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2008-21RESOLUTION NO. 2008 - 21 COUNCIL MEMBER BIFFAR INTRODUCED THE FOLLOWING RESOLUTION: WHEREAS, on May 27, 2008, the Mayor and City Council adopted Resolution No. 2008 -17 adopting Section 457(b) Deferred Compensation Plan to be effective July 1, 2008 in the form of a Plan and Trust document, WHEREAS, the Deferred Compensation Plan that was presented appointed Delaware Charter Guarantee & Trust as Trustee of the Deferred Compensation Plan, WHEREAS, the Delaware Charter Guarantee & Trust are not willing to serve as Trustee on the 457(b) Deferred Compensation Plan as previously presented, NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF BLAIR, NEBRASKA, that the 457(b) Deferred Compensation Plan adopted by Resolution No. 2008 -17 shall be amended and replaced by the attached 457 (b) Plan document, which amendment, appoints the City Treasurer as the Trustee of the Plan in accordance with Neb. Rev. Stat. Section 48 -1401 which requires the City Treasurer (or an equivalent official) to be the custodian of the funds and securities of the deferred compensation plan rather than Delaware Charter Guarantee & Trust. NOW, THEREFORE, BE IT FURTHER RESOLVED, that the Mayor and other appropriate elected officials and officers of the City of Blair shall be, and they hereby are, authorized to do all things necessary to carry out and accomplish the foregoing Resolutions, including the execution of any document or amendment which may be necessary or appropriate to amend and administer the aforesaid Plans, including such actions as may be necessary or appropriate to achieve and maintain qualification of the aforesaid to maintain the qualification of the Deferred Compensation Plan as an eligible deferred compensation plan under Section 457(b) of the Internal Revenue Code of 1986, as amended. COUNCIL MEMBER SHOTWELL MOVED THAT THE RESOLUTION BE ADOPTED AS READ, WHICH SAID MOTION WAS SECONDED BY COUNCIL MEMBER BIFFAR. UPON ROLL CALL, COUNCIL MEMBERS STEWART, SHOTWELL, SCHEVE, CHRISTIANSEN, FANOELE, WOLFF AND BIFFAR VOTING "AYE" AND COUNCIL MEMBERS NONE VOTING "NAY ", THE MAYOR DECLARED THE FOREGOING RESOLUTION PASSED AND APPROVED THIS 10 DAY OF JUNE, 2008. ATTEST: (47- BRENDA R. WHEELER, CITY CLERK (SEAL) STATE OF NEBRASKA ) ) :ss: WASHINGTON COUNTY ) CITY OF BLAIR, NEBRASKA 2 S E. REALPH, MAYOR BRENDA R.WHEELER, hereby certifies that she is the duly appointed, qualified and acting City Clerk of the City of Blair, Nebraska, and that the above and foregoing Resolution was passed and adopted at a regular meeting of the Mayor and City Council of said City, held on the 10th day of June, 2008. 4(J`'c e e BRENDA R. WHEELER, CITY CLERK u II DOCS/851586.2 TABLE OF CONTENTS ARTICLE 1 APPLICABLE DATES 1 1.01 EFFECTIVE DATE 1 1.02 PLAN YEAR 1 ARTICLE 2 DEFINITIONS 1 2.01 ACCOUNT 1 2.02 BENEFICIARY 1 2.03 CODE 1 2.04 COMMITTEE 1 2.05 COMPENSATION 1 2.06 CONTRACT 2 2.07 DEFERRED COMPENSATION CONTRIBUTIONS 2 2.08 ELIGIBLE PARTICIPANT 2 2.09 EMPLOYEE 2 2.10 INCLUDIBLE COMPENSATION 2 2.11 JOINDER AGREEMENT 2 2.12 NORMAL RETIREMENT AGE 2 2.13 PARTICIPANT 3 2.14 RETIREMENT 3 2.15 SEVERANCE FROM EMPLOYMENT 3 2.16 TRUST 3 2.17 TRUSTEE 3 2.18 VENDOR 3 ARTICLE 3 PARTICIPATION IN THE PLAN 3 3.01 INITIAL PARTICIPATION 3 3.02 DATE OF PARTICIPATION 3 3.03 AMENDMENT /REVOCATION OF JOINDER AGREEMENT 3 3.04 CHANGE OF BENEFICIARY 4 3.05 INFORMATION PROVIDED BY THE PARTICIPANT 4 ARTICLE 4 DEFERRED COMPENSATION CONTRIBUTIONS 4 4.01 ELECTIVE CONTRIBUTIONS 4 4.02 MATCHING CONTRIBUTIONS 5 4.03 ELECTIVE CONTRIBUTIONS OF SICK, VACATION AND BACK PAY 5 4.04 TRANSFERS FROM OTHER PLANS 5 4.05 ROLLOVER CONTRIBUTIONS 5 ARTICLE 5 LIMITATIONS ON DEFERRALS 6 i PAGE 5.01 NORMAL LIMITATION 6 5.02 AGE 50 CATCH -UP LIMITATION 6 5.03 SPECIAL CATCH -UP LIMITATION 7 5.04 COORDINATION OF AGE 50 CATCH -UP AND SPECIAL CATCH -UP LIMITATIONS 7 5.05 INDIVIDUAL LIMITATION FOR COMBINED CONTRIBUTIONS UNDER MULTIPLE ELIGIBLE PLANS 8 5.06 EXCESS DEFERRALS 8 5.07 ADDITIONAL ELECTIVE CONTRIBUTIONS FOR UNIFORMED SERVICE 8 ARTICLE 6 INVESTMENT OF DEFERRED COMPENSATION CONTRIBUTIONS 9 6.01 CONTRIBUTIONS TO TRUST 9 6.02 PARTICIPANT ACCOUNTS 9 6.03 PLAN INVESTMENTS 9 6.04 PARTICIPANT DIRECTED INVESTMENTS 9 6.05 LIMITED LIABILITY OF EMPLOYER, TRUSTEE AND VENDORS 11 ARTICLE 7 PAYMENT OF BENEFITS 11 7.01 AMOUNT OF BENEFIT 11 7.02 BENEFIT PAYMENTS 11 7.03 POSTPONED RETIREMENT 11 7.04 WHEN DISTRIBUTION PAYABLE 11 7.05 UNFORESEEABLE EMERGENCY 12 7.06 PAYMENT OPTIONS 13 7.07 COMPLIANCE WITH DISTRIBUTION REQUIREMENTS OF THE CODE 13 7.08 DISTRIBUTION OF SMALL ACCOUNT 16 7.09 WITHHOLDING AND FACILITY OF PAYMENT 17 7.10 TRANSFER OF ACCOUNT TO GOVERNMENTAL 457(b) PLAN 17 7.11 PERMISSIVE SERVICE CREDIT TRANSFERS 18 7.12 ROLLOVER DISTRIBUTION 18 7.13 BENEFICIARY DESIGNATION 19 ARTICLE 8 ADMINISTRATION 19 8.01 ADVISORY COMMITTEE 19 8.02 ACCOUNTS 20 8.03 AMENDMENT OF PLAN 20 8.04 TERMINATION OF PLAN 20 8.05 ASSIGNMENT OF BENEFITS 20 8.06 DOMESTIC RELATIONS ORDER 21 8.07 RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT 21 8.08 APPLICABLE LAW 21 ii 8.09 GENDER AND NUMBER 21 8.10 CLAIMS PROCEDURE 21 8.11 MISTAKEN CONTRIBUTIONS 22 8.12 PAYMENTS TO MINORS AND INCOMPETENTS 22 8.13 REPRESENTATIONS 22 8.14 TELEPHONIC AND ELECTRONIC MEDIA 22 ARTICLE 9 TRUST AND TRUSTEE POWERS AND DUTIES 22 9.01 TRUST FUND 22 9.02 TRUSTEE POWERS AND DUTIES 22 9.03 TRUSTEE FEES AND EXPENSES TO BE PAID FROM TRUST FUND 24 9.03 TAXES AND EXPENSES 24 9.04 PAYMENT OF BENEFITS 24 9.05 RECORDS AND STATEMENTS 24 9.07 PARTIES TO LITIGATION 24 9.08 PROFESSIONAL AGENTS 24 9.09 THIRD PARTY /MULTIPLE TRUSTEES 24 9.10 INTERIM DUTIES AND SUCCESSOR TRUSTEE 25 iii The City of Blair, Nebraska, hereinafter called "the Employer," hereby adopts this Plan and Trust, to be known as the City of Blair, Nebraska Deferred Compensation Plan, hereinafter called "the Plan." The Plan is intended to satisfy the requirements of Section 457(b) of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder. CITY OF BLAIR, NEBRASKA DEFERRED COMPENSATION PLAN This Plan and Trust are established and shall be maintained for the sole and exclusive benefit of those participating Employees of the Employer and their Beneficiaries. Except as allowed by law, no part of the Trust established hereunder can revert to the Employer or be used or diverted to purposes other than for the exclusive benefit of the participating Employees and their Beneficiaries. ARTICLE 1 APPLICABLE DATES 1.01 EFFECTIVE DATE: The effective date of the Plan and Trust is July 1, 2008. 1.02 PLAN YEAR: The Plan Year shall be the calendar year; provided, the period beginning July 1, 2008, and ending December 31, 2008, shall be a short Plan Year. ARTICLE 2 DEFINITIONS 2.01 ACCOUNT. "Account" means the Account established for such Participant pursuant to Section 6.02 which represents the Participant's share of the Trust fund as adjusted, from time to time, to reflect the Deferred Compensation Contributions made to the Plan on behalf of the Participant as adjusted with respect to the income realized thereon, the expenses charged against the Account, and any appreciation or depreciation of the Account's share of the Trust fund. The Account also includes any rollover contributions and plan -to -plan transfers made for a Participant under Article 4. The Account shall include the separate subaccount established for each Beneficiary after the death of a Participant and any Account established for an alternate payee pursuant to a qualified domestic relations order as described in Section 8.06. 2.02 BENEFICIARY. "Beneficiary" means the person or persons designated by the Participant in his or her Joinder Agreement or as otherwise determined under Section 7.13 to receive the benefits payable under this Plan in the event of the Participant's death. 2.03 CODE. "Code" means the Internal Revenue Code of 1986, as amended, and includes the Income Tax Regulations thereunder. All citations to the Code are to such sections as they may, from time to time, be amended or renumbered. 2.04 COMMITTEE. "Committee" means the Plan's Advisory Committee as from time to time constituted under Section 8.01 to be responsible for administration of the Plan. 2.05 COMPENSATION. "Compensation" means all compensation within the meaning of Code section 415(c)(3), for services performed by the Participant for the Employer for a taxable year as if no Joinder Agreement were in effect to defer compensation under the Plan, plus amounts that would be cash compensation for services to the Employer and includible in the Employee's gross income for the taxable year but for a compensation reduction election under Code sections 125, 132(f), 401(k), 403(b) or 457(b), but subject to a maximum of $200,000 (or such amount as may apply under Code section 401(a)(17). 2.06 CONTRACT. "Contract" means an annuity contract or contracts or life insurance policies that the Trustee purchases from a Vendor for the investment of the Trust and for the payment of benefits under this Plan. The term Contract as it is used in this Plan shall include the plural unless the context otherwise indicates the singular is intended. 2.07 DEFERRED COMPENSATION CONTRIBUTIONS. "Deferred Compensation Contributions" mean Elective Contributions made to the Plan pursuant to Sections 4.01 and 4.03, and the Employer's Matching Contributions on behalf of Eligible Participants pursuant to Section 4.02. 2.08 ELIGIBLE PARTICIPANT. "Eligible Participant" means any Participant of the Plan who is a civilian employee of the Employer and who is regularly scheduled to work 40 or more hours per week for the Employer. In no event shall any person who is classified by the Employer as a Police Officer, a non - civilian employee, or a Leased Employee be an Eligible Participant for purposes of the Employer's Matching Contributions pursuant to Section 4.02. 2.09 EMPLOYEE. "Employee" means all regular employees of the Employer to whom Compensation is paid, including Leased Employees as defined under Code section 414(n)(2) and Code section 414(o)(2), but excluding any independent contractor. 2.10 INCLUDIBLE COMPENSATION. "Includible Compensation" means an Employee's actual wages in box 1 of Form W -2 for a year for services to the Employer, but subject to a maximum of $200,000 (or such higher maximum as may apply under Code section 401(a)(17)) and increased (up to the dollar maximum) by any compensation reduction election under Code sections 125, 132(f), 401(k), 403(b), or 457(b) (including an election to defer Compensation under Section 4.01). 2.11 JOINDER AGREEMENT. "Joinder Agreement" means an agreement entered into between an Employee and the Employer, including any amendments or modifications thereof, to document the Employee's participation in the Plan. Such agreement shall fix the amount of the Participant's Elective Contribution, specify the investment alternatives which are available under the Plan, designate the Employee's Beneficiary(ies), and incorporate the terms and provisions of the Plan by reference. A Participant may amend his or her Joinder Agreement to change the amount of Elective Contributions or to revoke an election regarding Elective Contributions. Except for changes to the designation of the Employee's Beneficiary(ies), an amended Joinder Agreement that changes the amount of the Participant's Elective Contributions shall be effective as of the first day of the payroll period of the Employer that ends on or immediately after the January 1 or July 1 which coincides with or next follows the filing of the amended Joinder Agreement with the Committee. 2.12 NORMAL RETIREMENT AGE. "Normal Retirement Age" shall be age sixty -five (65), unless the Participant has elected a Late Retirement Age by written instrument delivered to the Committee prior to distributions commencing under the Plan. An election of a Late Retirement Age becomes effective on the first calendar day of the first month after the Participant files such election with the Committee. A Late Retirement Age election may not set a retirement date later than the date the Participant attains age 70 -1/2, and such Late Retirement Age may only be made once after the Participant experiences his or her first permissible distribution date under the Plan and must comply with the requirements of Code section 401(a)(9) and Code section 451(d)(2). Once a Participant has, to any extent, utilized the special catch -up limitation of Code section 5.03, his or her Normal Retirement Age may not be changed. Notwithstanding the foregoing, any Participant who is a Police Officer of the Employer may elect a Normal Retirement Age that is not earlier than the date the Participant attains age 40 or later than the Participant's attainment of age 70 -1/2. A Participant's Normal Retirement Age determines (a) the latest time when benefits may commence under this Plan (unless the Participant continues employment after Normal 2 Retirement Age), and (b) the period during which a Participant may utilize the special catch -up limitation of Section 5.03. 2.13 PARTICIPANT. "Participant" means any Employee who has joined the Plan pursuant to the requirements of Article 3, and who has not received a distribution of his or her entire benefit under the Plan. 2.14 RETIREMENT. "Retirement" means the first day of the calendar month subsequent to the date upon which both of the following shall have occurred with respect to a Participant: Severance from Employment and attainment of age 65. 2.15 SEVERANCE FROM EMPLOYMENT. "Severance from Employment" means severance of the Participant's employment with the Employer which constitutes a "Severance from Employment" (within the meaning of Code section 457(d)(1)(A)(ii)), as determined by the Committee. In general, a Participant shall be deemed to have severed his or her employment with the Employer for purposes of this Plan when, in accordance with the established practices of the Employer, the employment relationship is considered to have actually terminated or when the Participant dies. 2.16 TRUST. "Trust" means the Trust created under Article 9 pursuant to which all Deferred Compensation Contributions and any income and gains thereon, less any losses, expenses and distributions thereof, shall be held, administered and invested and reinvested. 2.17 TRUSTEE. "Trustee" means the duly elected or appointed Treasurer of the City of Blair, Nebraska who shall serve as the Trustee and custodian of the funds, securities and other assets of the Plan and Trust at all times. In the event of the election or appointment of another person as City Treasurer, such person shall automatically succeed to the office of Trustee as of the date he or she takes office, and the prior City Treasurer shall thereupon be removed and discharged as Trustee. 2.18 VENDOR. "Vendor" means a bank, trust company or firm, or an insurance company having investment or insurance products or services that are available for purchase or investment by the Trustee for the investment of the Participant's Accounts under the Plan. ARTICLE 3 PARTICIPATION IN THE PLAN 3.01 INITIAL PARTICIPATION. An Employee is eligible to make an election to defer his or her Compensation as an Elective Contribution under the Plan on his or her first day of employment with the Employer and shall become a Participant in the Plan by signing a Joinder Agreement agreeing to defer Compensation and filing the Joinder Agreement with the Committee. To be eligible to receive Matching Contributions under the Plan, an Employee must be an Eligible Participant on the date of the Matching Contribution by the Employer. 3.02 DATE OF PARTICIPATION. An Employee will become a Participant for purposes of Elective Contributions at the beginning of the payroll period coinciding with or immediately following the date the Joinder Agreement is signed and filed with the Committee. The Joinder Agreement and the Participant's election to make Elective Contributions to the Plan shall remain in effect until the Joinder Agreement is revoked or amended in accordance with the Plan. Subject to the provisions of Section 4.02, an Eligible Participant will begin to participate in the Employer's Matching Contributions on the date on which the Eligible Participant meets the eligibility requirements for receiving such Matching Contributions as provided under Section 4.02. 3.03 AMENDMENT /REVOCATION OF JOINDER AGREEMENT. A Participant may amend an executed Joinder Agreement to change the amount of his or her Elective Contributions with 3 respect to Compensation not yet paid or made available or to change his or her investment options (subject to such restrictions as may result from the nature or terms of any investment or as may otherwise be established by the Committee). Such amended Joinder Agreement will become effective, with respect to any change in the amount of Elective Contributions, as of the first payroll period of the Employer that ends on or immediately after the January 1 or July 1 which coincides with or next follows the filing of such amended Joinder Agreement with the Committee. A Participant may revoke a Compensation deferral election under the Joinder Agreement upon written notice to the Employer with respect to compensation not yet paid or made available; such revocation will be effective no later than the first payroll period of the Employer which begins after the Committee's receipt of such revocation. A Participant who has revoked a Compensation deferral election may recommence making Elective Contributions as of any subsequent January 1 or July 1 by filing an amended Joinder Agreement with the Employer. 3.04 CHANGE OF BENEFICIARY. A Participant may at any time amend his or her Joinder Agreement to change the designated Beneficiary, and such amendment shall become effective immediately upon filing with the Committee. 3.05 INFORMATION PROVIDED BY THE PARTICIPANT. Each Employee enrolling in the Plan should provide to the Committee at the time of initial enrollment, and later if there are any changes, any information necessary or advisable for the Committee to administer the Plan, including, without limitation, whether the Employee is a participant in any other eligible plan under Code section 457(b). ARTICLE 4 DEFERRED COMPENSATION CONTRIBUTIONS 4.01 ELECTIVE CONTRIBUTIONS. An Employee may make Elective Contributions by filing an executed Joinder Agreement with the Employer which includes his or her agreement to defer Compensation as an Elective Contribution to the Plan. All Compensation reduction elections in the Joinder Agreement shall be subject to, and deemed to incorporate, the following requirements: (a) The Compensation reduction election shall apply only to Compensation paid or made available after the date of the written election and before the election is terminated or amended. (b) The Compensation reduction election first filed after the Employee becomes eligible to make Elective Contributions shall be effective with the first payroll period of the Employer that ends on or immediately following the date the Joinder Agreement is filed with the Committee. A subsequent Compensation reduction election or amendment to an existing election filed with the Committee shall take effect as of the first payroll period of the Employer that ends on or immediately after the January 1 or July 1 which coincides with or next follows the date the election is filed with the Committee. (c) A Compensation reduction election shall remain in effect until it is terminated or a subsequent election becomes effective. An election to terminate a Compensation reduction agreement shall be effective no later than the first payroll period of the Employer that begins after the date the termination election is filed with the Committee. (d) A Compensation reduction election shall be irrevocable with respect to Compensation paid or made available prior to its termination. (e) Elective Contributions pursuant to a Compensation reduction election for any Plan Year shall cease when the applicable limit on Elective Contributions described in Article 5 is 4 (f) (g) reached. The Participant's Compensation reduction election shall automatically be reactivated as of the first day of the following Plan Year. Unless the Compensation reduction election is amended, if a Participant is absent from active employment due to an approved leave of absence or disability but has not had a Severance from Employment, Elective Contributions under the Plan shall continue to the extent that Compensation to the Participant continues. For this purpose, imputed compensation and disability income benefits shall not be considered as Compensation. The Committee may establish uniform rules and regulations for the making of Compensation reduction elections and amendments to existing Compensation reduction elections through telephonic, electronic or other paperless systems, which elections shall be deemed to be filed with the Committee within an administratively practicable time of the transmission and confirmation of such election or amendment. The Committee may establish a minimum or maximum Elective Contribution amount for the Plan or for any individual Participant, and may change such minimum or maximum amount from time to time. Elective Contributions by each Participant shall be paid to the Trust by the Employer and credited to the Participant's Account within the period required under Section 6.01. In no event shall the Elective Contributions be paid to the Trust later than the fifteenth (15 business day of the month following the month in which such Elective Contributions were withheld by the Employer from the Participant's Compensation. 4.02 MATCHING CONTRIBUTIONS. The Employer shall make the following Matching Contributions to the Plan on behalf of Eligible Participants in lieu of an increase in Compensation. For each payroll period of the Employer, the Employer will make a Matching Contribution on behalf of each Eligible Participant who (a) has made an Elective Contribution during such payroll period and (b) is an Eligible Participant as of the last day of such payroll period. The amount of the Matching Contribution for an Eligible Participant shall be as follows: (a) For an Eligible Participant who was first employed by the Employer on or after January 1, 2008, the Matching Contribution shall be equal to 100% of the Elective Contributions made by the Eligible Employee for such payroll period that do not exceed three percent (3 %) of the Eligible Participant's Compensation for the payroll period. (b) For an Eligible Participant who was employed by the Employer before January 1, 2008, the Matching Contribution shall be equal to 100% of the Elective Contributions made by the Eligible Participant for such payroll period that do not exceed a specified percentage of the Eligible Participant's Compensation for the payroll period, with such percentage being equal to (i) six percent (6 %), minus (ii) the amount, expressed as a percentage of Compensation, of the Employer Contribution, if any, made (or to be made) on behalf of such Eligible Participant for that payroll period under the City of Blair, Nebraska Civilian Employees' Pension Plan and Trust. The Employer may pay its Matching Contribution to the Trust in one or more installments, without interest, provided such Matching Contribution is paid to the Trust within the time prescribed by the Code. 4.03 ELECTIVE CONTRIBUTIONS OF SICK, VACATION AND BACK PAY. An Employee may make Elective Contributions with respect to accumulated sick pay, accumulated vacation pay, and back pay if a separate Compensation reduction election for such amounts is made by the Employee and filed with the Committee before the first day of the month in which the accumulated sick pay, accumulated vacation pay, or back pay would otherwise be paid or made available to the Employee and provided such Employee is employed by the Employer in the 5 month such accumulated sick pay, accumulated vacation pay, or back pay would otherwise be paid or made available to the Employee. 4.04 TRANSFERS FROM OTHER PLANS. In accordance with the requirements of Code section 457(b) and the Income Tax Regulations thereunder, and pursuant to such rules and regulations as may be promulgated by the Committee, a cash transfer may be accepted from an eligible deferred compensation plan (within the meaning of Code section 457(b)) maintained by another governmental employer and credited to a Participant's Account under the Plan if (i) the Participant has had a Severance from Employment with that employer and become an Employee of the Employer; and (ii) the other employer's plan provides that such transfer may be made. The Committee may require in its sole discretion that the transfer be in cash or other property acceptable to the Committee. The Committee may further require such documentation from the other employer's plan as it deems necessary to confirm that such plan is an eligible deferred compensation plan within the meaning of Code section 457 and Income Tax Regulation section 1.457- 10(b), and to confirm that the other plan is an eligible governmental plan as defined in Income Tax Regulation section 1.457 -2(f). Any such transferred amount shall be treated as a Deferred Compensation Contribution under the Plan, except that the transferred amount shall not be considered a Deferred Compensation Contribution under the Plan in determining the maximum deferral under Article 5. 4.05 ROLLOVER CONTRIBUTIONS. The Plan shall not accept eligible rollover contributions in the form of cash from any Participant unless the Committee approves such contributions for the Plan and communicates such approval to all Participants. The Committee shall establish such conditions and procedures for the making of a rollover contribution to this Plan as it deems necessary or desirable, and may require from any Participant proposing to make a rollover contribution hereunder such information, documentation and certifications necessary for effectuating such rollover and to determine whether the proposed contribution will meet the requirements of this Article and the requirements of Code section 402 so as to qualify as a tax -free rollover. If such contributions are allowed, the Plan shall establish and maintain for the Participant a separate account for any eligible rollover distribution paid to the Plan as a rollover contribution under this Code section 4.05 from any eligible retirement plan that is not an eligible governmental plan under Code section 457(b). In addition, the Plan shall establish and maintain for the Participant a separate account for any eligible rollover distribution paid to the Plan from any eligible retirement plan that is an eligible governmental plan under Code section 457(b). ARTICLE 5 LIMITATIONS ON DEFERRALS 5.01 NORMAL LIMITATION. Except as provided in Section 5.02, the maximum amount of Deferred Compensation Contributions for any Participant for any calendar year shall not exceed the lesser of the applicable dollar amount determined pursuant to Code section 457(e)(15), as adjusted after December 31, 2006 to take into account increases in the cost -of- living as provided under Code section 457(e)(15)(B), or 100 percent of the Participant's Includible Compensation for the calendar year. All plans within the meaning of Code section 457(b) that are sponsored by the Employer shall be treated as a single plan under Code section 457(b) for purposes of the Normal Limitation of this Section 5.01. The Committee shall also take into account for this purpose any other plan under Code section 457(b) for which the Committee receives from the Participant sufficient information concerning his or her participation in such other plan. 5.02 AGE 50 CATCH -UP LIMITATION. Subject to Section 5.04, any Participant who has attained (or will attain) age fifty (50) before the close of a calendar year may make, in accordance with and subject to the limitations of Code section 414(v), an additional Elective Contribution that is not 6 subject to the Normal Limitation of Section 5.01, up to the maximum catch -up dollar amount established under Code section 414(v) for the year of the catch -up Elective Contribution ("Catch - Up Contribution "). 5.03 SPECIAL CATCH -UP LIMITATION. For each of the Participant's last three (3) taxable years ending before the calendar year in which the Participant attains his or her Normal Retirement Age, the maximum amount of Deferred Compensation Contributions shall be the lesser of: (a) An amount equal to two (2) times the applicable dollar amount in effect for the year of the contributions as determined pursuant to Code section 457(e)(15); or (b) The sum of: (1) An amount equal to (i) the aggregate Normal Limitation of Section 5.01 for the current year plus each prior calendar year beginning after December 31, 2001 during which the Participant was an Employee under the Plan, minus (ii) the aggregate amount of Elective Contributions made by the Participant during such years, plus (2) An amount equal to (i) the aggregate limit referred to in Code section 457(b)(2) for each prior calendar year beginning after December 31, 1978, and before January 1, 2002, during which the Participant was an Employee (determined without regard to this Section 5.03), minus (ii) the aggregate contributions to Pre - 2002 Coordination Plans for such years. Notwithstanding the foregoing, in no event shall the maximum Elective Contribution by a Participant in any calendar year pursuant to the special catch -up limitation of this Section 5.03 be more than the Participant's Compensation for such year. For purposes of this Section 5.03, the aggregate contributions to Pre -2002 Coordination Plans means any employer contributions, salary reduction or elective contribution under any 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, 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 calendar year are only taken into account for purposes of a contribution to Pre -2002 Coordination Plans to the extent that the total of such contributions do not exceed the aggregate limit referred to in Code section 457(b)(2) for that year. In applying this Section 5.03, a year shall be taken into account only if (i) the Participant was eligible to participate in the Plan during all or a portion of the year and (ii) the Elective Contributions made by such Participant during the year, if any, were subject to the Normal Limitation described in Section 5.01 or any other ceiling on Elective Contributions required by Code section 457(b). All plans within the meaning of Code section 457(b) that are sponsored by the Employer shall be treated as a single plan under Code section 457(b) for purposes of the Special Catch -Up Limitation of this Section 5.03, together with any other eligible plan for which the Committee receives from the Participant sufficient information concerning his or her participation is such other plan. The Special Catch -Up Limitation is available to a Participant during only one (1) three (3) year period. If the Participant uses the Special Catch -Up Limitation, then postpones retirement or returns to work, the Special Catch -Up Limitation shall not be available again. 7 5.04 COORDINATION OF CATCH -UP CONTRIBUTIONS AND SPECIAL CATCH -UP LIMITATIONS. The maximum amount of Deferred Compensation Contributions for any calendar year for any Participant who is eligible to make both a Catch -Up Contribution described in Section 5.02 and a Special Catch -Up Limitation described in Section 5.03 shall not exceed the greater of: (1) the sum of the maximum amount of Deferred Compensation Contributions that can be made for such calendar year under Section 5.01 plus the maximum amount of Catch -Up Contributions that can be made for such calendar year under Section 5.02; or (2) the sum of the maximum amount of Deferred Compensation Contributions that can be made for such calendar year under Section 5.01 plus the maximum amount of Special Catch -Up Contributions that can be made for such calendar year under Section 5.03. 5.05 INDIVIDUAL LIMITATION FOR COMBINED CONTRIBUTIONS UNDER MULTIPLE ELIGIBLE PLANS. To the extent a Participant participates in more than one eligible deferred compensation plan (as defined in Code section 457(b)), the maximum amount of contributions that may be made by the Participant, or on behalf of such Participant, to all such plans in any plan year, shall not exceed the Participant's "individual limit" for such year. For purposes of this Section 5.05, a Participant's individual limit for any year shall be equal to the sum of (i) the maximum amount provided under the Normal Limitation of Code section 457(b)(2) for such year; (ii) the maximum amount provided under the Special Catch -Up Limitation of Code section 457(b)(3) for such year (but only if such eligible deferred compensation plan permits contributions under Code section 457(b)(3)); and (iii) the maximum amount permitted under the Catch -Up Contribution limitation of Code section 414(v) (as such section applies to eligible deferred compensation plans) for such year. To the extent a Participant's individual limitation is exceeded in any year, the Plan will treat such excess contributions as excess deferrals under Section 5.07. In determining whether a Participant has exceeded his individual limit for any year, the Participant's contributions to this Plan, and the Participant's contributions (or contributions made on behalf of such Participant) to any other eligible deferred compensation plan for such year, must be determined on an aggregate basis. If a Participant is participating in more than one eligible deferred compensation plan in any year, and the applicable amounts under Code sections 457(b)(3) or 414(v) are not the same for each such eligible deferred compensation plan for such year, then this Section 5.05 shall be applied using the amount under whichever plan has the largest amount applicable to the Participant. 5.06 EXCESS DEFERRALS. If the maximum amount of Deferred Compensation Contributions for a Participant in any calendar year exceeds the limitations of Section 5.01, 5.02, or 5.03, or to the extent a Participant participates in more than one eligible deferred compensation plan (as defined in Code section 457(b)) and such Participant has notified the Committee that he has exceeded his individual limitation (as described in Section 5.05), such excess amount shall be treated as an excess deferral. An excess deferral attributable to the limitations of Section 5.01, 5.02, or 5.03, together with any income (or Toss) allocable to such excess deferral, shall be distributed to such Participant not later than April 15 following the calendar year following the close of the taxable year of the excess deferral. An excess deferral that is distributable to the Participant shall be taken first from the Participant's Elective Contributions for the applicable taxable year. If the excess deferral is attributable to the individual limitation of Section 5.05, such excess deferral, together with any income allocable to such excess deferral, may be distributed the Participant as soon as administratively practicable after the Plan determines that the amount is an excess deferral; provided, however, if the Plan does not distribute such excess deferral to the Participant, then the Participant must include the excess deferral in his gross income in the taxable year or, if later, the first taxable year in which there is no substantial risk of forfeiture of such excess deferrals. 5.07 ADDITIONAL ELECTIVE CONTRIBUTIONS FOR UNIFORMED SERVICE. A Participant whose employment is interrupted by qualified military service under Code section 414(u), or who is on a leave of absence for qualified military service under Code section 414(u), may elect to make 8 additional Elective Contributions upon resumption of employment with the Employer equal to the maximum Elective Contributions that the Employee could have elected during that period if the Employee's employment with the Employer had continued (at the same level of Compensation) without the interruption or leave, reduced by the Elective Contributions, if any, actually made for the Employee during the period of the interruption or leave. This right applies for five years following the resumption of employment with the Employer (or, if sooner, for a period equal to three times the period of the interruption or leave). ARTICLE 6 INVESTMENT OF DEFERRED COMPENSATION CONTRIBUTIONS 6.01 CONTRIBUTIONS TO TRUST. All Deferred Compensation Contributions shall be delivered by the Employer to the Trustee. The Participants' Elective Contributions shall be delivered to the Trustee within a period that is not longer than is reasonable for the proper administration of the Participant's Account. For this purpose, Elective Contributions shall be treated as contributed within a period that is not longer than is reasonable for the proper administration if the Elective Contribution is made to the Trust Fund within fifteen (15) business days following the end of the month in which the amount would otherwise have been paid to the Participant. The Employer's Matching Contributions shall be delivered to the Trustee within an administratively reasonable time that such Matching Contributions are declared or credited to the Participant's Account by the Employer. All such Deferred Compensation Contributions on behalf of each Participant, including all income or other property derived therefrom, shall be held, managed, administered, invested and reinvested by the Trustee in accordance with the terms and provisions of this Plan and Trust. 6.02 PARTICIPANT ACCOUNTS. A separate Account in the name of each Participant shall be created and maintained by the Trustee which shall relate to such Participant's benefit under the Plan and to which all Deferred Compensation Contributions on behalf of such Participant, together with all income, gains, losses or increases or decreases derived therefrom shall be credited. Each such Account shall be adjusted as of the last day of each Plan Year, or at more frequent valuation dates as may be established by the Committee, to reflect investment gains, losses, and appreciation or depreciation of the Trust assets credited to the Participant's Account. 6.03 PLAN INVESTMENTS. The Account of each Participant under the Plan and Trust shall be invested in the investment options made available under the Plan as elected by the Participant. If such investment shall be individual or group Contracts issued by a Vendor, the Contracts purchased by the Trustee shall be as directed by the Employer, but the Trustee shall apply for and be the legal owner of all such Contracts. If the investment options shall be through the Trust alone, the investment options shall include any regulated investment company registered under the Investment Company Act of 1940, any common trust fund or collective investment fund qualified for collective investments by plans under Code Section 457(b), and any other funding vehicle permitted by the Employer under the Plan. In no event shall the Employer, the Committee, the Plan, the Trustee, and their respective members,, officers and employees, or any other person, be responsible for the validity of any Contract or other investment option which may be held as part of the Trust or distributed to a Participant or Beneficiary to provide benefits under this Plan, or for the failure of the Vendor to make payments or provide benefits under any such Contract or investment option, or for any inability to perform or for any delay in performing, any act occasioned by any restriction or provision of any Contract. 6.04 PARTICIPANT DIRECTED INVESTMENTS. Pursuant to such rules, regulations and procedures as may be established by the Committee or the Trustee, each Participant shall determine the manner in which his or her Account, including all earnings and gains on the investments credited to such Account, is to be invested and reinvested among the investment options designated by the Employer by providing specific written directions in the manner required by the Committee. 9 (a) All investment directions shall be in writing on a prescribed form or in such other format as determined by the Committee. Investment directions may also be transmitted to the Trustee or a Vendor by telephone or other paperless system in accordance with rules and procedures approved by the Committee. An initial investment direction shall be filed with the Participant's first Joinder Agreement. All investment directions shall be filed in accordance with rules and procedures prescribed by the Committee for this purpose. Investment directions shall be implemented for purposes of the Plan as soon as administratively possible after the date that such directions are filed with or transmitted to the Trustee, or its designee, consistent with the orderly administration of such directions and such procedures as may be established. (b) An investment direction shall remain in effect and be deemed to be a continuing direction until a new investment direction is filed by the Participant. A Participant may change an investment direction as to future Deferred Compensation Contributions as of January 1, April 1, July 1 or October 1 (the "Change Date ") of any Plan Year, by filing a written notice of such change in investment direction with the Committee at least thirty (30) days prior to the Change Date. A Participant may also direct as of such Change Date that all, or any multiple of, his or her interest in any of the investment funds be liquidated and the proceeds thereof transferred to another investment fund as of any Change Date, provided such direction is provided in writing to the Committee at least thirty (30) days prior to the Change Date. (c) If the Committee authorizes the transmission of investment directions by telephone, Internet or other paperless system, a Participant may change an investment direction as to future contributions, pursuant to rules and procedures established by the Committee, by providing advance notice of such change in investment direction in accordance with such rules and procedures as may be established from time to time by the Committee. (d) Investment directions by a Participant shall be complete as to the terms of the deemed investment transaction. Directions for the investment of the Participant's Account shall be stated in percentages of the amount contributed. A Participant's investment directions may provide for both the investment of existing Account balances and the investment of future Deferred Compensation Contributions. Participants may file individual investment directions that change the investment of all or only a portion of existing Account balances or future contributions. The Trustee and Vendor shall be entitled to fully rely on the directions furnished to it for the investment of each Account and shall be under no duty to make any inquiry or investigation with respect thereto. Neither the Employer, the Committee, the Trustee, any Vendor or any other person, shall have any obligation whatsoever to select the investment alternatives in which the Participant's Account is to be invested. However, if a Participant fails to provide directions as to the investment of any portion of the balance of his or her Account, or if any directions are not clear, such portion of the Account shall be invested pursuant to rules and procedures established by the Employer, without liability for loss of income or appreciation, pending receipt of effective investment directions from the Participant. (e) If the Committee authorizes the transmission of investment directions by telephone, internet or other paperless system, written confirmation of each investment direction shall be maintained as a Plan record and such records shall be conclusive and binding upon the Participant and his or her Beneficiaries unless a written objection thereto is filed with the Trustee within fifteen (15) calendar days of the effective date of the investment directions, regardless of whether the Plan has issued or the person who made such investment direction has received confirmation of the investment direction. (f) All dividends, distributions, gains and other earnings and losses on the investment option held for each Account shall be credited directly to such Account, and the Account shall be 10 charged with all expenses, fees and charges attributable to such investment that are incurred with respect to the investment and reinvestment of the Account, unless paid by the Employer. All earnings of a particular investment option shall be automatically deemed reinvested in such investment option. (g) Following the death of the Participant, each of the Participant's Beneficiaries shall have the right to direct the investment of the portion of the Account held on behalf of the Beneficiary, subject to the same terms and conditions as applied to the Participant prior to his or her death. (h) All investment directions shall be in accordance with such additional rules and regulations as the Committee may uniformly establish from time to time for this purpose. (i) The responsibility of the Participant (or the Participant's Beneficiary after the death of the Participant) to direct the investment of his or her Account shall continue until the value of the Account is reduced to zero. (i) No person other than the Participant shall be liable hereunder for any loss, or by reason of any breach, which results from a Participants exercise of the direction of the investment of his or her Account. 6.05 LIMITED LIABILITY OF EMPLOYER, TRUSTEE AND VENDORS. In no event shall the Employer's, a Vendor's, or the Trustee's liability to pay benefits to a Participant under this Plan exceed the value of the amounts credited to the Participant's Account; and neither the Employer, the Committee, the Trustee, a Vendor, or any other person shall be liable for losses arising from the appreciation or depreciation in the value of any investments acquired for a Participant's Account under the Plan. ARTICLE 7 PAYMENT OF BENEFITS 7.01 AMOUNT OF BENEFIT. The benefit payable to a Participant will be the amount credited to his Account, as described in Section 6.02. 7.02 BENEFIT PAYMENTS. When the Participant attains Normal Retirement Age (or, if elected by the Participant, Late Retirement Age), he or she may retire and begin receiving benefits from the Plan. The Participant may elect following his or her Severance from Employment (other than for death or retirement) to have the amount credited to his or her Account begin to be distributed on a fixed or determinable date which is no later than the required beginning date described in Section 7.04. In the absence of a written election delivered to the Committee to defer the commencement of Plan benefits, the Participant's Account shall commence to be paid on the first valuation date of the Plan that is sixty (60) days following the Participant's Normal Retirement Age, or, if later, Severance from Employment. If the Participant dies prior to or after the commencement of a distribution of his Account, the Employer will distribute such Account to the Participant's Beneficiary(ies) in accordance with Section 7.07 and Section 7.13, as applicable. 7.03 POSTPONED RETIREMENT. If the Participant continues employment with the Employer after his or her Normal Retirement Age, no benefits under the Plan will be payable until the Participant actually incurs a Severance from Employment. 11 7.04 WHEN DISTRIBUTION PAYABLE. No distribution of benefits shall be made until the Committee has received a written application for distribution from the Participant or the Beneficiary entitled to receive a distribution. The Committee may prescribe rules regarding the form of the application, the manner of filing such application, and the information required to be furnished in connection with such application. Payments will begin as soon as administratively practicable under the Participant's election and in accordance with the requirements of the Trustee, the Custodian, and /or any applicable Vendor. (a) In accordance with Code section 457(b) and applicable regulations thereunder, benefits shall not become payable to Participants or Beneficiaries earlier than (i) sixty (60) days following the date of the Participant's Severance from Employment with the Employer; (ii) the occasion of an unforeseeable emergency as provided in Section 7.05 hereof; or (iii) the calendar year in which the Participant attains age seventy and one -half (70V2). A Participant may elect to defer the commencement of the distribution of his or her Plan benefits to a date which is not later than April 1 of the calendar year following the year of the Participant's retirement or attainment of age seventy and one -half (70 whichever date is later, by filing a written election with the Committee before the commencement of distributions under the Plan. (b) Notwithstanding the foregoing, the manner under the Plan shall meet the distribution requirements of Code section 401(a)(9) and Code section 457(d) as provided in Section 7.07. The benefits payable to the Participant shall be distributed to such Participant no later than the April 1 of the calendar year following the later of (i) the calendar year in which the employee attains age seventy and one -half (70 /2) or (ii) the calendar year in which the Employee retires (the "required beginning date "). The benefits payable to the Participant's Beneficiary when the Participant dies before distributions begin shall be distributed or begin to be distributed no later than the required distribution date fro the Plan's death benefit pursuant to Section 7.07. 7.05 UNFORESEEABLE EMERGENCY. A Participant may file a written request with the Committee requesting an in- service withdrawal. Applications for such withdrawals shall only be accepted for review in cases of an unforeseeable emergency. For purposes of this Plan, an "unforeseeable emergency" shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of the Participant's spouse or dependent (as defined in Code section 152(a)), or of a Beneficiary's dependent, the loss of the Participant's or Beneficiary's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by homeowner's insurance), the need to pay for the funeral expenses of the Participant's spouse or dependents (as defined in Code section 152(a)) or to other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or Beneficiary. An in- service withdrawal shall in no case exceed the amount reasonably needed 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 withdrawal). In no case shall an in- service withdrawal be permitted when the unforeseeable emergency is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant's assets when such liquidation would not itself cause severe financial hardship, or by the cessation of Elective Contributions under this Plan. Examples of events not considered to be unforeseeable emergencies include the need to send a Participant's child to college or the desire to purchase a home. The determination as to whether such an unforeseeable emergency exists shall be based on the merits of each case. The decision of the Committee regarding payment of benefits under this Section 7.05 will be final. 12 The allowed distribution for an unforeseeable emergency shall be in the form determined by the Committee; provided, however, if the Participant has commenced receiving installment payments under the Plan, the Participant may request the acceleration of such payments for the unforeseeable emergency. The Committee may accelerate such payments only to the extent necessary to meet the unforeseeable emergency. 7.06 PAYMENT OPTIONS. Subject to the requirements of Section 7.07 and Section 7.08, Plan benefits will be paid in the form elected by the Participant or Beneficiary, as permitted below, prior to the time benefits become payable from the Plan: (a) Lump sum cash payment; or (b) Installment payments in monthly, quarterly, semi - annual, or annual amounts over a period to be determined by the Participant or Beneficiary, but not extending beyond the life expectancy of the Participant or Beneficiary. Any payment option must be elected by the Participant before the first permissible payment date under the Plan and agreed to by the Committee; and, such payment option must satisfy the minimum distribution requirements of Code section 401(a)(9) and the Income Tax Regulations under Code section 401(a)(9) and be permitted by the Contract, if any. If no form of payment has been elected, benefits will be paid in the form of a lump sum cash payment. If permitted by the Contract, if any, and /or the Committee, for any year, the Participant can elect the distribution of a greater amount than that provided under the form of payment that was selected (not to exceed the amount of the Participant's remaining Account Balance). 7.07 COMPLIANCE WITH DISTRIBUTION REQUIREMENTS OF THE CODE. Notwithstanding anything herein to the contrary, Plan benefits that are payable to a Participant or Beneficiary shall commence and be paid in accordance with the following required minimum distribution rules. All distributions of Plan benefits shall be made in accordance with Code section 401(a)(9) and with the Income Tax Regulations under Code section 401(a)(9), including the minimum incidental benefit requirements of Code section 401(a) (9)(G). (a) Time and Manner of Distribution. (1) Required Distribution Date. The Participant's entire Account will be distributed, or begin to be distributed, to the Participant no later than the Participant's Required Distribution Date. (2) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire Account will be distributed, or begin to be distributed, no later than as follows: (A) 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 if later. (B) 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. (C) 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 13 (3) interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (D) If the Participants surviving spouse is the Participant's sole Designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this subparagraph (A)(2), other than subparagraph (A)(2)(a) above, will apply as if the surviving spouse were the Participant. For purposes of this subparagraph (a)(2) and paragraph (c) below, unless this subparagraph (a)(2)(D) applies, distributions are considered to begin on the Participant's Required Distribution Date. If this subparagraph (a)(2)(D) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under subparagraph (a)(2)(A) above. If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant's Required Distribution Date (or to the Participant's surviving spouse before the date distributions are required to begin to the surviving spouse under subparagraph (a)(2)(A) above), the 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 Required Distribution Date, as of the first Distribution Calendar Year distributions will be made in accordance with paragraphs (b) and (c) of this Section 7.07. 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 Income Tax Regulations thereunder. (b) 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: (A) the quotient obtained by dividing the Participant's Account by the distribution period in the Uniform Lifetime Table set forth in Income Tax Regulation section 1.401(a)(9) -9, using the Participant's age as of the Participant's birthday in the Distribution Calendar Year; or (B) 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 by the number in the Joint and Last Survivor Table set forth in Income Tax Regulation section 1.401(a)(9) -9, 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 Reauired Minimum Distributions Continue Throuah Year of Participant's Death. Required minimum distributions will be determined under this paragraph (b) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant's date of death. (c) Required Minimum Distributions After Participant's Death. (1) Death On or After Date Distributions Begin. 14 (A) 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 by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant's Designated Beneficiary, determined as follows: (i) (2) Death Before Date Distributions Begin. The Participants remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent calendar year. (ii) If the Participant's surviving spouse is the Participant's sole Designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For Distribution Calendar Years after the year of the surviving spouse's death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar year. (iii) If the Participant's surviving spouse is not the Participant's sole Designated Beneficiary, the Designated Beneficiary's remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent calendar year. (B) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant's death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the Participants Account 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 calendar year. (A) 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 by the remaining life expectancy of the Participant's Designated Beneficiary, determined as provided in subparagraph (c)(1). (B) 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 Participants death. (C) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. if the Participant dies before the date distributions begin, and the Participant's surviving spouse is the Participants sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under subparagraph (a)(2)(A), this subparagraph (c)(2) will apply as if the surviving spouse were the Participant. (d) Definitions. For purposes of this Section 7.07, the following terms shall have the following meaning: (1) (3) (5) Designated Beneficiary. The individual who is designated as the Beneficiary under Section 7.13 of the Plan and who is also a designated beneficiary under Code section 401(a)(9) and Income Tax Regulation section 1.401(a)(9) -1, Q &A -4. (2) Distribution Calendar Year. A calendar year for which a minimum distribution is required for a Participant. For distributions beginning before the Participant's death, the first Distribution Calendar Year is the Calendar Year immediately preceding the Participant's Required Distribution Date. For distributions beginning after the Participant's death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Section 7.07(a)(2). The required minimum distribution for the Participant's first Distribution Calendar Year will be made on or before the Participant's Required Distribution Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant's Required Distribution Date occurs, will be made on or before December 31 of that Distribution Calendar Year. Life Expectancy. Life expectancy as computed by use of the Single Life Table in Income Tax Regulation section 1.401(a)(9) -9. (4) Participant's Account. The Participant's nonforfeitable Account as of the last valuation date of the Plan 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 for the valuation calendar year includes any amounts 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 Distribution Date. The Required Distribution Date is the April 1 following the later of (a) the calendar year in which the Participant attains age 70Y2, or (ii) the calendar year in which the Participant incurs a Severance from Employment. 7.08 DISTRIBUTION OF SMALL ACCOUNT. Notwithstanding anything in this Article 7 to the contrary, if the value of a Participant's Account at the time of the first permissible payment date under the Plan does not exceed $5,000 (excluding any portion of the Account that is attributable to the Participant's rollover contributions pursuant to Section 4.05), the only form of payment shall be a single lump sum payment and such amount shall be distributed as soon as administratively practicable, if the Participant does not make an election to receive such Account. In the event of a mandatory distribution on or after March 28, 2005, that is greater than $1,000 (including any portion of the Account that is attributable to the Participant's rollover contributions under Section 4.05), 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 16 directly, then the Trustee will pay the distribution in a direct rollover to an individual retirement plan designated by the Committee. Notwithstanding any provision in this Plan to the contrary, a Participant may elect to receive a distribution of his entire Account before his Severance From Employment provided that (1) the value of the Participant's Account does not exceed $5,000 (excluding any portion of the Account that is attributable to the Participant's rollover contributions pursuant to Section 4.05); (2) no Deferred Compensation Contributions have been made under the Plan by or for the Participant during the two (2) year period ending on the date of such distribution; and (3) there has been no prior distribution under the Plan to the Participant pursuant to this Section 7.08. 7.09 WITHHOLDING AND FACILITY OF PAYMENT. All benefit payments from the Plan shall be subject to all tax payment and withholding requirements of federal, state and local tax laws, and the Employer shall withhold from each benefit payment to its Employees and remit to the proper governmental agency all income, FICA, or other taxes which are required to be withheld from such payment. If a benefit is payable to a minor or person declared incompetent, any payment due to such person under the Plan (unless prior claim therefor shall have been made by a duly authorized guardian or other legal representative) may be paid to the guardian, conservator, legal representative or person having care or custody of such minor or incompetent person, and such payment shall completely discharge the Plan, the Trustee, the Custodian, the Committee, and the Employer from all liability with respect to such benefit payment. 7.10 TRANSFER OF ACCOUNT TO GOVERNMENTAL 457(b) PLAN. In accordance with the requirements of Code section 457 and pursuant to such rules and regulations as may be promulgated by the Committee, the Committee may permit a class of Participants or Beneficiaries to elect to have all or any portion of the amount credited to their Account transferred to an eligible governmental deferred compensation plan (within the meaning of Income Tax Regulation Section 1.457 -2(f)) maintained by another governmental employer, if: (a) the other employer's eligible deferred compensation plan provides for the acceptance of plan -to -plan transfers with respect to Participants and Beneficiaries and for each Participant and Beneficiary to have an amount deferred under the other plan immediately after the transfer at least equal to the amount transferred; (b) the Participant or Beneficiary and the other employer have signed such agreements and releases as are required by the Committee to assure that the Plan's liability to pay benefits to the Participant has been discharged and assumed by the other employer; (c) The Participant or Beneficiary whose amounts deferred are being transferred will have an amount deferred immediately after the transfer at least equal to the amount deferred with respect to that Participant immediately before the transfer; and (d) The Participant or Beneficiary whose amounts deferred are being transferred has had a Severance from Employment and is performing services for the employer maintaining the transferee plan; provided, however, this Section 7.10(d) is not required to be satisfied if: (1) all of the assets held by the Plan are transferred; (2) the transfer is to another eligible deferred compensation plan maintained by a state entity within the same state; and (3) the Participant whose deferred amounts are being transferred are not eligible for additional contributions in the transferee plan unless they are performing services for the entity maintaining the transferee plan. 17 The Committee shall require such documentation from the other eligible deferred compensation plan as it deems necessary to effectuate the transfer, to confirm that such plan is an eligible deferred compensation plan within the meaning of Code section 457(b), and to assure that the transfer will be accepted by such plan. Such transfers shall be made only under such circumstances as are permitted under Code section 457 and the regulations thereunder. Upon the transfer of assets under this Section 7.10, the Plan's liability to pay benefits to the Participant or Beneficiary under this Plan shall be discharged to the extent of the amount so transferred for the Participant or Beneficiary. 7.11 PERMISSIVE SERVICE CREDIT TRANSFERS. If a Participant is also a participant in a tax - qualified defined benefit governmental plan (as defined in Code section 414(d)) that provides for the acceptance of plan -to -plan transfers with respect to the Participant, then the Participant may elect to have any portion of the Participant's Account transferred to the defined benefit governmental plan. A transfer under this Section 7.11 may be made before the Participant has had a Severance from Employment. A transfer may be made under this Section 7.11 only if the transfer is either for the purchase of permissive service credit (as defined in Code section 415(n)(3)(A)) under the receiving defined benefit governmental plan or a repayment to which Code section 415 does not apply by reason of Code section 415(k)(3). 7.12 ROLLOVER DISTRIBUTION. Subject to such rules and regulations as may be established by the Committee which are consistent with Income Tax Regulations issued under Code section 401(a)(31), a Participant or other distributee may elect, at the time and in the manner prescribed by the Committee, 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 these purposes, the following terms are defined as follows: (a) Eligible rollover distribution: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code section 401(a)(9); and any distribution which is made upon hardship of the Employee. (b) Eligible retirement plan: An eligible retirement plan is an individual retirement account described in Code section 408(a), an individual retirement annuity described in Code section 408(b), an annuity plan described in Code section 403(a), a qualified trust described in Code section 401(a), an annuity contract described in Code section 403(b), or 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 and which agrees to separately account for amounts transferred into such plan from this Plan. 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 the alternate payee under a qualified domestic relations order, as defined in Code section 414(p). For purposes of a distribution on behalf of a Designated Beneficiary (as defined in Section 7.07(d)(1)) who is not a spouse or former spouse of the Participant, "eligible retirement plan" shall mean an individual retirement account described in Code section 408(a) or an individual retirement annuity described in Code section 408(b) established for the purpose of receiving a distribution on behalf of the Designated Beneficiary and that will be treated as an inherited IRA pursuant to the provisions of Code section 402(c)(11). 18 (c) Distributee: A distributee includes a Participant or former Participant, and the Participant's surviving spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code section 414(p). Distributee shall also include a Participant's Designated Beneficiary (as defined in Section 7.07(d)(1)) who is not the Participant's surviving spouse or former spouse. (d) Direct Rollover: A direct rollover is a payment by the Plan to the eligible retirement Plan specified by the distributee. 7.13 BENEFICIARY DESIGNATION. Each Participant shall have the right, at any time, to designate any person or persons as Beneficiary or Beneficiaries (both primary as well as contingent) to whom payment under this Plan shall be made in the event of Participant's death prior to complete distribution of the benefits due to the Participant under the Plan. Any Beneficiary designation may be changed by a Participant by the written filing of such change on a form prescribed by the Committee. The filing of a new Beneficiary designation form will cancel all Beneficiary designations previously filed. If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant, then the Participant's designated Beneficiary shall be deemed to be the person or persons surviving Participant in the first of the following classes in which there is a survivor, share and share alike: (a) The Participant's surviving spouse; (b) The Participant's surviving children, including adopted children, in equal shares. (c) The Participant's living parents in equal shares. (d) The personal representative (executor or administrator) of the Participant's estate. If a Beneficiary of the Participant should die after the Participant but before the complete distribution of the amount credited to such Beneficiary under the Account, the remaining balance of the Account shall be paid in a single lump sum payment to any secondary Beneficiary designated by the Participant in his or her Beneficiary designation on file with the Committee or, in the absence of a secondary Beneficiary designation, to the estate of the deceased Beneficiary. Payment of the Plan's benefit to the designated or deemed Beneficiary shall completely discharge the Employer's obligations under this Plan. ARTICLE 8 ADMINISTRATION 8.01 ADVISORY COMMITTEE. This Plan shall be administrated by an Advisory Committee of one or more members appointed by the Employer. The Committee shall have the sole responsibility and authority for the administration of this Plan, which responsibility is specifically described in this Plan. It is intended that the Committee shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under this Plan and generally shall not be responsible for any act or failure to act by the Employer. The Committee shall have the discretionary power and authority to adopt, interpret, alter, amend, or revoke rules and procedures necessary to administer the Plan, to delegate ministerial duties, and to employ such outside professionals as may be required for prudent administration of the Plan. The Committee shall also have the authority to enter into agreements on behalf of the Employer as may be necessary to implement the Plan. In extension and not in limitation of the foregoing, the Committee shall have the following discretionary powers and duties: 19 (a) To determine the rights of eligibility of an Employee to participate in the Plan, and the value of a Participant's Account; (b) To determine all questions of fact as to age, Years of Service, Compensation, termination of employment, Normal Retirement Ages, and similar items based upon records made available by the Employer; to certify such facts to the Trustee; and to determine any other facts which may be necessary for the Trustee properly to carry out the terms of the Plan and Trust; (c) To adopt rules of procedure and regulations necessary for the proper and efficient administration of the Plan provided the rules are not inconsistent with the terms of this Plan and Trust; (d) To interpret and construe, in its discretionary authority, and to enforce the terms of the Plan and the rules and regulations it adopts, and determine all questions arising in the interpretation and application of the Plan, and all such determinations shall be conclusive and binding on all persons, subject, however, to the provisions of the Code; (e) To direct the Trustee as respects the crediting and distribution of the Accounts under the Trust; (f) To review and render decisions respecting a claim for (or denial of a claim for) a benefit under the Plan; (g) To furnish the Employer with information which the Employer may require for tax or other purposes; (h) To engage the service of agents whom it may deem advisable to assist it with the performance of its duties; (i) To engage the services of an investment manager or managers, each of whom will have full power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition or disposition) of any Plan asset under its control; 8.02 ACCOUNTS. The Committee shall provide each Participant as of the end of each Plan Year a report showing the current value of his or her Account. More frequent reports of the value of the Account may be provided at the Committee's discretion. 8.03 AMENDMENT OF PLAN. The Plan and Trust may be amended, in writing, by the Employer at any time, in whole or in part. However, except as may be required by law, no such amendment will affect the rights of Participants or Beneficiaries with respect to Deferred Compensation Contributions made before the amendment is adopted. 8.04 TERMINATION OF PLAN. The Plan may be terminated, in whole or in part, in writing, by the Employer at any time. In this event, all Joinder Agreements will be terminated and Deferred Compensation Contributions will cease. Plan benefits will be paid as provided in Article 7 after the termination of the Plan. In the event the Plan is terminated, the Employer may distribute all Accounts to Participants as soon as administratively practicable after the termination of the Plan. Such distribution may include eligible rollover distributions (as described in Section 7.12). Alternatively, in the event the Plan is terminated, the Employer may transfer such Deferred Compensation Contributions, and earnings thereon, to another governmental plan in accordance with Section 7.10. 8.05 ASSIGNMENT OF BENEFITS. Except as provided in Section 8.06, no Participant or Beneficiary will have any right to commute, sell, assign, pledge, transfer or otherwise convey or encumber the 20 right to receive any payments hereunder, which payments and rights are expressly declared to be nonassignable and nontransferable; nor will any unpaid benefits be subject to attachment, garnishment or execution, or be transferable by operation of law in event of bankruptcy or insolvency, except to the extent otherwise required by law. 8.06 DOMESTIC RELATIONS ORDER. Notwithstanding the provisions of Section 8.05, the Plan shall comply with any directions set forth in a qualified domestic relations order meeting the requirements of Code section 414(p); provided, however, no benefits will be paid, assigned, or set aside for any person who is an eligible alternate payee unless and until the Plan has received such releases and benefit waivers from the Participant or alternate payee as the Employer or Committee may deem necessary or appropriate to protect the Plan, the Trustee and the Employer from any claims which may arise as a result of the Plan complying with the provisions of any qualified domestic relations order. In no event shall the Plan recognize any domestic relations order which alters, changes or provides for a form of benefit not otherwise provided under the Plan, increases benefits not otherwise provided by the Plan, or accelerates or defers the time of payment of Plan benefits, except to the limited extent allowed under Code section 414(p). Notwithstanding the foregoing, a qualified domestic relations order may require an immediate distribution of benefits to an alternate payee even though the Participant is not eligible to receive a distribution of Plan benefits under the Plan. If an alternate payee receives rights to amounts in a Participant's Account under a domestic relations order, the amount so awarded to the alternate payee shall be set aside in a separate Account for the benefit of the alternate payee until it is distributed in compliance with the Plan and the qualified domestic relations order. Until the separate Account of the alternate payee is completely distributed, the alternate payee shall be subject to and the separate Account shall be held, administered and invested in accordance with all applicable terms and provisions of this Plan and Trust, except that the alternate payee shall direct the investment of the separate Account pursuant to the provisions of Section 6.04, if applicable. The Participant's Account under the Plan shall be reduced by the amount set aside or paid to any alternate payee under a qualified domestic relations order. The Committee shall establish procedures in accordance with Code section 414(p) for determining the qualified status of a domestic relations order served upon the Plan. The Plan and the Committee shall follow all applicable procedures set forth in Code section 414(p) which apply when a domestic relations order is received, including issuing appropriate instructions to the Trustee and any Vendor with respect to segregating amounts in separate accounts pending the resolution of all matters relating to the domestic relations order and the distribution of Plan benefits with respect thereto. 8.07 RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT. This Plan serves in addition to any other retirement, pension, or benefit plan or system presently in existence or hereinafter established for the benefit of the Employer's employees, and participation hereunder shall not affect benefits receivable under any such plan or system. Nothing contained in this Plan shall be deemed to constitute an employment contract or agreement between any Participant and the Employer or to give any Participant the right to be retained in the employ of the Employer. Nor shall anything herein be construed to modify the terms of any employment contract or agreement between a Participant and the Employer. 8.08 APPLICABLE LAW. This Plan will be construed under the laws of the State of Nebraska and is established with the intent that it meet the requirements of an "eligible state deferred compensa- tion plan" under Code section 457. The provisions of this Plan shall be interpreted wherever possible in conformity with the requirements of Code section 457, as amended. 8.09 GENDER AND NUMBER. Whenever used herein, the masculine gender will include the feminine and the singular will include the plural. 21 8.10 CLAIMS PROCEDURE. The Employer shall make all determinations as to the right of any person to receive benefits under this Plan. In this respect, the Employer may establish reasonable procedures governing the determination of benefits under the Plan, as well as procedures governing the approval of a claim for benefits that was initially denied. 8.11 MISTAKEN CONTRIBUTIONS. If any contribution (or any portion of a contribution) is made to the Plan by a good faith mistake of fact, then within one year after the payment of the contribution, and upon receipt in good order of a proper request approved by the Committee, the amount of the mistaken contribution (adjusted for any income or loss in value, if any, allocable thereto) shall be returned directly to the Participant or, to the extent required or permitted by the Committee, to the Employer. 8.12 PAYMENTS TO MINORS AND INCOMPETENTS. If a Participant or Beneficiary entitled to receive any benefits hereunder is a minor or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, or is deemed so by the Committee, benefits will be paid to such person as the Committee may designate for the benefit of such Participant or Beneficiary. Such payments shall be considered a payment to such Participant or Beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under the Plan. 8.13 REPRESENTATIONS. The Employer does not represent or guarantee that any particular federal or state income, payroll, personal property or other tax consequence will result from participation in this Plan. Furthermore, the Employer does not represent or guarantee successful investment of Deferred Compensation Contributions and shall not be required to restore any loss which may result from such investment or lack of investment. 8.14 TELEPHONIC AND ELECTRONIC MEDIA. The Employer, Committee and Trustee may use telephone or electronic media to satisfy any administrative duty or notice requirements required by this Plan, to the extent permissible under the Code or Income Tax Regulations (or other generally applicable guidance). The Committee and Trustee may also use telephonic or electronic media to conduct Plan transactions, such as enrolling Participants, electing and changing investment directions, and other Plan transactions to the extent permissible under the Code or Income Tax Regulations. ARTICLE 9 TRUST AND TRUSTEE POWERS AND DUTIES 9.01 TRUST FUND. In accordance with Code section 457(g), this Plan and Trust creates and establishes a Trust fund to hold all assets of the Plan for the exclusive benefit for the Participants and Beneficiaries. 9.02 TRUSTEE POWERS AND DUTIES. The Trustee shall act as official custodian of the cash, securities, and other assets of the Trust not in the custody of the financial institution under contract to invest the Trust or under agreement to safekeep Plan assets, and shall provide or make arrangements for adequate safe deposit facilities for the preservation of such assets subject to the direction of the Committee, and shall receive all contributions made to the Plan and provide for all transfers of cash and money necessary for investment of the Trust; provided, however, the payment of any money to Participants, beneficiaries, or for the expenses of the Plan shall be payable only upon the direction of the Trustee and all deposit and withdrawal agreements with outside financial institutions handling Plan assets shall require that Plan assets and moneys may be withdrawn only upon the direction of the Trustee. The Trustee shall keep and maintain adequate records of the investments of the Trust and shall be responsible for maintaining the Participant Accounts. The Trustee shall, to the extent required by the Employer, furnish a surety bond payable to the Plan and /or Employer in such amount as may be acceptable to the Employer insuring the Trustee's duties and responsibilities hereunder. The cost of any such bond shall be paid by the Employer. 22 In addition to the preceding provisions of this Section 9.02, the Trustee shall have the following powers, rights, and duties: (a) To apply for and invest all or any part of the asset of the Trust in Contracts or other investment options offered by a Vendor selected by the Employer or, if delegated such duty by the Employer, the Committee, and to purchase or subscribe for any securities or other property and to retain the same in trust. (b) To sell, exchange, convey, transfer or otherwise dispose of any securities or other property held by the Trustee, by private contract or at public auction. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition. (c) To vote any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities; to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust fund. (d) To cause any securities, Contracts, or other property held as part of the Trust Fund, to be registered in the name of the Trustee or in the name of the Trustee's nominee. (e) To borrow or raise money for the purpose of the Trust in such amount, and upon such terms and conditions as the Trustee shall deem advisable; for any sums so borrowed, to issue its promissory note as Trustee; to secure the repayment thereof by pledging all, or any part, of the Trust fund; and no person lending money to the Trustee shall be bound to see to the application of the money loaned or to inquire into the validity, expediency or propriety of any such borrowing. (f) To make, execute, acknowledge and deliver any and all deeds, assignments, conveyances, and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted. (g) To settle, compromise, abandon, or submit to arbitration, any claims, debts, or damages due or owing to, or from, the Trust fund; to commence or defend suits or legal or administrative proceedings; and to represent the Trust fund in all suits, legal and administrative proceedings. (h) To employ suitable agents and counsel (who may be counsel to the Employer), and pay their reasonable expenses and compensation. (i) To make, or cause to be made, proper application for any Contracts to be purchased as herein provided, to purchase such Contracts, to hold all such Contracts in trust pursuant to the terms of this Trust. (j) With respect to the Contracts held for the benefit of Participants hereunder, to sell or assign such Contracts, to receive all dividends thereon, to surrender such Contracts for cash, to change and successively change the Beneficiary or Beneficiaries named in such Contracts, to designate methods of payment and distribution or settlement of the proceeds and values thereof, to convert Contracts 23 from one form to another, and otherwise to exercise all the rights and privileges of ownership of such Contracts. (k) To do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust fund and to carry out the purposes of this Trust. 9.03 TRUSTEE FEES AND EXPENSES TO BE PAID FROM TRUST FUND. The Trustee shall not receive any compensation for services as Trustee. The Trustee may pay from the Trust fund all fees and expenses reasonably incurred by the Plan, to the extent such fees and expenses are for the ordinary and necessary administration and operation of the Plan, unless the Employer pays the fees and expenses. Any fee or expense paid, directly or indirectly, by the Employer is not an Employer contribution to the Plan, provided the fee or expense relates to the ordinary and necessary administration of the Trust fund. 9.04 TAXES AND EXPENSES. All expenses of the Trust, other than the direct transaction and investment expenses which are charged against the Participant Accounts pursuant to Section 6.04, shall be paid from the assets of the Trust unless otherwise paid by the Employer. All taxes of any kind or description which may be assessed against or in respect of the Trust fund shall be paid from the Trust. All such expenses and taxes payable by the Trust shall be proportionately charged and assessed against the Accounts of the Participants. 9.05 PAYMENT OF BENEFITS. Benefits from the Plan may be made by the Trustee or by a Vendor at the direction of the Employer. The Trustee shall not be liable with respect to any distribution of Trust assets made at the direction of the Employer. 9.06 RECORDS AND STATEMENTS. The Trustee, or its designee, shall maintain accurate records of all receipts, investments, disbursements, and other transactions on behalf of the Plan and Trust performed in its capacity as Trustee. The Trustee's records shall be open to inspection at any time by the Committee and the Employer. The Trustee shall furnish to the Employer or, if applicable, the custodian, on a timely basis all information and records necessary for the preparation by the Employer of all reports, returns and information required under the Code or any other laws applicable to the Plan. The Trustee shall have no further duty to account or report to the Employer, the Participants or any other person except as may be specifically required by law. 9.07 PARTIES TO LITIGATION. Unless otherwise required by law, no Participant or Beneficiary is a necessary party or is required to receive notice of process in any court proceeding involving the Plan, the Trust or any fiduciary of the Plan. Any final judgment entered in any proceeding will be conclusive upon the Employer, the Plan Administrator, the Committee, the Trustee, and the Participants and Beneficiaries. 9.08 PROFESSIONAL AGENTS. The Trustee may employ and pay from the Trust fund reasonable compensation to agents, attorneys, accountants and other persons to advise the Trustee as in its opinion may be necessary. The Trustee may delegate to any agent, attorney, accountant or other person selected by it any non - Trustee power or duty vested in it by the Plan, and the Trustee may act or refrain from acting on the advice or opinion of any agent, attorney, accountant, or other person so selected. 9.09 THIRD PARTY. No person dealing with the Trustee is obligated to see to the proper application of any money paid or property delivered to the Trustee, or to inquire whether the Trustee has acted pursuant to any of the terms of the Plan. Each person dealing with the Trustee may act upon any notice, request or representation in writing by the Trustee, or by the Trustee's duly authorized agent, and is not liable to any person in so acting. The certificate of the Trustee that it is acting in accordance with the Plan will be conclusive in favor of any person relying on the certificate. 24 9.10 INTERIM DUTIES AND SUCCESSOR TRUSTEE. Each successor Trustee succeeds to the title to the Trust vested in its predecessor upon election or appointment as the City Treasurer. The former City Treasurer shall, upon his or her removal as Trustee, execute all documents and do all acts necessary to vest the title of record in any successor Trustee. Each successor Trustee has and enjoys all of the powers, both discretionary and ministerial, conferred under this Agreement upon his predecessor. A successor Trustee is not personally liable for any act or failure to act of any predecessor Trustee. IN WITNESS WHEREOF, the City of Blair, Nebraska, as the Employer, and the Trustee have caused this amended and restated plan document for the City of Blair, Nebraska Employees Retirement Plan to be executed by its duly authorized officer(s) this /0 day of Cad t , 2008, effective July 1, 2008. CITY OF BLAIR, NEBRASKA, Employer By: TRUSTEE dvyj &S /egJpj1 , /`7 CtvOt? Printed Name Title Treasurer of the City of Blair, Nebraska e6 WA Printed Name 25