spouse of the Participant may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of a distribution, that would be an Eligible Rollover Distribution if the Designated Beneficiary were a Distributee, paid in a Direct Rollover to an individual retirement plan described in Code Section 402(c)(8)(B)(i) or (ii) established for the purposes of receiving the distribution on behalf of the Designated Beneficiary. If such Direct Rollover is made: (i) such Direct Rollover shall be treated as an Eligible Rollover Distribution; (ii) the individual retirement plan shall be treated as an inherited individual retirement account or individual retirement annuity (within the meaning of Code Section 408(d)(3)(C)); and (iii) Code Section 401(a)(9)(B) (other than clause (iv) thereof) shall apply to such plan. For this purpose, certain trusts shall be treated as a Designated Beneficiary as provided in Code Section 402(c)(11)(B). In the event of a mandatory distribution greater than $1,000 in accordance with the provisions of Article VIII or Article X that is an Eligible Rollover Distribution, if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a Direct Rollover or to receive the distribution directly in accordance with this section, then the Plan Administrator will pay the distribution in a Direct Rollover to an individual retirement plan designated by the Plan Administrator. For purposes of determining whether a mandatory distribution is greater than $1,000, the portion of the Participant's distribution attributable to any Rollover Contributions is included. In the event of any other Eligible Rollover Distribution to a Distributee, if the Distributee does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover or to receive the distribution directly in accordance with this section, then the Plan Administrator will pay the distribution to the Distributee. A mandatory distribution is a distribution to a Participant that is made without the Participant's consent and is made to the Participant before the Participant attains the older of age 62 or Normal Retirement Age. SECTION 10.03 --PROVISIONS RELATING TO THE INSURER. The obligations of an Insurer shall be governed solely by the provisions of the Annuity Contract. The Insurer shall not be required to perform any act not provided in or contrary to the provisions of the Annuity Contract. Each Annuity Contract when purchased shall comply with the Plan. See the CONSTRUCTION SECTION of this article. 27 The Insurer is not a party to the Plan, nor bound in any way by the Plan provision. It shall not be required to look to the terms of this Plan, nor to determine whether the Employer or the Plan Administrator have the authority to act in any particular manner or to make any contract or agreement. Until notice of any amendment or termination of this Plan has been received by the Insurer at its home office, the Insurer is and shall be fully protected in assuming that the Plan has not been amended or terminated according to the latest information which it has received at its home office. SECTION 10.04 --EMPLOYMENT STATUS. Nothing contained in this Plan gives an Employee the right to be retained in the Employer's employ or to interfere with the Employer's right to discharge any Employee. SECTION 10.05 --RIGHTS TO PLAN ASSETS. An Employee shall not have any right to or interest in any assets of the Plan upon termination of employment or otherwise except as specifically provided under this Plan, and then only to the extent of the benefits payable to such Employee according to the Plan provisions. Any final payment or distribution to a Participant or his legal representative or to any Beneficiaries or Contingent Annuitant of such Participant under the Plan provisions shall be in full satisfaction of all claims against the Plan, the Plan Administrator, the Insurer, and the Employer arising under or by virtue of the Plan. SECTION 10.06 --BENEFICIARY. Each Participant may name a Beneficiary to receive any death benefit (other than any income payable to a Contingent Annuitant) that may arise out of his participation in the Plan. The Participant may change his Beneficiary from time to time. The Participant's Beneficiary designation and any change of Beneficiary shall be subject to the provisions of the ELECTION PROCEDURES SECTION of Article VI. It is the responsibility of the Participant to give written notice to the Insurer of the name of the Beneficiary on a form furnished for that purpose. With the Employer's consent, the Plan Administrator may maintain records of Beneficiary designations. In that event, the written designations made by Participants shall be filed with the Plan Administrator. If a Participant dies, the Plan Administrator shall certify to the Insurer the Beneficiary designation on its records for the Participant. If there is no Beneficiary named or surviving when a Participant dies, the Participant's Beneficiary shall be the Participant's surviving spouse, or where there is no surviving spouse, the executor or administrator of the Participant's estate. SECTION 10.07--NONALIENATION OF BENEFITS. Benefits payable under the Plan are not subject to the claims of any creditor of any Participant, Beneficiary, spouse, or Contingent Annuitant. A Participant, Beneficiary, spouse, or Contingent Annuitant does not have any rights to alienate, anticipate, commute, pledge, encumber or assign any of such benefits. The preceding sentences shall not apply to a domestic relations order. A domestic relations order is a judgement, 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 the Participant made pursuant to the domestic relations law of any State. 28 Payment may be made pursuant to a domestic relations order without regard to whether the Participant is eligible for a distribution of benefits under the Plan. SECTION 10.08 --CONSTRUCTION. The validity of the Plan or any of its provisions is determined under and construed according to Federal law and, to the extent permissible, according to the laws of the state in which the Employer has its principal office. In case any provision of this Plan is held illegal or invalid for any reason, such determination shall not affect the remaining provisions of this Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included. In the event of any conflict between the provisions of the Plan and the terms of any Annuity Contract issued hereunder, the provisions of the Plan control. SECTION 10.09 --LEGAL ACTIONS. No person employed by the Employer; no Participant, former Participant, or their Beneficiaries; nor any other person having or claiming to have an interest in the Plan is entitled to any notice of process. A final judgment entered in any such action or proceeding shall be binding and conclusive on all persons having or claiming to have an interest in the Plan. SECTION 10.10 --SMALL AMOUNTS. If the Vested Account of a Participant is not more than the dollar limit under Code Section 411(a)(11)(A), his entire Vested Account shall be paid in a single sum as of the earlier of the date he dies or the date he has a Severance from Employment for any other reason (the date the Employer provides notice to the record keeper of the Plan of such event, if later). If a Participant would have received a distribution under the first sentence of this paragraph but for the fact that the Participant's Vested Account exceeded the small amount cash out limit, and if at a later time the Participant's Vested Account is equal to or less than the small amount cash out limit and such Participant has not again become an Employee, such Vested Account shall be paid in a single sum. This is a small amounts payment. If a small amounts payment is made as of the date the Participant dies, the small amounts payment shall be made to the Participant's Beneficiary. If a small amounts payment is made while the Participant is living, the small amounts payment shall be made to the Participant. The small amounts payment is in full settlement of benefits otherwise payable. No other small amounts payments shall be made. SECTION 10.11 --WORD USAGE. The masculine gender, where used in this Plan, shall include the feminine gender and the singular words, as used in this Plan, may include the plural, unless the context indicates otherwise. The words "in writing" and "written," where used in this Plan, shall include any other forms, such as voice response or other electronic system, as permitted by any governmental agency to which the Plan is subject. 29 SECTION 10.12 --MILITARY SERVICE. Notwithstanding any provision of this Plan to the contrary, the Plan shall provide contributions, benefits, and service credit with respect to qualified military service in accordance with Code Section 414(u). Beginning January 1, 2007, a Participant who dies on or after January 1, 2007 while performing Qualified Military Service is treated as having resumed and then terminated employment on account of death, in accordance with Code Section 401(a)(37) and any subsequent guidance. The survivors of such Participant are entitled to any additional benefits provided under the Plan on account of death of the Participant. 30 PLAN EXECUTION By executing this Plan, the Employer acknowledges having counseled to the extent necessary with selected legal and tax advisors regarding the Plan's legal and tax implications. Executed this �� day of ,2o l . COUNT OF WELD, STAT OF COLORADO By Barbara Kirkm-yer, BO C Chair Title 31 .2O19- 6pM DEFERRED COMPENSATION PLAN OF THE COUNTY OF WELD, STATE OF COLORADO Deferred Compensation Plan Restated January 1, 2020 TABLE OF CONTENTS INTRODUCTION 1 ARTICLE I: FORMAT AND DEFINITIONS 2 SECTION 1.01 --FORMAT 2 SECTION 1.02 --DEFINITIONS. 2 ARTICLE II: PARTICIPATION 8 SECTION 2.O1 --ACTIVE PARTICIPANT8 SECTION 2.O2 --INACTIVE PARTICIPANT. 8 SECTION 2.03 --CESSATION OF PARTICIPATION. 8 ARTICLE III: CONTRIBUTIONS 9 SECTION 3.01 --EMPLOYER CONTRIBUTIONS. 9 SECTION 3.01A --ROLLOVER CONTRIBUTIONS. 11 SECTION 3.O2 --TRANSFER CONTRIBUTIONS. 12 SECTION 3.03 --ALLOCATION. 12 ARTICLE IV: INVESTMENT AND TIMING OF CONTRIBUTIONS 13 SECTION 4.01 --INVESTMENT AND TIMING OF CONTRIBUTIONS. 13 ARTICLE V: BENEFITS 14 SECTION 5.01 --DEATH BENEFITS 14 SECTION 5.02 --SEVERANCE BENEFITS 14 SECTION 5.03 --WHEN BENEFITS START. 14 SECTION 5.04 --TRANSFERS FROM THE PLAN 15 SECTION 5.05 --WITHDRAWAL BENEFITS. 15 SECTION 5.06 --DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS. 16 ARTICLE VI: DISTRIBUTION OF BENEFITS 17 SECTION 6.01 --AUTOMATIC FORM OF DISTRIBUTION. 17 SECTION 6.02 --OPTIONAL FORMS OF DISTRIBUTION 17 SECTION 6.03 --ELECTION PROCEDURES. 18 ARTICLE VII: REQUIRED MINIMUM DISTRIBUTIONS 19 SECTION 7.01 --APPLICATION. 19 SECTION 7.02 --DEFINITIONS. 19 SECTION 7.03 --REQUIRED MINIMUM DISTRIBUTIONS 19 SECTION 7.04 --TRANSITION RULES 22 ARTICLE VIII: TERMINATION OF THE PLAN 24 ARTICLE IX: ADMINISTRATION OF THE PLAN 25 SECTION 9.01 --ADMINISTRATION 25 SECTION 9.02 --EXPENSES 25 SECTION 9.03 --RECORDS 25 SECTION 9.04 --DELEGATION OF AUTHORITY 25 SECTION 9.05 --EXERCISE OF DISCRETIONARY AUTHORITY 26 SECTION 9.06 --TRANSACTION PROCESSING26 ARTICLE X: GENERAL PROVISIONS 27 SECTION 10.01 --AMENDMENTS. 27 SECTION 10.02 --DIRECT ROLLOVERS. 27 SECTION 10.03 --PROVISIONS RELATING TO THE INSURER27 SECTION 10.04 --EMPLOYMENT STATUS28 SECTION 10.05 --RIGHTS TO PLAN ASSETS. 28 SECTION 10.06 --BENEFICIARY 28 SECTION 10.07--NONALIENATION OF BENEFITS 28 SECTION 10.08 --CONSTRUCTION 29 SECTION 10.09 --LEGAL ACTIONS. 29 SECTION 10.10 --SMALL AMOUNTS 29 SECTION 10.11 --WORD USAGE. 29 SECTION 10.12 --MILITARY SERVICE. 30 PLAN EXECUTION 31 ii INTRODUCTION The Employer previously established a deferred compensation plan, effective as of January 23, 1985, for the exclusive benefit of certain of its employees. The plan is hereby restated, effective as of January 1, 2020, and is set forth in this document which is substituted in lieu of the prior document. It is intended that the plan, as restated, shall meet the requirements of section 457 of the Internal Revenue Code of 1986, including any later amendments to that statute. The Employer agrees to operate the plan according to the terms, provisions, and conditions set forth in this document. The restated plan continues to be for the exclusive benefit of certain employees of the Employer. All persons covered under the plan before the effective date of this restatement shall continue to be covered under the restated plan with no loss of benefits. The provisions of this plan apply as of the effective date of this restatement, unless otherwise specified. 1 TCLE I: FORMAT AND DEFINITIONS SECTION 1.01 -FORMAT. Words and phrases defined in the DEFINITIONS SECTION of Article I shall have that defined meaning when used in this Plan, unless the context clearly indicates otherwise. These words and phrases have an initial capital letter to aid in identifying them as defined terms. SECTION 1.02 -DEFINITIONS. Account means, for a Participant, his share of the Plan Fund. Separate accounting records are kept for those parts of his Account that result from: (a) Pre-tax Salary Deferral Contributions (b) Roth Salary Deferral Contributions (c) Transfer Contributions (d) Rollover Contributions A Participant's Account shall be reduced by any distribution of his Vested Account. A Participant's Account shall participate in the earnings credited, expenses charged, and any appreciation or depreciation of the Investment Fund. His Account is subject to any minimum guarantees applicable under the Annuity Contract and to any expenses associated therewith. Active Participant means an Eligible Employee who is actively participating in the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION of Article II. Age 50 Catch-up Dollar Amount means, for any taxable year, the amount established under Code Sections 414(v)(2)(B) and (C) applicable as set forth below: Calendar Year in Which Age 50 Catch-up Taxable Year Begins Dollar Amount 2002 2003 2004 2005 2006 or thereafter $1,000 $2,000 $3,000 $4,000 $5,000 adjusted for cost -of -living after 2006 in accordance with Code Section 414(v)(2)(C) Alternate Payee means any spouse, former spouse, child, or other dependent of a Participant who is recognized by a qualified domestic relations order as having a right to receive all, or a portion of, the benefits payable under the Plan with respect to such Participant. Annuity Contract means the annuity contract or contracts into which the Employer enters with the Insurer for guaranteed benefits, for the investment of Contributions in separate accounts, and for the payment of benefits under this Plan. The term Annuity Contract as it is used in this Plan shall include the plural unless the context clearly indicates the singular is meant. Applicable Dollar Amount means, for any taxable year, the amount established under Code Section 457(e)(15) applicable as set forth below: 2 Calendar Year in Which Taxable Year Begins 2002 2003 2004 2005 2006 or thereafter Applicable Dollar Amount $11,000 $12,000 $13,000 $14,000 $15,000 adjusted for cost -of -living after 2006 in accordance with Code Section 457(e)(15)(B) Beneficiary means the person or persons named by a Participant to receive any benefits under the Plan when the Participant dies. See the BENEFICIARY SECTION of Article X. Code means the Internal Revenue Code of 1986, as amended. Compensation means all payments made to an Employee by the Employer as remuneration for services rendered, including salary, wages, fees, commissions, bonuses, and overtime pay, that is includible in the Employee's gross income. Compensation shall also include any elective deferral (as defined in Code Section 402(g)(3)), and any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includible in the gross income of the Employee by reason of Code Section 125, 132(0(4), or 457. Compensation shall also include employee contributions "picked up" by a governmental entity and, pursuant to Code Section 414(h)(2), treated as Employer contributions. Beginning January 1, 2009, Compensation shall include Differential Wage Payments. Contingent Annuitant means an individual named by the Participant to receive a lifetime benefit after the Participant's death in accordance with a survivorship life annuity. Contributions means Salary Deferral Contributions Transfer Contributions Rollover Contributions as set out in Article III, unless the context clearly indicates only specific contributions are meant. ?esignated Beneficiary means the individual who is 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 Code Section 401(a)(9) and section 1.401(a)(9)-4 of the regulations. Dfu ferential Wage Payments means any payments which are made by an Employer to an individual with resoect to any period during which the individual is performing Qualified Military Service while on active duty for a period of more than 30 days, and represents all or a portion of the wages the individual would have received from the Employer if the individual were performing service for the Employer. Direct Rollover means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. Distributee means 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 Code Section 414(p), are Distributees with regard to the interest of the spouse or former spouse. Eligible Employee means any Employee of the Employer, excluding the following: ® Bargaining employees, unless covered by a collective bargaining agreement which provides for participation in the plan. ® Independent contractors. Eligible Retirement Plan means an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), for taxaole years beginning on or after January 1, 2008, an indivicual retirement plan describec in Coae Section 408A(b) subject to any limitations described in Code Section 408A(c), an annuity plan described in Code Section 403(a), an annuity contract described in Coce Section 403(b), or a qualified plan described in Code Section 401(a), that accepts the Distributee's Eligible Rollover Distribution. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is an Alternate Payee under a qualified domestic relations order, as defined in Code Section 414(p). If any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a designated Roth account, an Eligible Retirement Plan with respect to such portion shall include only (i) another designated Roth account of the individual from whose account the payments or distributions were made under an annuity plan described in Code Section 403(a), a qualified plan described in Code Section 401(a), or an eligible deferred compensation plan (as defined in section 457(b) of the regulations) of an eligible employer described in Code Section 457(e)(1)(A); (ii) another designated Roth account of such individual under an annuity contract described in Code Section 403(b); or (iii) a Roth IRA described in Code Section 408A of such individual. Eligible Rollover Distribution means 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: (i) 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 designated Beneficiary, or for a specified period of ten years or more; (ii) any distribution to the extent such distribution is required under Code Section 401(a)(9); (iii) any unforeseeable emergency distribution. (iv) the portion of any other distribution(s) that is not includible in gross income; and (v) any other distribution(s) that is reasonably expected to total less than $200 during a year. A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of the portion of a designated Roth account that is not includible in a Participant's gross income. However, such portion may be transferred only to a Roth IRA described in Code Section 408A or to a designated Roth account under another plan that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible. If the distribution includes any portion of a designated Roth account, in determining if (v) above applies: (i) any portion of the distribution from the designated Roth account shall not be treated as an Eligible Rollover Distribution if it is reasonably expected to total less than $200 during a year and (ii) the balance of the distribution, if any, shall not be treated as an Eligible Rollover Distribution if it is reasonably expected to total less than $200 during a year. In addition, a designated Roth account and all other accounts under the Plan shall be treated as accounts held under two separate plans and shall not be combined in determining a mandatory distribution of an Eligible Rollover Distribution greater than $1,000 in the DIRECT ROLLOVERS SECTION of Article X. Employee means an individual who is employed by the Employer. Beginning January 1, 2009, the term Employee shall include any individual receiving Differential Wage Payments. Employer means County of Weld, State of Colorado. Employer Contributions means Salary Deferral Contributions as set out in Article Ill Entry Date means the date an Employee first enters the Plan as an Active Participant. See the ACTIVE PARTICIPANT SECTION of Article II. Inactive Participant means a former Active Participant who has an Account. See the INACTIVE PARTICIPANT SECTION of Article II. Includible Compensation means wages within the meaning of Code Section 3401(a) and all other payments of compensation to an Employee by the Employer (in the course of the Employer's trade or business) for which the Employer is required to furnish the Employee a written statement under Code Sections 6041(d), 6051(a)(3), and 6052. Compensation must be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). The amount reported in the "Wages, Tips and Other Compensation" box on Form W-2 satisfies this definition. Includible Compensation shall also include any elective deferral (as defined in Code Section 402(g)(3)), and any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includible in the gross income of the Employee by reason of Code Section 125, 132(0(4), or 457. Includible Compensation shall be determined without regard to any community property laws. Beginning January 1, 2009, Includible Compensation shall include Differential Wage Payments. Insurer means Principal Life Insurance Company and any other insurance company or companies named by the Employer. Investment Fund means the total of Plan assets, excluding the guaranteed benefit policy portion of any Annuity Contract. The Investment Fund shall be valued at current fair market value as of the Valuation Date. The valuation shall take into consideration investment earnings credited, expenses charged, payments made, and changes in the values of the assets held in the Investment Fund. The Investment Fund shall be allocated at all times to Participants, except as otherwise expressly provided in the Plan. The Account of a Participant shall be credited with its share of the gains and losses of the Investment Fund. That part of a Participant's Account invested in a funding arrangement which establishes one or more accounts or investment vehicles for such Participant thereunder shall be credited with the gain or loss from such accounts or investment vehicles. The part of a Participant's Account which is invested in other funding arrangements shall be credited with a proportionate share of the gain or loss of such investments. The share shall be determined by multiplying the gain or loss of the investment by the ratio of the part of the Participant's Account invested in such funding arrangement to the total of the Investment Fund invested in such funding arrangement. Normal Form means a single life annuity with installment refund. Normal Retirement Age means age 65. Participant means either an Active Participant or an Inactive Participant. Plan means the deferred compensation plan of the Employer set forth in this document, including any later amendments to it. Plan Adrninistratr means the person or persons who administer the Plan. The Plan Administrator is the Director of Administrative Services of Weld County. Plan Fund means the total of the Investment Fund and the guaranteed benefit policy portion of any Annuity Contract. The Investment Fund shall be valued as stated in its definition. The guaranteed benefit policy portion of any Annuity Contract shall be determined in accordance with the terms of the Annuity Contract and, to the extent that such Annuity Contract allocates contract values to Participants, allocated to Participants in accordance with its terms. The total value of all amounts held under the Plan Fund shall equal the value of the aggregate Participants' Accounts under the Plan. Plan Year means a period beginning on a Yearly Date and ending on the day before the next Yearly Date. Pre-tax Salary Deferral Contributions means a Participant's Salary Deferral Contributions that are not includible in the Participant's gross income at the time deferred. Qualified Chapter 43 of Title 38 of the U.S. Code) oy any individual if such individual is entitled to reemployment rights under such chapter with respect to such service. ill to ry Seri/ice means caw service in the uniformed services (as defined in Reentry Date means the date a former Active Participant reenters the Plan. See the ACTIVE PARTICIPANT SECTION of Article II. Rollover Contributions means the Rollover Contributions which are made by an Eligible Employee or an Inactive Participant according to the provisions of the ROLLOVER CONTRIBUTIONS SECTION of Article III. Rth Salary Deferral Contributions means a Participant's Salary Deferral Contributions that are not excludible from the Participant's gross income at the time deferred and have been irrevocably designated as Roth Salary Deferral Contributions by the Participant in his salary deferral agreement. Salary Deferral Contributions means contributions made by the Employer to fund this Plan in accordance with salary deferral agreements between the Employer and Eligible Employees. See the EMPLOYER CONTRIBUTIONS SECTION of Article III. Salary Deferral Contributions means Pre-tax Salary Deferral Contributions and Roth Salary Deferral Contributions, unless the context clearly indicates only one is meant. Severance from Employment means an Employee has died, retired, or otherwise had a severance from employment with the Employer. The Plan Administrator shall determine if a Severance from Employment has occurred in accordance with the regulations under Code Section 401(k). Transfer Contributions means the contributions transferred by an Eligible Employee to this Plan from an eligible plan under Code Section 457(b) according to the provisions of the TRANSFER CONTRIBUTIONS SECTION of Article III. Unforeseeable Emergency means severe financial hardship to a Participant resulting from: an illness or accident of the Participant, the Participant's spouse, or the Participant's dependent (as defined in Code Section 152(a)); loss of the Participant'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 natural disaster); the need to pay for funeral expenses of the Participant's spouse or dependent (as defined in Code Section 152(a)); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. For example, the imminent foreclosure of or eviction from the Participant'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. Except as otherwise specifically provided in this definition, neither the purchase of a home nor the payment of college tuition is an Unforeseeable Emergency. Valuation Date means the date on which the value of the assets of the Investment Fund is determined. The value of each Account which is maintained under this Plan shall be determined on the Valuation Date. In each Plan Year, the Valuation Date shall be the last day of the Plan Year. At the discretion of the Plan Administrator or Insurer (whichever applies), assets of the Investment Fund may be valued more frequently. These dates shall also be Valuation Dates. Vested Account means the vested part of a Participant's Account. The Participant's Vested Account is equal to his Account. Yearly Date means January 23, 1985, and each following January 1. ARTICLE H: PARTICIPATION SECTION 205'©,.CTIVE PARTICIPANT. (a) An Employee shall first become an Active Participant (begin active participation in the Plan) on the earliest date on which he is an Eligible Employee. This date is his Entry Date. Each Employee who was an Active Participant under the Plan on December 31, 2019 shall continue to be an Active Participant if he is still an Eligible Employee on January 1, 2020, and his Entry Date shall not change. (b) An Inactive Participant shall again become an Active Participant (resume active participation in the Plan) on the date he again becomes an Eligible Employee. This date is his Reentry Date. Upon again becoming an Active Participant, he shall cease to be an Inactive Participant. (c) A former Participant shall again become an Active Participant (resume active participation in the Plan) on the date he again becomes an Eligible Employee. This date is his Reentry Date. There shall be no duplication of benefits for a Participant under this Plan because of more than one period as an Active Participant. SECTION 2o02 -INACTIVE PARTICIPANT. An Active Participant shall become an Inactive Participant (stop accruing benefits under the Plan) on the earlier of the following: (a) the date the Participant ceases to be an Eligible Employee, or (b) the effective date of complete termination of the Plan under Article VIII. An Employee or former Employee who was an Inactive Participant under the Plan on 31, 2019 shall continue to be an Inactive Participant on January 1, 2020. Eligibility for any benefits payable to the Participant or on his behalf and the amount of the benefits shall be determined according to the provisions of the prior document, unless otherwise stated in this document. December SECTION 2403® -CESSATION OF PARTIC PATION. A Participant shall cease to be a Participant on the date he is no longer an Eligible Employee and his Account is zero. 8 RINCLE II CSNTRIBUTIONS SECTION 3°01 --EMPLOYER CNTRIBUTIONS. The amount of Employer Contributions for any Plan Year is specified in (a) below subject to the limitations in (b) below: (a) Amount of Employer Contributions (1) Salary Deferral Contributions. The amount of each Salary Deferral Contribution for a Participant shall be equal to a portion of his Compensation as elected in his salary deferral agreement. Salary deferral agreements shall be made, changed, or terminated according to procedures and limitations set up by the Plan Administrator. The salary deferral agreement must be in writing and completed before the beginning of the month in which Salary Deferral Contributions are to begin. However, a new Employee may make Salary Deferral Contributions for the month in which he first becomes an Employee if he completes a salary deferral agreement on or before the day he becomes an Employee. Unless the salary deferral agreement specifies a later effective date, a change in the amount of Salary Deferral Contributions shall take effect as of the first day of the following month or as soon as administratively practicable if later. A Participant may elect to designate all or any portion of his future Salary Deferral Contributions as Roth Salary Deferral Contributions. Salary Deferral Contributions are 100% vested when made. (b) Limitation on Employer Contributions. (1) Basic Limit. For any taxable year of the Participant, Employer Contributions shall not exceed the lesser of (i) the Applicable Dollar Amount, or (ii) 100% of the Participant's Includible Compensation for the taxable year. (2) Age 50 Catch-up Limit. A Participant who would attain age 50 by the end of the taxable year is permitted to elect an additional amount of Salary Deferral Contributions, up to the Age 50 Catch-up Dollar Amount. (3) Special Section 457 Catch-up Limit. If the applicable taxable year is one of a Participant's last three taxable years ending before the taxable year in which he attains Normal Retirement Age and the limit determined under this (3) exceeds the limit on Employer Contributions under (1) and (2) above, then the limit on Employer Contributions for such taxable year shall be the lesser of (i) an amount equal to 2 times the Applicable Dollar Amount, or (ii) the sum of 9 A. an amount equal to 1. the aggregate basic limit in (1) above for the current taxable year plus each prior taxable year beginning after December 31, 2001 during which the Participant was eligible to participate in this Plan, minus 2. the aggregate amount of compensation that the Participant deferred under the Plan during such years disregarding any age 50 catch-up contributions permitted under Code Section 414(v), plus B. an amount equal to 1. the aggregate basic limit referred to in Code Section 457(b)(2) for each prior taxable year beginning after December 31, 1978 and before January 1, 2002 during which the Participant was eligible to participate in this Plan (determined without regard to Code Section 457(b)(3)), minus 2. the aggregate contributions to pre -2002 coordination plans for such years. (4) Special Rules. For purposes of this (b), the following rules shall apply: (i) Participant Covered By More Than One Eligible Plan. If the Participant is or has been a participant in one or more other eligible plans within the meaning of Code Section 457(b), then this Plan and all such other plans shall be considered as one plan for purposes of applying the foregoing limitations of this (b). For this purpose, the Plan Administrator shall take into account any other such eligible plan maintained by the Employer and shall also take into account any other such eligible plan for which the Plan Administrator receives from the Participant sufficient information concerning his participation in such other plan. (ii) Prior Taxable Years. In applying (3) above, a taxable year shall be taken into account only if A. the Participant was eligible to participate in the Plan during all or a portion of the taxable year and B. compensation deferred, if any, under the Plan during the year was subject to the basic limit described in (1) above or any other plan ceiling required by Code Section 457(b). (iii) Contributions to Pre -2002 Coordination Plans. For purposes of (3)(ii)B.2. above, "contributions to pre -2002 coordination plans" means any employer contribution, salary reduction or elective contribution under any other eligible Code Section 457(b) plan, or a salary reduction or elective contribution under any Code Section 401(k) qualified cash or deferred arrangement, Code Section 402(h)(1)(B) simplified employee pension (SARSEP), Code Section 403(b) annuity contract, and Code Section 408(p) simple retirement account, or under any plan for which a deduction is allowed because of a contribution to an organization described in Code Section 501(c)(18), including plans, arrangements or accounts maintained by the Employer or any employer for whom the Participant performed services. However, the contributions for any taxable year are only taken into account for purposes of (3)(ii)B.2. above to the extent that the total of such contributions does not exceed the aggregate limit referred to in Code Section 457(b)(2) for that year. 10 (iv) Disregard Excess Deferral. For purposes of (1), (2), and (3) above, an individual is treated as not having deferred compensation under a plan for a prior taxable year to the extent excess deferrals under the plan are distributed, as described in (5) below. To the extent that the combined deferrals for pre -2002 years exceeded the maximum deferral limitations, the amount is treated as an excess deferral for those prior years. (5) Correction of Excess Deferrals. If the Employer Contributions on behalf of a Participant for any taxable year exceeds the limitations described above, or the Employer Contributions on behalf of a Participant for any taxable year exceeds the limitations described above when combined with other amounts deferred by the Participant under another eligible deferred compensation plan under Code Section 457(b) for which the Participant provides information that is accepted by the Plan Administrator, then the Employer Contributions, to the extent Employer Contributions are in excess of the applicable limitation (adjusted for any income or loss in value, if any, allocable thereto), shall be distributed to the Participant. However, in no event can a Participant's Salary Deferral Contributions be more than the Participant's Compensation for the taxable year. SECTIN 3.01A -ROLLOVER CONTRIBUTIONS. A Rollover Contribution may be made by an Eligible Employee or an Inactive Participant if the following conditions are met: (a) The Contribution is a Participant's Rollover Contribution or a direct rollover of a distribution made after December 31, 2001 from the types of plans specified below. Direct Rollovers. The Plan will accept a direct rollover of an Eligible Rollover Distribution from (i) a qualified plan described in Code Section 401(a) or 403(a), excluding after-tax employee contributions and including any portion of a designated Roth account; (ii) an annuity contract described in Code Section 403(b), excluding after-tax employee contributions and including any portion of a designated Roth account; and (iii) an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, including any portion of a designated Roth account. Participant's Rollover Contributions from Other Plans. The Plan will accept a Participant contribution of an Eligible Rollover Distribution from (i) a qualified plan described in Code Section 401(a) or 403(a), including distributions of a designated Roth account only to the extent such amount would otherwise be includible in a Participant's gross income; (ii) an annuity contract described in Code Section 403(b), including distributions of a designated Roth account only to the extent such amount would otherwise be includible in a Participant's gross income; and (iii) an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, including any portion of a designated Roth account. Participant's Rollover Contributions from IRAs. The Plan will accept a Participant Rollover Contribution of the portion of a distribution from an individual retirement account or individual retirement annuity described in Code Section 408(a) or (b) that is eligible to be rolled over and would otherwise be includible in the Participant's gross income. In the case of an Inactive Participant, the Contribution must be of an amount distributed from another plan of the Employer. 11 (b) The Contribution is of amounts that the Code permits to be transferred to an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. (c) The Contribution is made in the form of a direct rollover under Code Section 401(a)(31) or is a rollover made under Code Section 402(c) or 408(d)(3)(A) within 60 days after the Eligible Employee or Inactive Participant receives the distribution. (d) The Eligible Employee or Inactive Participant furnishes evidence satisfactory to the Plan Administrator that the proposed rollover meets conditions (a), (b), and (c) above. A Rollover Contribution shall be allowed in cash only and must be made according to procedures set up by the Plan Administrator. If the Eligible Employee is not an Active Participant when the Rollover Contribution is made, he shall be deemed to be an Active Participant only for the purpose of investment and distribution of the Rollover Contribution. Employer Contributions shall not be made for or allocated to the Eligible Employee until the time he meets all of the requirements to become an Active Participant. Rollover Contributions made by an Eligible Employee or an Inactive Participant shall be credited to his Account. Rollover Contributions are 100% vested when made. A separate accounting record shall be maintained for that part of his Rollover Contributions consisting of amounts that were not distributed from an eligible plan under Code Section 457(b) and any portion of a designated Roth account, including the portion that would not have been includible in the Participant's gross income if the contributions were not rolled over into this Plan. SECTION 3.02 -TRANSFER CONTRIBUTIONS. If an Eligible Employee formerly participated in an eligible plan under Code Section 457(b), the trustee or plan administrator of that plan may transfer funds to this Plan on behalf of the Eligible Employee. Transfer of rollover amounts shall not be permitted if the Plan does not permit such rollover amounts and, if permitted, such amounts shall be treated as a rollover amount made to this Plan. The transferred funds other than rollover amounts shall be called a Transfer Contribution and shall be made according to procedures set up by the Plan Administrator. If the Eligible Employee is not an Active Participant when the Transfer Contribution is made, he shall be deemed to be an Active Participant only for the purpose of investment and distribution of the Transfer Contribution. Employer Contributions shall not be made for or allocated to the Eligible Employee until the time he meets all of the requirements to become an Active Participant. Transfer Contributions made by an Eligible Employee shall be credited to his Account. Transfer Contributions are 100% vested when made. SECTION 3.03 -ALLOCATION. Salary Deferral Contributions shall be allocated to Participants for whom such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article. Such Contributions shall be allocated when made and credited to the Participant's Account. 12 TICLE IV: INvEST::\z [NT AND TIMING OF CONTRIBUTIONS SECTION 4.01 -INVESTMENT AND TIMING OF CONTRIBUTIONS. The handling of Contributions which are directed to the Annuity Contract is governed by the provisions of the Annuity Contract. To the extent permitted by the Annuity Contract, the parties named below shall direct the Contributions to the guaranteed benefit policy portion of the Annuity Contract or any of the investment options available under the Annuity Contract and may request the transfer of amounts resulting from those Contributions between such investment options and investment vehicles or the transfer of amounts between the guaranteed benefit policy portion of the Annuity Contract and such investment options. To the extent that a Participant who has investment direction fails to give timely direction, the Employer shall direct the investment of his Account. The Employer shall have investment direction for amounts which have not been allocated to Participants. To the extent an investment is no longer available, the Employer may require that amounts currently held in such investment be reinvested in other investments. The Participant shall direct the investment of Contributions and transfer of amounts resulting from Contributions. Notwithstanding any contrary provision of the Plan, including any Annuity Contract issued under the Plan, in accordance with Code Section 457(g), all amounts of compensation deferred pursuant to the Plan, all property and rights purchased with such amounts, and all income attributable to such amounts, property, or rights shall be held in a trust or one or more annuity contracts, as defined in Code Section 401(g), for the exclusive benefit of Participants and Beneficiaries under the Plan and for defraying reasonable expenses of administering the Plan. For purposes of this paragraph, a trust must be established under the Plan pursuant to a written agreement that constitutes a valid trust under the law of the state in which the Employer is located. For purposes of this paragraph an annuity contract shall be issued by an insurance company qualified to do business in the state where the contract was issued and may not include any life, health or accident, property, casualty, or liability insurance contract. All amounts of compensation deferred under the Plan shall be transferred to a trust or an annuity contract described in Code Section 401(f), within a period that is not longer than reasonable for the proper administration of the Accounts of Participants. For this purpose, Salary Deferral Contributions shall be treated as contributed within a period that is not longer than is reasonable for the proper administration if the Contribution is made to the trust or annuity contract within 15 business days following the end of the month in which the amount would have otherwise been paid to the Participant. 13 ARTICLE V: ENEFITS SECTION 5.01 --DEATH BENEFITS. If a Participant dies before his Vested Account is distributed to him under the provisions of this article or the SMALL AMOUNTS SECTION of Article X, his Vested Account shall be distributed according to the distribution of benefits provisions of Article VI and the provisions of the SMALL AMOUNTS SECTION of Article X. SECTION 5.02 --SEVERANCE BENEFITS. If an Inactive Participant's Vested Account is not payable under the SMALL AMOUNTS SECTION of Article X, he may elect to receive a distribution of his Vested Account after his Severance from Employment. A distribution under this paragraph shall be a severance benefit and shall be distributed to the Participant according to the distribution of benefits provisions of Article VI. A Participant may not elect to receive a distribution under the provisions of this section after he again becomes an Employee until he subsequently has a Severance from Employment and meets the requirements of this section. If an Inactive Participant does not receive an earlier distribution, upon his Required Beginning Date, his Vested Account shall be distributed. A distribution under this paragraph shall be a severance benefit and shall be distributed to the Participant according to the distribution of benefit provisions of Article VI. If an Inactive Participant does not receive an earlier distribution, upon his death, his Vested Account shall be distributed according to the provisions of the DEATH BENEFITS SECTION of this article. Beginning January `, 2009, a Participant who has been performing Qualified Military Service for a period of more than 30 days is deemed to have had a Severance from Ernoloyment for purposes of requesting a distribution of his Vested Accoun₹. The Plan will suspend Contributions for six months after receipt of the distribution. SECTION 5003 --WHEN ENEFITS START. (a) Benefits shall begin by the Participant's Required Beginning Date, as defined in the DEFINITIONS SECTION of Article VII. All elections to defer commencement of benefits made by Participants or Beneficiaries prior to January 1, 2002 and defaulted distributions (other than a defaulted distribution to an annuity option or a distribution required to meet the requirements of Code Section 401(a)(9)) may be voided at the election of the Participant or Beneficiary. The distribution provisions of the Plan as amended effective January 1, 2002 shall apply to such Participants. (b) The Participant's Vested Account which does not result from Rollover Contributions may not be distributed to a Participant or to his Beneficiary (or Beneficiaries) in accordance with the Participant's or Beneficiary's (or Beneficiaries') election, earlier than his Severance from Employment or age 70 1/2. Such amount may also be distributed upon: (1) Termination of the Plan, as permitted in Article VIII. 14 (2) The Unforeseeable Emergency of the Participant as permitted in the WITHDRAWAL BENEFITS SECTION of this article. (3) A de minimis in-service withdrawal as permitted in the WITHDRAWAL BENEFITS SECTION of this article. Beginning January 1, 2009, Salary Deferral Contributions may be distributed if the Participant is deemed to have a Severance from Employment as described in Code Section 414(u)(12)(B)(i). SECTION 5.04 --TRANSFERS FROM THE PLAN. If an Inactive Participant has a Severance from Employment and accepts employment with another employer which maintains an eligible plan under Code Section 457(b) and the new employer's plan provides for the transfer and the Participant will have an amount deferred under the other plan immediately after the transfer at least equal to the amount of the transfer, the Inactive Participant may elect to transfer his Vested Account to the plan maintained by the new employer. Such transfer is in full settlement of benefits otherwise payable with respect to the amount transferred. SECTION 5.05 --WITHDRAWAL BENEFITS. Withdrawal of Rollover Contributions. A Participant may withdraw any part of his Vested Account resulting from Rollover Contributions. A Participant may make such a withdrawal at any time. Unforeseeable Emergency. Before his Severance from Employment, a Participant may withdraw all or any portion of his Vested Account in the event of an Unforeseeable Emergency. The Participant's request for a withdrawal shall include his statement such an Unforeseeable Emergency exists and explain its nature. No withdrawal shall be allowed which is in excess of the amount reasonably required to satisfy the Unforeseeable Emergency (which may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution) or to the extent such Unforeseeable Emergency can be relieved from other resources that are reasonably available to the Participant. The Participant's request for a withdrawal shall include his written statement that the amount requested does not exceed the amount needed to meet the Unforeseeable Emergency. The Participant's request for a withdrawal shall include his written statement that the Unforeseeable Emergency cannot be relieved: (1) through reimbursement or compensation by insurance or otherwise; (2) by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause a severe financial hardship; or (3) by cessation of deferrals under the Plan. The Plan Administrator will establish uniform, nondiscriminatory guidelines to use in determining if an Unforeseeable Emergency exists. The Plan Administrator's determination shall be final. The Participant has no legal or equitable right to such a withdrawal. 15 De Minimis In-service Withdrawal. Before his Severance from Employment, a Participant may withdraw all of his Vested Account if his Vested Account is not more than the dollar limit under Code Section 411(a)(11)(A) and the following requirements have been met: (1) No amount has been deferred under the Plan with respect to such Participant during the two- year period ending on the date of the withdrawal. (2) The Participant has not previously received a distribution of his total Vested Account to which Code Section 457(e)(9)(A) applied. A request for withdrawal shall be made in such manner and in accordance with such rules as the Employer will prescribe for this purpose (including by means of voice response or other electronic means under circumstances the Employer permits). A withdrawal benefit shall be distributed in a lump sum. SECTION 5.06 DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS. The Plan specifically permits distributions to an Alternate Payee under a qualified domestic relations order as defined in Code Section 414(p), at any time, irrespective of whether the Participant has attained his earliest retirement age, as defined in Code Section 414(p), under the Plan. A distribution to an Alternate Payee before the Participant has attained his earliest retirement age is available only if the order specifies that distribution shall be made prior to the earliest retirement age or allows the Alternate Payee to elect a distribution prior to the earliest retirement age. Nothing in this section shall permit a Participant to receive a distribution at a time otherwise not permitted under the Plan nor shall it permit the Alternate Payee to receive a form of payment not permitted under the Plan. The benefit payable to an Alternate Payee shall be subject to the provisions of the SMALL AMOUNTS SECTION of Article X if the value of the benefit does not exceed $5,000. The Plan shall make payments or distributions required under this section by separate benefit checks or other separate distribution to the Alternate Payee(s). 16 ARTICLE'=S: DISTRIBUTION OF BENEFITS SEOTI N 6. F=AUT MATIC FORM OF DISTRIBUTION. Unless an optional form of benefit is selected pursuant to an election within the election period (see the ELECTION PROCEDURES SECTION of this article), the automatic form of benefit payable to or on behalf of a Participant is determined as follows: (a) Severance Benefits. The only form of severance benefit for a Participant who does not die before his Vested Account is distributed to him shall be the Normal Form. (b) Death Benefits. The automatic form of death benefit for a Participant who dies before his Vested Account is distributed to him shall be a single -sum payment to the Participant's Beneficiary. SECTION 6.02 --OPTIONAL FORMS OF DISTRIBUTION. (a) Severance Benefits. The optional forms of severance benefit shall be the following: (0 a straight life annuity; (ii) single life annuities with certain periods of 5, 10, or 15 years; (iii) a single life annuity with installment refund' (iv) survivorship life annuities with installment refund and survivorship percentages of 50%, 66 2/3%, 75%, or 100%; (v) fixed period annuities for any period of whole months which is not less than 60 and does not exceed the Life Expectancy, as defined in Article VII, of the Participant where the Life Expectancy is not recalculated; (vi) a fixed period installment option; and (vii) a fixed payment installment option. A single sum payment is also available. The fixed period installment option is an optional form of benefit under which the Participant elects to receive substantially equal annual payments over a fixed period of whole years. The annual payment may be paid in annual, semi-annual, quarterly, or monthly installments, as elected by the Participant. The Participant may elect to receive additional payments. The fixed payment installment option is an optional form of benefit under which the Participant elects to receive a specified dollar amount each year. The annual payment may be paid in annual, semi-annual, quarterly, or monthly installments as elected by the Participant. The Participant may elect to receive additional payments. Election of an optional form is subject to the election provisions of the ELECTION PROCEDURES SECTION of this article and the distribution requirements of Article VII. Any annuity contract distributed shall be nontransferable. (b) Death Benefits. The optional forms of death benefit are a single sum payment and any annuity that is an optional form of severance benefit. Election of an optional form is subject to the election provisions of the ELECTION PROCEDURES SECTION of this article and the distribution requirements of Article VII. 17 SECTION 6.03 --ELECTION PROCEDURES. The Participant or Beneficiary shall make any election under this section in writing. The Plan Administrator may require such individual to complete and sign any necessary documents as to the provisions to be made. Any election permitted under (a) and (b) below shall be subject to the election provisions of (c) below. (a) Severance Benefits. A Participant may elect his Beneficiary or Contingent Annuitant and may elect to have severance benefits distributed under any of the optional forms of severance benefit available in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article. (b) Death Benefits. A Participant may elect his Beneficiary and may elect to have death benefits distributed under any of the optional forms of death benefit available in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article. If the Participant has not elected an optional form of distribution for the death benefit payable to his Beneficiary, the Beneficiary may, for his own benefit, elect the form of distribution, in like manner as a Participant. (c) Election. The Participant or Beneficiary may make an election at any time during the election period. The Participant or Beneficiary may revoke the election made (or make a new election) at any time and any number of times during the election period. (1) Election Period for Severance Benefits. A Participant may make an election as to severance benefits at any time before the date benefits begin. (2) Election Period for Death Benefits. A Participant may make an election as to death benefits at any time before he dies. The Beneficiary's election period begins on the date the Participant dies and ends on the date benefits begin. 18 ARTICLE VII: REQUIRED MINIMU Ni DISTRIBUTIONS SECT ON T 01==APPLOCATIOO The optional forms of distribution are only those provided in Article VI. An optional form of distribution shall not be permitted unless it meets the requirements of this article. Tne timi ig of any distribution must meet the requirements of this article. SEL'T Nd 0O2= ERR N For purposes of this article, the following terms are defined: Distribution Calendar Year means a calendar year for which a minimum distribution is requirec. For distributions beginning before the Participant's death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year that contains the Participant's Reouired Beginning 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 (b)(2) of the REQUIRED MINIMUM DISTRIBUTIONS SECTION of this article. The required minimum distribution for the Participant's first Distribution Calendar Year will be made on or before the Participant's Required Beginning Date. The ; equired minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant's Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year. Life Expectancy means life expectancy as computed by use of the Single Life. Table in Q Pr i in section 1.401(a)(9)-9 of the regulations. Pau tl cipant s Account Balance means the Account balance as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the aian either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year. uired Beginning Date means, for a Participant, April 1 of the caleenoar year following the later of the calendar year in which he attains age 70 1/2 or the calendar year in which he retires. SECTION 7.03—c RED NA (a) General Rules. IN MU DIS T Rf Uo _ � NSQ (1) The requirements of this article shall apoly to any distribution of a Participant's interest and will take precedence over any inconsistent provisions of this Plan. Unless otnerwise specified, the provisions of this article aoply to calendar years beginning after December 31, 2002. 2) All distributions required uncer this article shall be determined and made in accordance with the regulations under Code Section 401(a)(9), including the incidental death benefit requirement in Coce Section 401(a)(9)(G), and the regulations thereunder. 19 ) Time and Manner of Distribution. (1) Required Beginninq_Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than ti e Participant's Required Beginning Date. (2) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest Itv;ll be distributed, or begin to be distributed, no later than as follows: (3) (i) e Participants surviving spouse is the Participants 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 70 112, if later, except to the extent that an election is made to receive distributions in accordance with the 5 -year rule under (e) below. Under the 5 -year rule, the Participant's entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participants death. (ii) if the Participant's surviving spouse is not the Participants sole Designated Beneficiary, then distributions to the Designated Beneficiary will begin oy December 31 of the calendar year immediately following the calendar year in which the Participant diet, except to the extent that an election is made to receive distributions in accordance with the 5 -year rule under (e) below. Under the 5 -year rule, the Participant's entire interest will be distributed to the Designated Beneficiary by December 31 of the calencar year containing the fifth anniversary of the Participant's death. (iii) If there is no Designated Beneficiary as of September 30 of the year following the y ��. a, a E,.,y. .y y .-+ �� y • r ,l .?. f interest rt year of the Participants death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (iv) s t bye Participant's surviving spouse is the Participant's sole Design .ea iv 1 surviving s spouse C y ei :v `�f v Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse are required to begin, this (b)(2), other than (b)(2)(i), will applyas if the surviving spouse were the anticipant. For purposes of this (b)(2) and (d) below, unless (b)(2)(iv) above applies, distributions are � � s 'a � ;� to � s 1 b" r� c ` � (^..p .� r J ) Required Beginning y .;a ! � i i ^�! considered e f on the � of ticipant. s Date. (b)(2)( `) above applies, distributions are considered to begin on the date cistributions are required to begin to the surviving spouse under (b)(2)(i) above. if distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant's Required Beginning Date (or to the artic ipant's surviving spouse before the date distributions are required to begin to the surviving spouse under (b)(2)(i) above), tne date distributions are considered to begin is the date distributions actually commence. Forms of Distribution. Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Reouired Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with (c) and (d) be@owlf=. if the Participant's interest is distributed in tne form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the regulations thereunder. 20 (c) Required Minimum Distributions During Participant's Lifetime. (1) 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: (i) the quotient obtained b y oividing the Participant's Account Balance by the distribution period in the Uniform Lifetime Table set forth in Q&A-2 in section .401(a)(9)-9 of the regulations, using the Participant's age as of the Participant's birthday in tne Distribution Calendar Year; or (ii) if the Par t icipan is sole Designated Ben Beneficiary for the le:stri oution Calendar Year is the Participant's spouse, the quotient obtained oy dividing the Participant's Account Balance by the number in the Joint and Last :survivor Table set forth in Q&A-3 in section 1.401(a)(9)-9 of the regulations, using the Participant's and spouse's attained ages as of the Participants and spouse's birthdays in the Distribution Calendar Year. (2) Lifetime Required Minimum Distributions Continue Through Year of Participant's Death. Required minimum distributions will be determined under this (c) 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 (d) Required Minimum Distributions After Participant's Death. (1) Death Onor After Date Distributions Begin. (i) participant Survived by Designated Beneficiaiy. If tne Participant dies on or after the cate 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: A. 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. 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 after the year of the surviving spouse's death, the remaining Life Expectancy of the surviving soouse is calculated using the age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's dcath, reduced by one for each subsequent calendar year. C. if the Participant's surviving spouse is not the Par ticipant'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 deatri, reduced by one for each subsequent year. (ii) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of SeptemOer 30 of the year 21 after the year of the Par ticipar is ceath, 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. (2) Death Before Date Distributions Begin. (i) Participant Survived by. D signated beneficiary. 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 Calencar Year after the year of the Participant's death is the quot°ent obtained by dividing the Participant's Account Balance by the remaining Life Expectancy of the Participant's Designated Beneficiary, determined as provided in (d)(1) above, except to the extent that an election is made to receive distributions in accordance with the 5 - year rule under (e) below. Under the 5 -year rule, the Participant's entire interest be distributed to the Designated Beneficiary by December 31 of the calencar year containing the fifth anniversary of the Participants death (ii) No Desionated Beneficiary. If the Participant dies before the date distributions oegin and there is no Designate° Beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant s entire interest will be completed by December 31 or the calendar year containing the fifth anniversary of the Participants death. (iii) Death of Survivin,apsause 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 s sole Designated Beneficiary, y, and the surviving spouse dies before c istributions are required to begin to the surviving spouse under (b)(2)(i) above, this (d)(2) will apply as if the surviving spouse were the P art ici cant. Lion ofear Rule. Participants or Beneficiaries may elect on an individual basis whether the 5 -year rule in (b)(2) and (d)(2) above applies to distributions after the death of a Participant wno has a Designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which the distribution would be required to begin under (b)(2) above if no such election is made, or by September 30 of the calendar year which contains the fifth anniversary of the Participant's (or, if applicable, surviving spouse's) death. SE I1O 7004-©RANS T G. N RULES. (a) Required Minimum Distributions. To the extent the Ran was effective before January 1, 2003, required minimum distributions were made pursuant to (1) through (2) below. (1) 2000 and Before. Required minimum distributions for calendar years after 1984 and before 2001 were made in accordance with Code Section 401(a)(9) and the proposed regulations thereunder published in the Federal Register on July 27, 1987 (the 1987 Proposed Regulations). (2) 2001 ano 2002. Required minimum distributions for calendar years 2001 and 2002 were made pursuant to the proposed regulations under Code Section 401(a)(9) published in the Federal Register on January 17, 2001 (the 2001 Proposed Regulations). Distributions were made in 2001 under the 1987 Proposed Regulations prior to June 14, 2001, and the special transition rule in An iouncement 2001-82, 2001-2 C.B. 123, applied.. 22 (b) Qtner Distribution Requirements. To the extent the Diary was effective before January 1, 2002, the distribution requirements of Coca Sections 457(d)(2)(B) and (C) as in effect prior to such date, were met for calendar years ending oefore such date. ARTICLE VIII: TERMINATION OF THE PLAN The Employer expects to continue the Plan indefinitely but reserves the right to terminate the Plan in whole or in part at any time upon giving written notice to all parties concerned. The Participant's Account shall continue to participate in the earnings credited, expenses charged, and any appreciation or depreciation of the Investment Fund until his Vested Account is distributed. The Participant's entire Vested Account shall be paid in a single sum to the Participant as of the effective date of complete termination of the Plan. If a Participant or Beneficiary is receiving payments under the fixed period or fixed payment installment options, the Account shall be paid to such person in a single sum. The payment is in full settlement of all benefits otherwise payable. Upon complete termination of the Plan, no more Employees shall become Participants and no more Contributions shall be made. The assets of this Plan shall not be paid to the Employer at any time, except that, after the satisfaction of all liabilities under the Plan, any assets remaining may be paid to the Employer. The payment may not be made if it would contravene any provision of law. 24 ARTICLE IX: ADMINISTRATION OF THE PLAN SECTION 9.01 --ADMINISTRATION. Subject to the provisions of this article, the Plan Administrator has complete control of the administration of the Plan. The Plan Administrator has all the powers necessary for it to properly carry out its administrative duties. Not in limitation, but in amplification of the foregoing, the Plan Administrator has complete discretion to construe or interpret the provisions of the Plan, including ambiguous provisions, if any, and to determine all questions that may arise under the Plan, including all questions relating to the eligibility of Employees to participate in the Plan and the amount of benefit to which any Participant, Beneficiary, or Contingent Annuitant may become entitled. The Plan Administrator's decisions upon all matters within the scope of its authority shall be final. Unless otherwise set out in the Plan or Annuity Contract, the Plan Administrator may delegate recordkeeping and other duties which are necessary for the administration of the Plan to any person or firm which agrees to accept such duties. The Plan Administrator shall be entitled to rely upon all tables, valuations, certificates and reports furnished by the consultant or actuary appointed by the Plan Administrator and upon all opinions given by any counsel selected or approved by the Plan Administrator. The Plan Administrator shall receive all claims for benefits by Participants, former Participants, Beneficiaries, and Contingent Annuitants. The Plan Administrator shall determine all facts necessary to establish the right of any claimant to benefits and the amount of those benefits under the provisions of the Plan. The Plan Administrator may establish rules and procedures to be followed by claimants in filing claims for benefits, in furnishing and verifying proofs necessary to determine age, and in any other matters required to administer the Plan. SECTION 9.02 --EXPENSES. Expenses of the Plan, to the extent that the Employer does not pay such expenses, may be paid out of the assets of the Plan provided that such payment is consistent with any law to which the Plan is subject. Such expenses include, but are not limited to, expenses for recordkeeping and other administrative services; fees and expenses of the Annuity Contract; expenses for investment education service; and direct costs that the Employer incurs with respect to the Plan. SECTION 9.03 --RECORDS. All acts and determinations of the Plan Administrator shall be duly recorded. All these records, together with other documents necessary for the administration of the Plan, shall be preserved in the Plan Administrator's custody. Writing (handwriting, typing, printing), photostating, photographing, microfilming, magnetic impulse, mechanical or electrical recording, or other forms of data compilation shall be acceptable means of keeping records. SECTION 9.04 --DELEGATION OF AUTHORITY All or any part of the administrative duties and responsibilities under this article may be delegated by the Plan Administrator to a retirement committee. The duties and responsibilities of the retirement committee shall be set out in a separate written agreement. 25 SECTION 9005 --EXERCISE OF DISCRETIONARY AUTHORITY. The Employer, Plan Administrator, and any other person or entity who has authority with respect to the management, administration, or investment of the Plan may exercise that authority in its/his full discretion, subject only to the duties imposed under any law to which the Plan is subject. This discretionary authority includes, but is not limited to, the authority to make any and all factual determinations and interpret all terms and provisions of the Plan documents relevant to the issue under consideration. The exercise of authority will be binding upon all persons; will be given deference in all courts of law; and will not be overturned or set aside by any court of law unless found to be arbitrary and capricious or made in bad faith. SECTION 9.06 --TRANSACTION PROCESSING. Transactions (including, but not limited to, investment directions, trades, loans, and distributions) shall be processed as soon as administratively practicable after proper directions are received from the Participant or such other parties. No guarantee is made by the Plan, Plan Administrator, Insurer, or Employer that such transactions will be processed on a daily or other basis, and no guarantee is made in any respect regarding the processing time of such transactions. Notwithstanding any other provision of the Plan, the Employer or the Plan Administrator reserves the right to not value an investment option on any given Valuation Date for any reason deemed appropriate by the Employer or the Plan Administrator. Administrative practicality will be determined by legitimate business factors (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices, and correction for errors or omissions or the errors or omissions of any service provider) and in no event will be deemed to be less than 14 days. The processing date of a transaction shall be binding for all purposes of the Plan and considered the applicable Valuation Date for any transaction. 26 TI LE X; GENERAL PROVISIONS SECTION 10.01 -AMENDMENTS. The Employer may amend this Plan at any time, including any remedial retroactive changes (within the time specified by Internal Revenue Service regulations), to comply with any law or regulation issued by any governmental agency to which the Plan is subject. An amendment may not diminish or adversely affect any accrued interest or benefit of Participants or their Beneficiaries nor allow reversion or diversion of Plan assets to the Employer at any time, except as may be required to comply with any law or regulation issued by any governmental agency to which the Plan is subject. SECTION 10.02= -DIRECT 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 Plan 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. For distributions made after December 31, 2006 (or the effective date above, if later), a Desigriatec Beneficiary of a Participant who is not the surviving spouse of the Participant may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of a distribution, that would be an Eligible Rollover Distribution if the Designated Beneficiary were a Distributee, paid in a Direct Rollover to an individual retirement plan described in Code Section 402(c)(8)(B)(i) or (ii) established for the purposes of receiving the distribution on behalf of the Designated Beneficiary. If such Direct Rollover is made: (i) such Direct Rollover shall be treated as an Eligible Rollover Distribution; (ii) the individual retirement plan shall be treated as an inherited individual retirement account or individual retirement annuity (within the meaning of Code Section 408(d)(3)(C)); and (iii) Code Section 401 (a)(9)(B) (other than clause (iv) thereof) shall apply to such plan. For this purpose, certain trusts shall be treatea as a Designated Beneficiary as provided in Code Section 402(c)(11)(B). In the event of a mandatory distribution greater than $1,000 in accordance with the provisions of Article VIII or Article X that is an Eligible Rollover Distribution, if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a Direct Rollover or to receive the distribution directly in accordance with this section, then the Plan Administrator will pay the distribution in a Direct Rollover to an individual retirement plan designated by the Plan Administrator. For purposes of determining whether a mandatory distribution is greater than $1,000, the portion of the Participant's distribution attributable to any Rollover Contributions is included. In the event of any other Eligible Rollover Distribution to a Distributee, if the Distributee does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover or to receive the distribution directly in accordance with this section, then the Plan Administrator will pay the distribution to the Distributee. A mandatory distribution is a distribution to a Participant that is made without the Participant's consent and is made to the Participant before the Participant attains the older of age 62 or Normal Retirement Age. SECTION 10.03 -PROVISIONS RELATING TO THE INSURER. The obligations of an Insurer shall be governed solely by the provisions of the Annuity Contract. The Insurer shall not be required to perform any act not provided in or contrary to the provisions of the Annuity Contract. Each Annuity Contract when purchased shall comply with the Plan. See the CONSTRUCTION SECTION of this article. 27 The Insurer is not a party to the Plan, nor bound in any way by the Plan provision. It shall not be required to look to the terms of this Plan, nor to determine whether the Employer or the Plan Administrator have the authority to act in any particular manner or to make any contract or agreement. Until notice of any amendment or termination of this Plan has been received by the Insurer at its home office, the Insurer is and shall be fully protected in assuming that the Plan has not been amended or terminated according to the latest information which it has received at its home office. SECTION 10.04 --EMPLOYMENT STATUS. Nothing contained in this Plan gives an Employee the right to be retained in the Employer's employ or to interfere with the Employer's right to discharge any Employee. SECTION 10.05 --RIGHTS TO PLAN ASSETS. An Employee shall not have any right to or interest in any assets of the Plan upon termination of employment or otherwise except as specifically provided under this Plan, and then only to the extent of the benefits payable to such Employee according to the Plan provisions. Any final payment or distribution to a Participant or his legal representative or to any Beneficiaries or Contingent Annuitant of such Participant under the Plan provisions shall be in full satisfaction of all claims against the Plan, the Plan Administrator, the Insurer, and the Employer arising under or by virtue of the Plan. SECTION 10.06 --BENEFICIARY. Each Participant may name a Beneficiary to receive any death benefit (other than any income payable to a Contingent Annuitant) that may arise out of his participation in the Plan. The Participant may change his Beneficiary from time to time. The Participant's Beneficiary designation and any change of Beneficiary shall be subject to the provisions of the ELECTION PROCEDURES SECTION of Article VI. It is the responsibility of the Participant to give written notice to the Insurer of the name of the Beneficiary on a form furnished for that purpose. With the Employer's consent, the Plan Administrator may maintain records of Beneficiary designations. In that event, the written designations made by Participants shall be filed with the Plan Administrator. If a Participant dies, the Plan Administrator shall certify to the Insurer the Beneficiary designation on its records for the Participant. If there is no Beneficiary named or surviving when a Participant dies, the Participant's Beneficiary shall be the Participant's surviving spouse, or where there is no surviving spouse, the executor or administrator of the Participant's estate. SECTION 10.07--NONALIENATION OF BENEFITS. Benefits payable under the Plan are not subject to the claims of any creditor of any Participant, Beneficiary, spouse, or Contingent Annuitant. A Participant, Beneficiary, spouse, or Contingent Annuitant does not have any rights to alienate, anticipate, commute, pledge, encumber or assign any of such benefits. The preceding sentences shall not apply to a domestic relations order. A domestic relations order is a judgement, 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 the Participant made pursuant to the domestic relations law of any State. 28 Payment may be made pursuant to a domestic relations order without regard to whether the Participant is eligible for a distribution of benefits under the Plan. SECTION 10.08® -CONSTRUCTION. The validity of the Plan or any of its provisions is determined under and construed according to Federal law and, to the extent permissible, according to the laws of the state in which the Employer has its principal office. In case any provision of this Plan is held illegal or invalid for any reason, such determination shall not affect the remaining provisions of this Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included. In the event of any conflict between the provisions of the Plan and the terms of any Annuity Contract issued hereunder, the provisions of the Plan control. SECTION 10o4S9=LEGAL CTIONS. No person employed by the Employer; no Participant, former Participant, or their Beneficiaries; nor any other person having or claiming to have an interest in the Plan is entitled to any notice of process. A final judgment entered in any such action or proceeding shall be binding and conclusive on all persons having or claiming to have an interest in the Plan. SECTION 10.10 --SMALL AMOUNTS. If the Vested Account of a Participant is not more than the dollar limit under Code Section 411(a)(11)(A), his entire Vested Account shall be paid in a single sum as of the earlier of the date he dies or the date he has a Severance from Employment for any other reason (the date the Employer provides notice to the record keeper of the Plan of such event, if later). If a Participant would have received a distribution under the first sentence of this paragraph but for the fact that the Participant's Vested Account exceeded the small amount cash out limit, and if at a later time the Participant's Vested Account is equal to or less than the small amount cash out limit and such Participant has not again become an Employee, such Vested Account shall be paid in a single sum. This is a small amounts payment. If a small amounts payment is made as of the date the Participant dies, the small amounts payment shall be made to the Participant's Beneficiary. If a small amounts payment is made while the Participant is living, the small amounts payment shall be made to the Participant. The small amounts payment is in full settlement of benefits otherwise payable. No other small amounts payments shall be made. SECTION 10.11 --WORD USAGE. The masculine gender, where used in this Plan, shall include the feminine gender and the singular words, as used in this Plan, may include the plural, unless the context indicates otherwise. The words "in writing" and "written," where used in this Plan, shall include any other forms, such as voice response or other electronic system, as permitted by any governmental agency to which the Plan is subject. 29 SECTION 10.12 --MILITARY SERVICE. Notwithstanding any provision of this Plan to the contrary, the Plan shall provide contributions, benefits, and service credit with respect to qualified military service in accordance with Code Section 414(u). Beginning January 1, 2007, a Participant who dies on or after January 1 2007 while performing Qualified Military Service is treated as having resumed and then terminated employment on account of death, in accordance with Cooe Section 401(2)(37) and any subsequent guidance. The survivors of such Participant are entitled to any additional benefits provided under the Plan on account of death of the Participant. 30 PLAN EXECUTION By executing this Plan, the Employer acknowledges having counseled to the extent necessary with selected legal and tax advisors regarding the Plan's legal and tax implications. Executed this day of 20 COUNTY OF WELD, STATE OF COLORADO By: 31 Title Hello