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2013-21RESOLUTION NO. 2013 - 21 COUNCIL MEMBER RYAN INTRODUCED THE FOLLOWING RESOLUTION: BE IT RESOLVED BY THE MAYOR AND THE CITY COUNCIL OF BLAIR, 1. Adoption of Amended and Restated Civilian Employees' Pension Plan for Employees of the City of Blair: NOW, BE IT RESOLVED, that in order to adopt the amendments required for tax - qualified retirement plans under the Pension Protection Act of 2006, the Heroes Earnings Assistance and Relief Tax Act of 2008, and the Worker, Retiree, and Employer Recovery Act of 2008, and all other tax laws enacted since the Plan was last amended, as such laws apply to government plans, and to make certain other amendments to the City of Blair, Nebraska Civilian Employees' Pension Plan (the "Plan ") as required by applicable tax laws and regulations, the Plan shall be, and it hereby is, amended and restated effective January 1, 2013, in the form of the Plan document submitted at this meeting and by this reference made a part of this resolution. 2. Authorizations: 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 any and 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, restate, and administer the aforesaid Plan, including such actions as may be necessary or appropriate to achieve and maintain tax qualification of the aforesaid Plan under Section 401(a) of the Internal Revenue Code of 1986, as amended. COUNCIL MEMBER RYAN MOVED THAT THE RESOLUTION BE ADOPTED AS READ, WHICH SAID MOTION WAS SECONDED BY COUNCIL MEMBER KEPHART. UPON ROLL CALL, COUNCIL MEMBERS KEPHART, RYAN, CHRISTIANSEN, JENSEN, HALL, AND ANDERSEN VOTING "AYE" AND COUNCIL MEMBERS NONE VOTING "NAY ", THE MAYOR DECLARED THE FOREGOING RESOLUTION PASSED AND APPROVED THIS 28 DAY OF MAY, 2013. CITY OF BLAIR, NEBRASKA J A J. 1GIE E. REALPH, MAY R —1— ATTEST: BRENDA R. WHEELER, CITY CLERK (SEAL) STATE OF NEBRASKA ) ) :ss: WASHINGTON COUNTY ) 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 28th day of May, 2013. BRENDA R. WHEELER, CITY CLERK Page ARTICLEI DEFINITIONS ... .................................................................................... .............................. 1.01 "PLAN" .............................................:................................................................ .............................. 1.02 "EMPLOYER" .................................................................................................. .............................. 1.03 " TRUSTEE" ...................................................................................................... .............................. 1.04 "PLAN ADMIlNISTRATOR" .......... ............................... .................................. ..............................1 1.05 "ADVISORY COMMITTEE" .......................................................................... .............................. 1.06 "EMPLOYEE" ............................................:..................................................... .............................. 1.07 "PARTICIPANT" .:.............................................. ............................... .............. ..............................2 1.08 "BENEFICIARY" ............................................................................................. .............................. 1.09 " COMPENSATION" ........................................................................................ .............................. 1.10 "ACCOUNT" . ............................... ................................................................ .............................. 1.1.1 "ACCRUED BENEFIT" ................................................................................... .............................. 1.12 "NONFORFEITABLE" .................................................................................... .............................. 1.13 "PLAN YEAR" ........................................................ ............................... ....... ..............................3 1.14 "EFFECTIVE DATE" ...................................................................................... .............................. 1.15 "PLAN ENTRY DATE" ................................................................................... .............................. 1.16 "ACCOUNTING DATE" .................................................................................. .............................. 1.17 "TRUST" .......................................................................................................... .............................. 1.18 "TRUST FUND" ................................................................................................ .............................. 1.19 "NONTRANSFERABLE ANNUITY"............: ................................................ .............................. 1.20 "CODE" ............................................................................................................. .............................. 1.21 " SERVICE" ....................................................................................................... .............................. 1.22 "SEPARATION FROM SERVICE" ................................................................. .............................. 1.23 "HOUR OF SERVICE" .................................................................................... .............................. 1.24 "LEASED EMPLOYEE" ................................................................................... .............................. 1.25 "RELATED PLAN 1.26 "REGULATIONS" ... ......................................... ............................... ............ ..............................4 1.27 "CONTRIBUTIONS" ....................................................................................... .............................. 1.28 "PARTICIPANT REQUIRED CONTRIBUTIONS" OR "REQUIRED CONTRIBUTIONS ......................................................................................... .............................. 1.29 "VALUATION DATE" .................................................................................... .............................. 1.30 "TRUST AGREEMENT ......................................................... .......................... ..............................5 ®Z_ TABLE OF CONTENTS (continued) Page ARTICLE II EMPLOYEE PARTICIPANTS ............................................................ ..............................5 2.01 ELIGIBILITY .................................................................................................... ..............................5 4.02 2.02 PARTICIPATION UPON RE- EMPLOYMENT .............................................. ..............................5 4.03 2.03 EXCLUSION FROM PARTICIPATION .......................................................... ..............................5 4.04 2.04 BREAK IN SERVICE - PARTICIPATION ..................................................... ..............................6 ARTICLE V TERMINATION OF SERVICE AND PARTICIPANT VESTING .... ........ .....................13 2.05 ELECTION NOT TO PARTICIPATE ............................................................. ..............................6 NORMAL RETIREMENT AGE ..................................................................... .............................13 2.06 DURATION OF PARTICIPATION ...:........ ............................... ...................... ..............................6 PARTICIPANT DISABILITY OR DEATH .................................................... .............................13 ARTICLE III EMPLOYER CONTRIBUTIONS AND FORFEITURES .................. ..............................6 5.03 3.01 CONTRIBUTIONS ........................................................................................... ..............................6 5.04 3.02 PARTICIPANT REQUIRED CONTRIBUTIONS ........................................... ..............................7 ARTICLE VI TIME AND METHOD OF PAYMENT OF BENEFITS ................... .............................14 3.03 EMPLOYER CONTRIBUTIONS .................................................................... ..............................8 TIME AND FORM OF PAYMENT OF ACCRUED BENEFIT .................... .............................14 3.04 LIMITATIONS ON ALLOCATIONS TO PARTICIPANT ACCOUNTS ...... ..............................8 MINIMUM DISTRIBUTION REQUIREMENTS FOR PARTICIPANTS ..... .............................16 3.05 MULTIPLE PLANS ........................................................................................ .............................10 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS ................ .............................21 3.06 CORRECTION OF EXCESS AMOUNTS ...................................................... .............................10 3.07 'FORFEITURES .... ...............................................................................:........... .............................11 ARTICLE IV PARTICIPANT CONTRIBUTIONS ............. ...................................... ......'......................11 4.01 PARTICIPANT VOLUNTARY CONTRIBUTIONS ..................................... .............................11 4.02 PARTICIPANT ROLLOVER CONTRIBUTIONS ......................................... .............................11 4.03 PARTICIPANT CONTRIBUTION - FORFEITABILITY .............................. .............................12 4.04 PARTICIPANT CONTRIBUTION WITHDRAWAL /DISTRIBUTION ....... .............................12 ARTICLE V TERMINATION OF SERVICE AND PARTICIPANT VESTING .... ........ .....................13 5.01 NORMAL RETIREMENT AGE ..................................................................... .............................13 5.02 PARTICIPANT DISABILITY OR DEATH .................................................... .............................13 5.03 VESTING SCHEDULE ................................................................................... .............................13 5.04 FORFEITURE OCCURS ................................................................................. .............................14 ARTICLE VI TIME AND METHOD OF PAYMENT OF BENEFITS ................... .............................14 6.01 TIME AND FORM OF PAYMENT OF ACCRUED BENEFIT .................... .............................14 6.02 MINIMUM DISTRIBUTION REQUIREMENTS FOR PARTICIPANTS ..... .............................16 6.03 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS ................ .............................21 6.04 DEATH BENEFITS ......................................................................................... .............................22 6.05 MANDATORY CONSENT TO DISTRIBUTIONS ................................ ............................... .....22 -ii- TABLE OF CONTENTS (cu� ltitlt7�d) Page 6.06 CONSENT TO DISTRIBUTION AND WAIVER OF CERTAIN NOTICE PERIODS 9.14 1'1+;I,EPHONIC: AND ELECTRONIC MEDIA ................................................ ............................•28 ART ICLE X INVESTMENT OF TRUST F ...................... 0.,........................ ............................. 10.01 TRU F UN) .. ...........................•... ............................................................ ............................. 10.02 RECEIPT OF CONTRIBUTIONS ................................................................... ............................. 10 .03 INVESTMENT OF 'TRUST FUND .............................................:................... ............................. -iii- FORDISTRIBUTIONS .................................................................................... ............................. ARTICLE VII EMPLOYER ADMINIS'l "RATIVE PROVISI() VS .................... .. ..... ..................... 1.100. �3 7,01 INFORMATION TO COMMITTEE- ...................... I ........ .................................... 23 7 .02 NO LIABILfrY ............................................................................................... ............................. 7.03 INDEMNITY OF CERTAIN FIDUCIARIES ................................................. .............................23 7.04 EMPLOYER./PARTICIPANT DIRECTION OF INVESTMENT .................. .............................24 ARTICLE VIII PARTICIPANT ADMINISTRATIVE PROVISIONS ........................ ......................:......24 8.01 BENEFICIARY DESIGNATION ..........:......................................................... ............................. 8.02 NO 13kNEFICIARY DESIGNATTON/DEATH OF BENEFICIARY .......................... 8.03 PERSONAL DATA TO COMMITTEE ....... • . • ................................. ............................... . ............25 8 .04 ADDRESS FOR NOTIFICATION....... ....................................................... .............................25 8.05 ASSIGNMENT OR ALIENA'I'1CiN .................. ... 1,,,,...,.....•........................ ,.,, ..,,.................... .....25 AKrIC:LE TX ADVISORY COMMITTEE -DUTIES AND RESPONSIBILITIES . .............................25 9.01 MEMBERS' COMPENSATION EXPENSES ......................:......................... ............................. 9.02 TERM ............................................................................................................... ............................. 9.03 POWERS ................................•......................................................................... ............................. 9 .04 GENERAL ....................................................................................................... .......................•..... 9 .05 MANNER OF ACTION ................... . 1., ....................... 0..., , ........ ...................... ............................. 27 9.06 A.UTJ4(=)RTZED REPRESENTATI VE ............................................................. .•.,.........................27 9 .07 INTERESTED MEMBER ..... ...................................................... ... r..,. ....................... ....,,.,,,........ 27 9.08 INDIVIDUAL ACCOUNTS ............................................................................ ......................•...... 9.09 ��,._.,.� .... ................. . .......... T_1 E t );H' PA�TI�:.: trA1v T ' S .H i_: � , �. a rsv �L VA ! _ '� - .- .,.YY. -, ti-.EN—,,I.�� .,.r.....•..e .................. '' . , 9.10 ALLOCATION AND DIST RYBUTION OF NET' INCOME GAIN OR LOSS .......... .. .............•...27 9,11 INDIVIDUAL STATEMENT ......................................................................... ............................. 9 .12 ACCOUNT C11ARGED ...................................................•,............................. ............................. 9.13 CORRECTION OF ERRORS AND OPERATIONAL, DEFECTS .......... • .............................. 0 1, , .2 8 9.14 1'1+;I,EPHONIC: AND ELECTRONIC MEDIA ................................................ ............................•28 ART ICLE X INVESTMENT OF TRUST F ...................... 0.,........................ ............................. 10.01 TRU F UN) .. ...........................•... ............................................................ ............................. 10.02 RECEIPT OF CONTRIBUTIONS ................................................................... ............................. 10 .03 INVESTMENT OF 'TRUST FUND .............................................:................... ............................. -iii- TABLE OF CONTENTS (continued) Page 10 .04 DIRECTED INVESTMENTS ......................................................................... .............................30 10.05 CHANGE IN INVESTMENT DIRECTION ................................................... .............................31 10.06 FUND GAINS AND EXPENSES ................................................................... .............................31 10.07 INVESTMENT ADVISERS ............................................................................ .............................31 10.08 LIABILITY OF FIDUCIARY ........................................................ ............................... ................32 10.09 REGULATED INVESTMENT COMPANY MUTUAL FUNDS .................. .............................32 10.10 TRUSTEE POWERS AND DUTIES .............................................................. .............................32 10.11 INSURANCE CONTRACTS .......................................................................... .............................32 10.12 RECORDS AND STATEMENTS ....................................................:.............. .............................33 10.13 FEES AND EXPENSES FROM FUND .......................................................... .............................33 ARTICLE XI MISCELLANEOUS ........................................ ............................... ..... .............................33 11.01 EVIDENCE ...................................................................................................... ............................. 11.02 NO RESPONSIBILITY FOR EMPLOYER ACTION .................................... ....... .......................33 11.03 FIDUCIARIES NOT INSURERS .................................................................... .............................33 11.04 WAIVER OF NOTICE ..................................................................................... .............................34 11.05 SUCCESSORS ................................................................................................. .............................3 11.06 WORD USAGE ............................................................................................... ............................. 11.07 STATE LAW .............................................:..................................................... ............... ............... 11.08 EMPLOYMENT NOT GUARANTEED ......................................................... .............................34 11.09 QUALIFIED MILITARY SERVICE /TREATMENT OF DIFFERENTIAL WAGE PAYMENTS.................................................................................................... ............................. ARTICLE XII EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION ............ .............................35 ��[[ T4 T1 'TTT 12.01 EX Sr%i • B E N F ..•.•...........•.........••......•••......•........•.... ..•.•.........•• ............... •.••....•.........•....3 J 12 .02 AMENDMENT BY EMPLOYER ................................................................... .............................35 12.03 TERMINATION OR DISCONTINUANCE OF PLAN .................................. .............................35 12.04 MERGER/DIRECT TRANSFER .................................................................... .............................36 -iv- M91015 l . This Plan, known as the .City of Blair, Nebraska Civilian Employees' Pension Plan (the "Plan "), was originally established effective as of April 1, 1996, by the City of Blair, Nebraska and the Trustee of the Plan. The Plan was amended and restated effective January 1, 2008, and has been subsequently amended. The Plan is hereby further amended and restated by the City of Blair, Nebraska to incorporate the applicable changes in tax laws and regulations that have been enacted or promulgated since the Plan was last restated, including the requirements enacted by the Pension Protection Act of 2006, the Heroes Earnings Assistance and Relief Tax Act of 2008, and the Worker, Retiree, and Employer Recovery Act of 2008, and to adopt such additional amendments as required by law or as otherwise determined to be necessary or appropriate by the City of Blair, Nebraska. Except as otherwise specifically provided hereunder, the effective date of this amendment and restatement of the Plan and Trust is January 1, 2013. NOW, THEREFORE, pursuant to its power and authority to amend the Plan, the City of Blair,' Nebraska, as the sponsoring employer of the Plan, does hereby amend, restate, and continue the Plan as sef forth below: ARTICLE 1 1 1.01 "Plan" means the retirement plan maintained by the Employer in the form of this Plan and the separate Trust Agreement establishing the Trust for the Plan, designated as the City of Blair, Nebraska Civilian Employees' Pension Plan. 1.02 "Employer" means the City of Blair, Nebraska. 1.03 "'Trustee" means Delaware Charter Guarantee & Trust Company, which has accepted appointment and agreed to act as Trustee of the Plan pursuant to the Trust Agreement, or any successor in such office who in writing accepts the position of Trustee and assumes the responsibilities of the Trustee under the Trust Agreement. 1.04 "Plan Administrator" is the City Clerk of the Employer unless the Employer designates another person to hold the position of Plan Administrator. 1.05 "Advisory Committee" means the Employer's Advisory Committee as fiom time to time constituted. 1.06 "Employee" means any civilian employee of the Employer 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 Leased Employee or an independent contractor, or the employee of such independent contractor, be an Employee and eligible to participate in the Plan during the period of classification, regardless of the common or tax classification of such person under the work relationship with the Employer 1.07 "Participant"- is an Employee who is eligible to be and becomes a Participant in accordance with the provisions of .Article II. 1.08 "Beneficiary" is a person designated by a Participant pursuant to Article VIII who is or may become entitled to a benefit under the Plan. A Beneficiary who becomes entitled to a benefit under the Plan remains a Beneficiary under the Plan until the Trustee has fully distributed his benefit to him. A Beneficiary's right to (and the Plan Administrator's, the Advisory Committee's or a Trustee's duty to provide to the Beneficiary) information or data concerning the Plan does not arise until such Beneficiary first becomes entitled to receive a benefit under the Plan. 1.09 "Compensation" Any reference in this Plan to Compensation is a reference to the definition in this Section 1.09, unless the Plan reference specifies a modification to this definition. The Advisory Committee will take into account only Compensation actually paid for the relevant period. A Compensation payment includes Compensation paid by the Employer to an Employee through another person under the common paymaster provisions of Code § §3121(5) and 3306(p). (A) General Definition of Compensation. All wages for federal income tax withholding purposes, as defined under Code §3401(a) (for purposes of income tax withholding at the source), plus amounts that would be included in wages but for an election under Code §§ 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), or, 457(b), and disregarding any rules limiting the remuneration included as wages based on the nature or location of the employment or the services performed. (B) Definition of Compensation for Allocation Purposes. To determine a Participant's contribution allocation under Sections 3.02 and Compensation means the general definition of Compensation described in Section 1.09(A) that is paid to an Employee during that portion of the Plan Year that he is a Participant, but excluding other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation, and welfare benefits. (C) Limitations on Compensation. The Advisory Committee must take into account no more Compensation than .the Compensation Limitation prescribed by Code §401(a)(17)(B). The Compensation Limitation is $200,000 (as adjusted after December 31 2001, for increases in the cost of living in accordance with Code §401(a)(17)). The Compensation Limitation in effect for any Plan Year (or for any 12 -month Compensation period) is the Compensation Limitation in effect at the beginning of that Plan Year (or other 12 -month period). For a Plan Year (or other Compensation measuring period) of N less than 12 months, the Compensation Limitation is a prorated dollar amount, determined by multiplying the Compensation Limitation by a fraction equal to the number of months in the short period divided by 12. 1.10 "Account" means the separate account(s) which the Advisory Committee or the Trustee maintains for a Participant under the Plan. 1.11 "Accrued Benefit" means the amount standing in a Participant's "Account(s) as of any date derived from both Employer contributions and Employee contributions, if any. 1.12 "Nonforfcitablc" means a Participant's or Beneficiary's unconditional c_lai_rn, legally enforceable against the Plan, to the Participant's Accrued Benefit. 1.13 "Plan Year" means the fiscal year of the Plan, a twelve (12) consecutive month period beginning every January 1 St and ending every December 31 1.14 " Effective ate' of this amended and restated Plan is, except as otherwise specifically stated, January 1, 2013. 1.15 "Plan Entry Date" means the date an Employee becomes eligible to participate in the Plan in accordance with Section 2.01. 1.16 "Accounting ate" is the last day of the Plan Year. Unless otherwise specified in the Plan, the Advisory Committee will make Plan allocations for all Participants as of the lasi day of each calendar quarter. 1.17 "Trust" means the separate Trust created under the Plan. 1.18 "Trust Fund" means all property of every kind held or acquired by the Trustee under the Plan. 1.19 "Nontransferable Annuity" means an annuity which by its terms provides that it may not be sold, assigned, discounted, or pledged as collateral for a loan or security for the of an obligation. or for any nu " " r oSe to any person other than the insurance company. tJ V11V1111.111V "" d 1 If the Plan distributes an annuity contract, the contract must be a Nontransferable Annuity. 1.20 "Code" mean's the Internal Revenue Code of 1986 as amended. Reference to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements, or supersedes said section. 1.21 "Service means any period of time the Employee is in the employ of the Employer, including any period the Employee is on an unpaid leave of absence authorized by the Employer under a uniform, nondiscriminatory policy applicable to all Employees. An absence due to service in the Armed Forces of the United States during any period of qualified military service as defined in Code § 414(u)(5) shall be considered a leave of absence provided that the Employee shall have directly entered into such Armed Forces and shall have made application for re-employment within the applicable time period required under the Uniformed Services Employment and Re- employment Rights Act of 1994 after discharge or release from qualified Military service. 1.22 "Separation from Service" means the Employee no longer has an employment relationship with the Employer maintaining this Plan. 1.23 "Hour of Service" means each Hour of Service for which the Employer, either directly or indirectly, pays an Employee, or for which the Employee is entitled to payment, for the performance of duties. The Advisory Committee credits Hours of Service under this paragraph to the Employee for the computation period in which the Employee performs the duties, irrespective of when paid. The Employer will credit every Employee with Hours of Service on the basis of the "actual" method. For purposes of the Plan, "actual" method means the determination of Hours of Service from records of hours worked and hours for which the Employer makes payment or for which payment is due from the Employer. 1.24 "Leased Employee" A Leased Employee is an individual (who otherwise is not an Employee of the Employer) who, pursuant to a leasing agreement between the Employer and any other person, has performed services for the Employer (or for the Employer and any persons related to the Employer determined in accordance with Code § 414(n)(6)) on a substantially full time basis for at least one year provided such services are performed under the primary direction or control by the Employer. If a Leased Employee is treated as an Employee by reason of. this Section - 1.24, "Compensation" includes Compensation from the leasing organization which is attributable to services performed for the Employer 1.25 "Related Plan" means any other defined contribution plan (as defined in Code § 415(k)) maintained by the Employer or by any other corporation or entity that is, along with the Employer, a member of a controlled group of corporations as defined in Code § 414(b), trades or businesses under common control as defined in Code § 414(c), or a member of an affiliated service group as defined in Code § 414(m). 1.26 "Regulations" 1 means the Income Tax Regulations as promulgated by the Secretary of Treasury or a delegate of the Secretary, as amended from time to time. 1.27 "Contributions" means the Participant Required Contributions described in Section 3.02, the Employer Contributions described in Section 3.03, Voluntary Contributions described in Section 4.01, and Rollover Contributions described in Section 4.02. 1.28 "Participant Required Contributions" or "Required Contributions" means Contributions made by the Employer for a Participant through a reduction in the Participant's Compensation pursuant to Section 3.02 that are deemed to be "pick -up" contributions under Code § 414(h). 1.29 "Valuation Date" means each Accounting Date and such other interim valuation date as established by the Advisory Committee pursuant to Section 9.10 or pursuant to Section 10.21. 4 1.30 "Trust Agreement" is the agreement between the Employer and the Trustee, or any . successor Trustee, establishing the Trust for holding, administering, and investing the assets of the Plan and specifying the powers, duties, and authorities of the Trustee. ARTICLE II EMPLOYEE PARTICIPANTS 2.01 ELIGIBILITY Each Employee becomes a Participant in the Plan on the first day of the month (if employed on that date) coincident with or immediately following the later of his completion of 6 months of continuous employment with the Employer or his attainment of age 21. Unless the Employee elects not to participate pursuant to Section 2.05, the Participant shall be deemed to have consented to make the Participant Required Contributions to the Trust described at Section 3.02. 2.02 PARTICIPATION UPON - EMPLOYMENT A former Participant whose employment with the Employer terminates will re -enter the Plan as a Participant on the first day of the month following the date of his re- employment as an Employee. Any Employee who terminates employment prior to satisfying the Plan's eligibility conditions shall, upon reemployment 'with the Employer, become a Participant in accordance with the provisions of Section 2.01 based on the Employee's continuous employment from his reemployment date. 2.03 EXCLUSION FROM PARTICIPATION An Employee is an Excluded Employee and not eligible to become a Participant in the Plan if he is a member of a collective bargaining unit, unless the collective bargaining agreement provides otherwise. An Employee is a member of a collective bargaining unit if he is included in a unit of employees covered -by a collective bargaining agreement between employee representatives and the Employer in which retirement benefits have been the subject of good faith bargaining between such employee representatives and Employer. Any person who is classified by the Employer as a Leased Employee or as an independent contractor (as determined under the Employer's employment tax records), or an employee of an independent contractor shall be an Excluded Employee during the period of such classification. Any person who is a police officer of the City of Blair and an active participant of the City of Blair, Nebraska Blair Police Retirement Plan and Trust shall be an Excluded Employee. If a Participant has not incurred a Separation from Service but becomes an Excluded Employee, then during the period such a Participant is an Excluded Employee, the Advisory Committee will limit that Participant's sharing in the allocation of Employer contributions, if any, under the Plan by disregarding his Compensation paid by the Employer for services rendered in his capacity as an Excluded Employee. However, during such period of exclusion, the Participant, without regard to employment classification, continues to receive credit for vesting under Article V for each included Year of Service and the Participant's Account continues to share fully in Trust Fund allocations under Section 9.10. If an Excluded Employee who is not a Participant becomes eligible to participate in the Plan by reason of a change in employment classification, he'. will participate in the Plan immediately if he has satisfied the eligibility conditions of Section 2.01. and would have been a Participant had he not been an Excluded Employee during his period of Service. 2.04 BREAK IN SERVICE - PARTICIPATION For purposes of participation in the Plan by former Participants the Plan does not apply any break in service rule. 2.05 ELECTION NOT TO PARTICIPATE A Participant may make a one -time irrevocable election to not participate in the Plan by filing a written election with the Plan Administrator not later than 30 days after meeting the eligibility requirements of Section 2.01. A Participant who became a Participant before July 1, 2008, must file a written election with the Plan Administrator, after meeting the eligibility requirements of Section 2.01, to designate the level of his Participant Required Contributions as described in Section 3.02. 2.06 DURATION OF PARTICIPATION A Participant shall continue to be such until the later of (1) the Participant's Separation from Service, of (2) the date all benefits, if any, to which the Participant is entitled under the Plan have been distributed to the Participant from the Plan. A Participant whose regularly scheduled work with the Employer falls below 40 hours per week shall continue to participate in the Plan and shall continue to make Participant Required Contributions until such time that the Participant incurs a Separation from Service or becomes an Excluded Employee (as defined in Section 2.03). ARTICLE III HMPLOYER CONTRIBUTIONS AND FORFEITURES 3.01 CONTRIBUTIONS All Contributions to the Plan shall be paid to the Trustee for investment under segregated investment funds as provided in Article X, but otherwise held and administered as a single Trust Fund. In addition, all funds held under group annuity contracts which served as the funding medium for the Plan shall be held by the Trustee and made part of the Trust Fund in accordance with the terms and conditions of such contracts and pursuant to the Employer's exercise of any transfer options under the contracts. The Trust Fund is established and shall be administered for the exclusive benefit of the Participants and Beneficiaries and no part thereof shall be diverted to other purposes. The Trustee shall create and maintain four (4) separate accounts in the name of each Participant: (A) Participant's Required Contributions Account which shall relate to such Participant's participation in such Account and to which all Participant Required Contributions pursuant to Section 3.02 shall be credited; (B) Employer Contributions Account which shall relate to such Participant's participation in such Account and to which such Participant's share of the Employer's Contribution pursuant to Section 3.03 shall be credited; I , (C) Participant's Voluntary Contributions Account which shall relate to such Participant's participation in such Account and to which all Participant Voluntary Contributions pursuant to Section 4.01 shall be credited; and (D) Participant's Rollover Contributions Account which shall relate to such Participant's participation in such Account and to which all Participant Rollover Contributions pursuant to Section 4.02 shall be credited. Each such Account shall be adjusted to reflect investment gains, losses, and appreciation of the Trust Fund as of the end of each Plan Year and at other Valuation Dates as may be established by the Advisory Committee. The Trustee shall not be required to maintain separate investments for any Account. All amounts transferred to the Trustee from any terminated group annuity contract shall be held in the same Account that such amounts were held or allocated to under the group annuity contract. 3.02 PARTICIPANT REQUIRED CONTRIBUTIONS Each Participant shall make Required Contributions to the Plan by means of payroll deduction maintained by the Employer as follows: (A) Participants Before July 1, 2008. Any Employee who became a Participant before July 1, 2008 shall contribute to the Trust an amount equal to 3 %, 4 %, 5 %, or 6% of the Participant's Compensation for the Plan Year as elected at the date of the Employee's admittance as a Participant. (B) Participants After June 30, 2008. Any Employee who becomes a Participant after June 30, 2008, including a former Participant who is reemployed by the Employer after this date, shall contribute to the Trust an amount equal to 3% of the Participant's Compensation for the Plan Year. Each Participant must make Required Contributions to the Plan as a condition of employment and the rate of such Required Contributions shall not be changed or subject to revocation. No Participant, however, may make Required Contributions subsequent to the date upon which the Participant incurs a Separation from Service. The Employer shall, pursuant to Code § 414(h)(2), pick up Required Contributions deducted from the Compensation of Participants, and the Required Contributions so picked up shall be treated as Employer Contributions for purposes of the federal income tax under the Codc. In no event shall a Participant have the option to directly receive the amount picked up by the Employer in lieu of having such pick up contribution being directly paid to the Trustee by the Employer. . All Required Contributions shall be made by means of payroll deductions. The amounts so deducted shall paid monthly to the Trustee by the Employer and shall be credited to the Participant's Required Contributions Account. In no event shall Required Contributions be paid to the Trust later than the fifteenth (15th) business day of the month following the month in 7 which such Required Contributions were withheld by the Employer from the Participant's Compensation. 3.03 EMPLOYER CONTRIBUTIONS For each Participant who makes Required Contributions, the Employer shall make Employer Contributions to the Trustee which shall be credited to each Participant's Employer Contributions Account. The amount of Employer Contributions to be made for any particular period and with respect to each Participant shall be an amount equal to 100 percent of the Participant's Required Contributions for such period. The Employer may pay its Employer Contribution for each Plan Year in one or more installments, without interest; provided the Employer Contribution shall be paid to the Trust within the time prescribed by the Code or applicable Regulations. . A portion of the Plan assets resulting from Employer Contributions (but not more than the original amount of such Employer Contributions) may be returned to the Employer if the Employer Contributions are made because of a mistake of fact. The amount involved must be returned to the Employer within one (1) year after the date the Employer Contributions are made by mistake of fact. Except as otherwise provided in this Plan, the assets of the Plan shall never be used for the benefit of the Employer and are held for the exclusive purpose of providing benefits . to Participants and their Beneficiaries and for defraying reasonable expenses of administering the Plan. 3.04 LIMITATIONS ON ALLOCATIONS TO PARTICIPANT ACCOUNTS Notwithstanding any other provisions of the Plan, the Annual Addition with respect to any Participant hereunder shall be limited to the Maximum- Annual Addition in accordance with the provisions of Code § 415, and the limitations, adjustments and: other requirements prescribed in Sections 3.04, 3.05, and 3.06 shall at all times comply with the provisions of Code § 415 and the Regulations thereunder, the provisions of which are hereby incorporated herein by this reference. For the purposes of this Section 3.04, the following definitions shall be applicable beginning with the Limitation Year commencing January 1, 2002: (A) "Annual Addition" shall mean, with respect to any Limitation Year, the sum of the following which are actually credited to a Participant's Account(s) as of any date within such Limitation Year: (1) All Employer Contributions, including Participant Required Contributions which are treated as Employer Contributions pursuant to Section 3.02; (2) All forfeitures, if any, allocated to a Participant; (3) The Participant's non - deductible voluntary contributions, if any; (4) Amounts described in Code § § 415(1)(2) and 419A(d); and (5) Allocations under a simplified employee pension plan. Contributions by the Employer are treated as credited to a Participant's Accounts under the Plan for a particular Limitation Year only. if the contributions are actually made to the Plan no later than the fifteenth (15 day of the tenth (10 calendar month following the end of the fiscal year with or within which such Limitation Year ends. . (B) The "Maximum Annual Addition" which shall be permitted during any Limitation Year with respect to any Participant hereunder shall be the lesser of. (1) $40,000 (as such limit may be adjusted on and after January 1, 2002, for increases in costs of living in accordance with Code § 415(d) in effect for that Limitation Year), or (2) 100 percent (100 %) of the Participant's compensation (as defined in subsection (E) below) paid to the Participant by the Employer for such Plan Year (subject to the Compensation limitation of Code § 401(a)(17)(I3)). The limit in subsection (13)(2) above shall not apply to any contribution for medical benefits after a separation from service (within the meaning of Code §§ 401(h) or 419(f)(2)) which is otherwise treated as an Annual Addition.. (C) "Excess Amounts" shall mean the lesser of the excess of the Participant's Annual Addition for the Limitation Year over the applicable Maximum Annual Addition as specified in this Section 3.04. (D) "Limitation Year" shall mean the Plan Year for this Plan. In lieu thereof, the Employer may adopt any other 12 consecutive month period by amending the Plan. If the Employer is a member of a controlled group of corporations, trades or businesses under common control or an affiliated service group (as defined in Code §§ 414(b), (c), or (m)) the election to use a consecutive 12 month period other than the Plan Year must be made by all members of the group that maintains the Plan. (E) "Compensation" shall mean wages within the inearung of Code § 3401(a) (for purposes of income tax withholding at the source) plus amounts that would be included in wages but for an election under Code §§ 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b). Except as provided herein, Compensation for a specified period is the Compensation actually paid or made available (or if earlier, includible in gross income) during such period. Compensation for a Limitation Year shall also include Compensation paid by the later of 2 %2 months after a Participant's severance from employment with the Employer maintaining the Plan or the end of the Plan Year that includes the date of the severance from employment with the Employer, if the payment is regular Compensation for services during the Participant's regular working hours, or Compensation for services outside the Participant's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and absent a severance from employment, the payments would have been paid to the Participant while the Participant continued in employment with the Employer, or constitute payments for unused accrued bona fide sick, vacation, or other leave but only if the Participant would have been able to use'the leave if employment had continued. Any payments not described above shall not be considered Compensation if paid after severance from employment, even if they are paid by the later of 2 1 /2 months after the date of severance from employment or the end of the Plan Year that includes the date of severance from employment, except, payments to an individual who does not currently perform services for the Employer by reason of qualified military service (within the meaning of Section 414(u)(1) of the Internal Revenue Code) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service. Back pay, 'within the meaning of Section 1.415(c)- 2(g)(8) of the Regulations, shall be treated as Compensation for the Limitation Year to which the back pay relates to the extent the back pay represents wages and compensation that would otherwise be included in this definition. If Compensation for any prior determination period is taken into account in determining a Participant's contributions or benefits for the current Plan Year, the Compensation for such prior determination period is subject to the applicable annual compensation limit in effect for that determination period. 3.05 MULTIPLE PLAINS In the event that any Participant is a participant in any other qualified defined contribution plans maintained by the Employer or any trade or business under common control with the Employer during any Limitation Year, the sum of such Participant's Annual Additions under all such qualified defined contribution plans shall be subject to* the limitation set forth in Section 3.04. Any Excess Amounts which result during a Limitation Year shall be deemed to have occurred under the other qualified defined contribution plans before being deemed to have resulted from contributions allocated to a Participant's account under. this Plan. 3.06 CORRECTION OF EXCESS AMOUNTS If in any Limitation Year an Excess Amount should result for any Participant, then such Excess Amount may be corrected in accordance with the Employee Plans Compliance Resolution System ( "EPCRS ") as set forth in IRS Revenue Procedure 2013 -12 or any superseding guidance, including but not limited to the Income Tax Regulations under Section 415 of the Internal Revenue Code. 10 3.07 FORFEITURES The portion of any Participant's Account balance that is forfeited pursuant to Section 5.04 shall be applied as a credit for and used to reduce the current or future Employer Contributions as described in Section 3.03. ARTICLE 4.01 PARTICIPANT VOLUNTARY CONTRIBUTIONS. The Plan permits but does not require Participant voluntary contributions to be made to the Plan for periods before July 1, 2008. During this period, a Participant could elect, from time to time, to make Participant voluntary contributions to the Plan in any amount, subject *to the limitations of Section 3.04. Participant voluntary contributions were made in accordance with a payroll deduction plan the Employer made available and credited to the Participant's Voluntary Contributions Account. Effective July 1, 2008, no further - Voluntary Contributions can be made to the Plan by any Participant. Except as provided under Section 4.04, Participant voluntary contributions made to the Plan before July 1, 2008, shall be part of the Participant's Accrued Benefit and all amounts credited to the Participant's Voluntary Contributions Account shall be held, administered, invested, and distributed in the same manner as any other amounts credited to the Participant's Accounts under this Plan. 4.02 PARTICIPANT ROLLOVER CONTRIBUTIONS. Any Participant, with the Employer's written consent and after filing with the Trustee the form prescribed by the Advisory Committee, may contribute cash to the Trust that is a qualifying "rollover contribution" as defined below. Before accepting 'a rollover contribution, the Trustee may require an Employee to furnish satisfactory evidence that the proposed transfer is in fact a qualifying "rollover contribution" which the Code permits an employee to make to a qualified plan. A rollover contribution is not an Annual Addition under Article III. (A) Direct Rollovers - The Plan will accept a direct rollover of an eligible rollover distribution from: (1) a qualified plan described in Code § 401(a) or 403 (a), (2) an annuity contract described in Code § 403 (b); or (3) an eligible plan under Code § 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state of political subdivision of a state. (B) Participant Rollover Contributions from Other Plans - The Plan will accept a rollover contribution of an eligible rollover distribution from: (1) a qualified plan described in Code § § 401(a) or 403 (a); (2) an annuity contract described in Code § 403(b); or 11 (3) an eligible plan under Code § 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. (C) Participant Rollover Contributions from IRAs The Plan will accept a rollover contribution of the portion of a distribution from an individual retirement account or annuity described in Code §§ 408(a) or 408(b) that is eligible to be rolled over and would otherwise be includible in gross income. Cash transferred to this Plan as a rollover contribution shall be separately accounted for as a separate Rollover Account, but shall otherwise be held and invested as part of the Trust Fund. The amounts credited to the Rollover Account shall be nonforfeitable at all times. In all other respects, the rollover contribution and the Rollover Account shall be treated the same as any other Account, under the Plan. The Advisory 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 Employee proposing to make a rollover contribution hereunder such information and certifications necessary for determining whether the proposed contribution will meet the requirements of this Section 4.02 and the requirements of Code § 402 so as to qualify as a tax - free rollover. An eligible Employee, prior to satisfying the Plan's eligibility conditions, may make a rollover contribution to the Trust to the same extent . and in the same manner as a Participant. If an Employee makes a rollover contribution to the Trust prior to satisfying the Plan's eligibility conditions, the Advisory Committee and Trustee must treat the Employee as a Participant for all purposes of the Plan except the Employee is not a Participant for purposes of sharing in Employer contributions or Participant forfeitures under the Plan until he actually becomes a Participant in the Plan in accordance with Article H. If the Employee has a Separation from Service prior to becoming a Participant, the Trustee will distribute his Rollover Account to him as if it were an Employer Contribution Account. 4.03 PARTICIPANT CONTRIBUTION - FORFEITABILITY All amounts credited to a Participant's Voluntary Contributions Account and Ro'l'lover Account, adjusted by subsequent income, losses, appreciation, and depreciation thereof, shall be 100% Nonforfeitable at all times. 4.04 PARTICIPANT CONTRIBUTION 'WITHDRAWAL/DISTRIBUTIO A Participant, by giving prior written notice to the Trustee, may withdraw all or any part of the value of his Participant voluntary contributions described in this Article IV that are credited to the Participant's Voluntary Contributions Account. A Participant may not exercise his right to a withdrawal from Voluntary Contributions Account more than once during any Plan Year. The Trustee, in accordance with the direction of the Advisory Committee, will distribute the balance of a Participant's unwithdrawn Voluntary Contributions Account in accordance with the provisions of Article VI. 12 ARTICLE V TERMINATION OF R PARTICIPANT 5.01 NORMAL RETIREMENT AGE A Participant's Normal Retirement Age is 65 years of age. A Participant's Employer Contributions Account derived from Employer Contributions (other than "pick -up" contributions) is 100% Nonforfeitable upon and after hi s attaining Normal Retirement Age (if employed by the Employer on or after that date). A Participant's Required Contributions Account derived from Employer "pick -up" contributions is always 100% Nonforfeitable. 5.02 PARTICIPANT DISABILITY OR DEATH. If a Participant's employment with the Employer terminates as a result of death or total disability, the balance of the Participant's total Accrued Benefit will be 100% Nonforfeitable. A total disability means the total and permanent inability by reason of the physical or mental condition of the Participant to engage in any substantial gainful activity. Such disability must be expected to result in death or to be of long, continued, and indefinite duration, and the question whether such disability exists or not shall be established by certification of a physician selected by the Advisory Committee and its determination shall be conclusive in all cases. 5.03 VESTING SCHEDULE The crediting of Employer Contributions to the Participant's Employer Contributions Account shall not give the Participant any vested right to the amounts allocated. Except as provided in Sections 5.01 and 5.02, the vested right of a Participant to the amounts credited to his. Employer Contributions Account, adjusted by subsequent income, losses, appreciation, and depreciation thereof, shall depend on the number. of full years of continuous employment in the Service of the Employer (hereinafter referred to as "Year of Service "), according to the following vesting schedule applicable to the Participant: (A) The vesting schedule for any Participant who has not completed any Service for the Employer after June 30, 2008, shall be: Years of Service With the Employer Less than 3 3 4 5 6 7 or more Percent of Nonforfeitable Employer Contribution None 20% 40% 60% 80% 100% (B) The vesting schedule for any Participant who has performed Service for the Employer on or after July 1, 2008, shall be: 13 Years of Service With the Employer Less than 2 2 3 4 5 6 Percent of Nonforfeitable Employer Contribution None 20% 40% 60% 80% 100% 5.04 FORFEITURE OCCURS The portion of a Participant's Employer Contribution Account that is not vested pursuant to the vesting schedule of Section 5.03, shall be forfeited under the Plan on the earlier of (A) The last day of the Plan Year in which the Participant terminates employment with the Employer; or (B) The date the Participant receives a distribution of the Nonforfeitable portion of his Accounts. ARTICLE VI TIME 1 METHOD OF PA YMENT 6.01 TIME AND FORM OF PAYMENT OF ACCRUED BENEFIT The Advisory Committee will direct the Trustee to commence distribution of a Participant's Nonforfeitable Accrued Benefit in accordance with this Article VI. (A) Normal Retirement. - Upon the termination of the Participant's employment with the Employer on or after his attainment of his Normal Retirement Age, or by reason of his incurring total disability, the Participant shall be entitled to a dlstriblltion of his A- ccrued Benefit t under the Plaid. If t he Pa�t ici Y ant ant continues in the cc rued employ of the Employer beyond his Normal Retirement Age, distribution of his Accrued Benefit shall be deferred until his actual termination date. Subject to the minimum distribution requirements of Section 6.02, payment of the Participant's Account(s) at retiremenf or upon incurring total disability shall be in a single lump sum, term certain, single life . or joint and 50% spousal survivor annuity, or in a combination of such methods of payment as elected by the Advisory Committee after consultation with the Participant. Distribution of the Participant's Accrued Benefit shall be made or commence no later than 60 days after the end of the Plan Year in which the Participant attains his Normal Retirement Age, or his Separation from Service, if later, or the termination of employment as a result of total disability. 14 (B) Termination of Employment Prior to Normal Retirement. Upon the termination . of the Participant's employment with the Employer prior to attaining his Normal Retirement Age, other than by reason of his death or - total disability, the Participant's Nonforfeitable Accrued Benefit, equal to the vested interest of the Participant's Employer Contribution Account and his entire interest of his Required Contribution Account and Voluntary Contribution Account (if any), shall be determined. The Participant may make a written request to the Advisory Committee for distribution of an amount equal to all of his Nonforfeitable Accrued Benefit in any method or methods described in Section 6.01(A). The Advisory Committee shall decide the time and manner of payment of benefits which shall commence no later than 60 days after the end of the Plan Year in which the Participant attains age 65. (C) Direct Rollover of Eligible Rollover Distributions. A Participant or other distributee may elect, at the time and in the manner prescribed by the Advisory. Committee, to have any portion of his Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the distributee in a Direct Rollover. For purposes of this Section 6.01(0), the following definitions apply: (1) "Eligible Rollover Distribution" means any distribution of all or any portion of the balance of the Participant's Nonforfeitable Accrued Benefit that is credited to 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 portion of a distribution to the extent such distribution is a required minimum distribution under Code § 401(a)(9); any hardship distribution (if permitted by the Plan); and any portion of a distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). For purposes of this Section 6.01(C), a portion of a distribution shall not fail to be 1 1 . i an eligible rollover distribution merely because the portion consists of after -tax employee contributions or other amounts which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Code §§ 408(a) or 408(b), or to a qualified plan described in Code §§ 401(a) or 403(b) that provides for a separate account for amounts so transferred (and earnings thereon), including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is, not so includible. An eligible rollover distribution to a non- spouse Designated Beneficiary must be made by a direct trustee -to- trustee transfer. A distribution of amounts which are 2009 RMDs or Extended RMDs (both as defined in Section 6.02(E) of the Plan) shall be treated as an eligible rollover distribution in 2009. 15 (2) `Eligible Retirement Plan" is an individual retirement account described in Code § 408(a), an individual retirement annuity described in Code § 408(b), an annuity plan described in ,Code § 403 (a), an annuity contract described in Code § 403(b), an eligible plan under Code § 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, or a qualified trust described in Code § 401(a) that accepts the distributee's eligible rollover distribution 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 of the Participant, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code § 414(p). For purposes of a distribution on behalf of a Designated Beneficiary who is not a spouse or former spouse of the Participant, "Eligible Retirement Plan" shall mean an individual retirement account described in Code § 408(a) or an individual retirement annuity described in Code § 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 § 402(c)(11). For distributions made after December 31, 2007, an "Eligible Retirement Plan" shall include a Roth IRA described in Code § 408A. (3) "Distributee" includes a Participant or former Participant, and the Participant's surviving spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Code § 414(p). Effective January 1, 2007, "Distributee" shall also include a -Participant's Designated Beneficiary (as defined in Section 6.02(D)(1)) who is not the Participant's surviving spouse or former spouse, including a trust that qualifies as a Designated Beneficiary under Code § 401(a)(9)(E). (4). "Direct Rollover" is a payment by the Plan to the eligible retirement plan specified by the distributee. li Notwithstanding any provision in this Plan to the contrary, the time and method of distribution of a Participant's Nonforfeitable Accrued Benefit shall be in accordance with the following required minimum distribution rules. All distributions required under this Section 6.02 shall be determined and made in accordance with the minimum distribution requirements of Code § 401(a)(9) and the Regulations under Code § 401(a)(9), including the minimum incidental benefit requirement of Code § 401(a)(9)(G). (A) Time and Manner of Distribution. (1) Required Distribution Date The Participant's entire Nonforfeitable Accrued Benefit will be distributed, or begin to be distributed, to the Participant no later than the Participant's Required Distribution Date. 16 (2) Death of Participant Before Distributions Begin If the Participant dies before distributions, begin, the . Participant's entire Nonforteitable Accrued Benefit 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 %2, 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 interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (d) If the Participant's surviving spouse is the Participant's sole Designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this. subparagraph (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), 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. (3) , Forms of Distribution Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Distribution Date, as of the first Distribution Calendar Year distributions will be made in accordance with paragraphs (B) and (C) of this Section 6.02. 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 § 401(a)(9) and the Regulations thereunder. 17 (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 Accrued Benefit by the distribution period in the Uniform Lifetime Table set forth in Regulation § 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. Accrued Benefit by the number in the Joint and Last Survivor Table set forth in Regulation § 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 Required Minimum Distributions Continue Through 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. (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 Accrued Benefit by the longer of the remaining life expectancy. of 4•L ,. 17,,,.+;, -.; ,.,+ ,-. the remaining �i�o ov n�'��'tnc� n'� the P art; ant's �e'�(Tt^fa1-P� Lit l Q14AVlpain or L y lylllQ111Jn� 1SSS� y�pey bE�_ib y ,,i 41S�J S U_Sl.SN_�/Fft_! u u_�__e�evas Beneficiary, determined as follows: (i) The Participant's remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent 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 18 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 Participant's Accrued Benefit 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. (2). Death Before Date Distributions Begin. (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 Accrued Benefit 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 Participant's 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 Participant's 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 6.02, the following terms shall have the following meaning: (1) Designated Beneficiary The individual who is designated as the Beneficiary under Section 1.08 of the Plan and who is also a designated beneficiary under Code § -401(a)(9) and Regulation § 1.401(a)(9) -1, Q&A -4. 19 (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 6.02(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. (3) Life Expectancy Life expectancy as computed by use of the Single Life Table in Regulation § 1.401(a)(9) -9. (4) Participant's Accrued Benefit The Participant's Nonforfeitable Accrued Benefit 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 Accrued Benefit 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 Accrued Benefit 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. (5) 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 70%2, or (ii) the calendar year in which the Participant incurs a Separation from Service. (E) No Required Minirflum Distributions for 2€ 09. Notwithstanding the foregoing requirements of this Section 6.02 of the Plan, a Participant or Beneficiary who would have been required to receive minimum distributions for 2009 but for the enactment of Code § 401(a)(9)(H) ( "2009 RMDs "), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant's Designated Beneficiary, or for a period, of at least 10 years ( "Extended 2009 RMDs "), will receive those distributions for 2009 unless the Participant or Beneficiary chooses not to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distribution described in the preceding sentence. In addition, notwithstanding Section 6.01(C) of the Plan, and solely 20 for the purposes of applying the direct rollover provisions of the Plan, 2009 RMDs and Extended 2009 RMDs, will be treated as Eligible Rollover Distributions. 6.03 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS Nothing contained in this Plan prevents the Trustee, in accordance with the direction of the Advisory Committee, from complying with the provisions of a qualified domestic relations order (as defined in Code §414(p)). This Plan specifically permits distribution to an alternate payee under a qualified domestic relations order at any time, irrespective of whether the Participant has attained his earliest retirement age (as defined under Code §414(p) under the Plan). A distribution to an alternate payee prior to the Participant's attainment of earliest retirement age is available only if the order specifies distribution at that time or permits an agreement between the Plan and the alternate payee to authorize an earlier distribution. Nothing in this Section 6.03 gives a Participant a right to receive distribution at a time otherwise not permitted under the Plan nor does it permit the alternate payee to receive a form of payment not otherwise permitted under the Plan. The Advisory Committee must establish reasonable procedures to determine the qualified status of a domestic relations order. Upon receiving a domestic relations order, the Advisory Committee promptly will notify the Participant and any alternate payee named in the order, in writing, of the receipt of the order and the Plan's procedures for determining the qualified status of the order. Within a reasonable period of time after receiving the domestic relations order, the Advisory Committee must determine the qualified status of the order and must notify the Participant and each alternate payee, in writing, of its determination. The Advisory Committee must provide notice under this paragraph by mailing to the individual's address specified in the domestic relations order. If any portion of the Participant's Nonforfeitable Accrued Benefit is payable during the period the Advisory Corninittce is making its determination of the qualified status of the domestic relations . order, the Advisory Committee must make a separate accounting of the amounts payable. If the Advisory Committee determines the order is a qualified 'domestic relations order within 18 months of the date amounts first are payable following receipt of the order, the Advisory Committee will direct the Trustee to distribute the payable amounts in a r.enrrj an r.P wi th the nrdf- . Tf the Advisory Committee does not make its determination of the qualified status of the order within the 18 month determination period, the Advisory Committee will direct the Trustee to distribute the payable. amounts in the manner the Plan would distribute if the order did not exist and will apply the order prospectively if the Advisory Committee later determines the order is a qualified domestic relations order. To the extent it is not inconsistent with the provisions of the qualified domestic relations order, the Advisory Committee may direct the Trustee to invest any partitioned amount in a segregated subaccount or separate account and to invest the account in Federally insured, interest - bearing savings account(s) or time deposit(s) (or a combination of both), or in other fixed income investments. A segregated suba.ccount remains a part of the Trust, but it alone shares in any income it earns, and it alone bears any expense or loss it incurs. The Trustee will make any payments or distributions required under this Section 6.03 by separate benefit checks or other separate distribution to the alternate payee(s). 21 6.04 DEATH BENEFITS In the event of the death 'of a Participant prior to his Separation from Service, a distribution of the deceased Participant's Nonforfeitable Accrued Benefit shall be made to such Participant's designated Beneficiary. In the event of a Participant's death subsequent to ,his Separation from Service, a distribution of the deceased Participant's Nonforfeitable Accrued Benefit shall be made to such Participant's designated Beneficiary unless the Participant's benefits had commenced in the form of an annuity pursuant to Section 6.01, in which event any death benefits shall be provided in accordance with the particular forrn of annuity which was payable to the Participant, and the Plan shall have no obligation to pay any death benefit to the Beneficiary. (A) Payment of any death benefits which become due in accordance with this Section 6.04 shall be in a lump sum, as an immediate annuity purchased from an insurer,. or as a combination of such methods of payment. If distributions had commenced pursuant to Section 6.01 before the Participant's death, the undistributed portion of his Nonforfeitable Accounts will be paid to the Beneficiary in accordance with the period selected under Section 6.01 unless the Beneficiary elects to accelerate the payout period. All death benefits shall be paid within the period required under Section 6.02. Notwithstanding the foregoing, if the balance of the deceased Participant's Nonforfeitable Accrued Benefit does not exceed $5,000, the only form of distribution to a Beneficiary shall be a single lump sum payment. (B) The payment of death benefits in accordance with this Section 6.04 shall be made on the basis of the value of the Participant's Accounts as of the Valuation Date coincident with or immediately following receipt by the Trustee . of proper notification from the Plan Administrator, or if later, the Valuation Date specified in such written notification, plus any contributions which have been made to this Plan on behalf of the Participant since such Valuation Date. - The actual payment of death benefits shall be made or shall commence to be made no later than the 60th day following the close of the Plan Year of the Participant's death unless the amount of payment cannot be ascertained by such date. (C) Any annuity benefit hereunder shall be obtained through the purchase of an annuity contract from an Insurer using the amounts then credited to the Participant's Accounts. Upon the purchase of an annuity contract and distributions thereof to the Beneficiary, all obligations of the Plan to pay benefits to the Participant, his spouse, and Beneficiaries shall terminate, without exception. For purposes of the death benefit provided under the Plan, in the case of a death of a Participant occurring on or after January 1, 2007, while performing qualified military service (as defined in Code § 414(u)), the Participant's Beneficiary(ies) shall be entitled to any additional death benefit (other than accrued benefits relating to the period of qualified military service) provided under the Plan as if the Participant had returned to employment and then incurred a Separation from Service on account of the Participant's death. 6.05 MANDATORY CONSENT TO DISTRIBUTIONS In no event shall a mandatory distribution greater than $1,000 be made in accordance with the provisions of the Plan 22 if the Participant has not elected to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly, unless the Advisory Committee has directed the Trustee to pay the distribution in the form of a direct rollover to an individual retirement plan designated by the Advisory Committee. 6.06 CONSENT TO DISTRIBUTION AND WAIVER OF CERTAIN NOTICE PERIODS FOR DISTRIBUTIONS Any distribution to a Participant under this Plan which requires such Participant's consent, shall not be made until the required consent is provided by the Participant. A Participant shall be informed of his or her right to defer receipt of the distribution and such other information and disclosures that may be required under the Income Tax Regulations to the Code. If a Participant fails to consent, it shall be deemed an election to defer the commencement of payment of any benefits. However, any election to defer the receipt of benefits shall not apply with respect to distributions which are required under Section 6.02 of the Plan. A distribution may commence after any required notice is given provided that: (i) the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (3 0) days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (ii) the Participant, after receiving notice, affirmatively requests a distribution. NO 1 M OATIJ K1 1, 7.01 INFORMATION TO COMMITTEE The Employer must supply current information to the Advisory Committee as to the name, date of birth, date of employment, annual compensation, leaves of absence, Years of Service, and date of termination of employment of each Employee who is, or who will be eligible to become, a Participant under the Plan, together with any other information which the Advisory Committee considers necessary. The Employer's records as to the current information the Employer furnishes to the Advisory Committee are conclusive as to all persons. 7.02 NO LIABILITY The,Employer assumes no obligation or responsibility to any of its Employees, Participants or Beneficiaries for any act of, or failure to act, on the part of its Advisory Committee (unless the Employer is the Advisory Committee), the Trustee or the Plan Administrator (unless the Employer is the Plan Administrator). 7.03 INDEMNITY OF CERTAIN FIDUCIARIES The Employer indemnifies and saves harmless the Plan Administrator and the members of the Advisory Committee, and each of them, from and against any and all loss resulting from liability to which the Plan Administrator and the Advisory Conmiittee, or the members of the Advisory Committee, may be subjected by reason of any act or conduct conduct (except willful misconduct or gross negligence) in their official capacities in the administration of this Plan, including all expenses reasonably incurred in their defense, in case the Employer fails to provide such defense. Furthermore, the Plan Administrator and the Advisory Conuirittee inembers and the Employer may execute a letter agreement further 23 delineating the indemnification agreement of this Section 7.03. The indemnification provisions of this. Section 7.03 extend to the Trustee solely to the extent provided by the Trust Agreement. 7.04 EPLYER/PARTICIPANT DIRECTI OF INVESTMENT. The Employer has the right to direct the Trustee with respect to the investment and re- investment of assets comprising the Trust Fund such right is granted under the Trust Agreement, The Trustee and the Employer may execute an agreement as a part of the Trust containing such conditions, limitations and other provisions they deem appropriate before the Trustee will follow any Employer direction as respects the investment or re- investment of any part of the Trust Fund. Effective September 1, 2001, Participants are permitted the right to direct the investment and reinvestment of their Participant Accounts held in the Trust Fund pursuant to the procedures and rules of Section 10.03; - provided , however such investment directions shall be subject to such conditions, limitations and other provisions of the Trust Agreement applicable to the Participant direction of the investment or re- investment of any part of the Participant Accounts that are part of the Trust Fund. ARTICLE VIII PARTICIPANT ADMINISTRATIVE PROVISIONS 8.01 BENEFICIARY DESIGNATION Any Participant may from time to time designate in writing any person or persons, contingently or, successively, to whom the Trustee will pay his Nonforfeitable Accrued Benefit (including any life insurance proceeds payable to the Participant's Account) in the event of his death and the Participant may designate the form and method of payment. The Advisory Committee will prescribe the form for the written designation of Beneficiary and, upon the Participant's filing the form with the Advisory Committee, the form effectively revokes all designations filed prior to that date by the same Participant. 8.02 NO BENEFICIARY DESIGNATION /DEATH OF BENEFICIARY. If a Participant fails to name a Beneficiary in accordance with Section 8.01, or if the Beneficiary named by a Participant predeceases him, then the Trustee will pay the Participant's Nonforfeitable account balance in accordance with Section 6.02 in the following order of priority to: (A) The Participant's surviving spouse; (B) The Participant's surviving children, including adopted children, in equal shares; (C) The Participant's surviving parents, in equal shares; or (D) The Participant's estate. If the Beneficiary does not predecease the Participant, but dies prior to distribution of the Participant's entire Nonforfeitable account balance, the Trustee will pay the remaining account balance to the Beneficiary's estate unless the Participant's Beneficiary designation provides 24 otherwise. The Advisory Committee will direct the Trustee as to the method and to whom the Trustee will make payment under this Section 8.02. 8.03 PERSONAL DATA TO COMMITTEE Each Participant and each Beneficiary of a deceased Participant must furnish to the Advisory Committee such evidence, data or information as the Advisory Committee considers necessary or desirable for the purpose of administering the Plan. The provisions of this Plan are effective for the benefit of each Participant upon the condition precedent that. each Participant will furnish promptly full, true and complete evidence, data and information when requested by the Advisory Committee, provided the Advisory Committee advises each Participant of the effect of his failure to comply with its request. 8.04 ADDRESS FOR NOTIFICATION Each Participant and each Beneficiary of a deceased Participant must file with the Advisory Committee from time to time:, in writing, his post office address and any change of post office address. Any communication, statement or notice addressed to a Participant, or Beneficiary, at his last post office address filed with the Advisory Committee, or as shown on the records of the Employer binds the Participant, or Beneficiary, for all purposes of this Plan. 8.05 ASSIGNMENT OR ALIENATION Subject to Code §414(p) relating to qualified domestic relations orders and to Code § 6331 relating to tax levies, neither a Participant nor a Beneficiary may anticipate, assign or alienate (either at law or in equity) any benefit provided under the Plan, and the Trustee will not recognize any such anticipation, assignment or alienation. Furthermore, a benefit under the Plan is not subject to attachment, garnishment, levy, execution, or other legal or equitable process. ARTICLE IX I D e 9.01 MEMBERS' COMPENSATION EXPENSES The Employer may appoint an Advisory Committee to administer the Plan, the members of which may or may not be Participants in the Plan, or which may be the Plan .Administrator acting alone. in the absence of an Advisory Committee appointment, the Plan Administrator assumes the powers, duties, and responsibilities of the Advisory Committee. The members of the Advisory Committee will serve without compensation for services as such, but the Employer will pay all expenses of the Advisory Committee, except to the extent the Trust properly pays for such expenses, pursuant to Article X. 9.02 T ERM. Each member of the Advisory Conunittee serves until the appointment of his successor. 9.03 POWERS. In case of a vacancy in the membership of the Advisory Committee, the remaining members of the Advisory Connnittee may exercise any and all of the powers, 25 authority, duties, and discretion conferred upon the Advisory Committee pending the filling of the vacancy. 9.04 GENE RAL. The Advisory Committee has the following discretionary powers and duties: (A) To select a Secretary, who need not be a member of the Advisory Committee; (B) To determine the rights of eligibility of an Employee to participate in the Plan, and the value of a Participant's Accrued Benefit; (C) To determine all questions of fact as' to age, Years of Service, Compensation, termination of employment, Normal Retirement Dates, 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; (D) 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 the Trust Agreement; (E) 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; (F) To direct the Trustee as respects the crediting and distribution of the Trust; (G) To review and render decisions respecting a claim for (or denial of a claim for) a benefit under the Plan; (H) To furnish the Employer with information which the Employer may require for tax or other purposes; (I) To engage the service of agents whom it may deem advisable to assist it with the performance of its duties; (J) 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; (K) To establish, in its sole discretion, a nondiscriminatory policy which the Trustee must observe in making loans, if any, to Participants and Beneficiaries; and K (L) To establish and maintain a funding standard account and to make credits and charges to the account to the extent required by and in accordance with the provisions of the Code. The Committee is authorized to employ investment counsel, attorneys, accountants, and such other persons as it shall deem necessary or desirable to fulfill its responsibilities hereunder. 9.05 MANNER OF ACTION The decision of a majority of the members of the Advisory Committee appointed and qualified controls. 9.06 AUTHORIZED REPRESENTATIVE The Advisory Committee may authorize any one of its members, or its Secretary, to sign on its behalf any notices, directions, applications, certificates, consents, approvals, waivers, letters, or other documents. The Advisory Committee must evidence this authority by an instrument signed by all members and filed with the Trustee. 9.07 INTERESTED MEMBER No member of the Advisory Committee may decide or determine any matter concerning the distribution, nature or method of settlement of his own benefits under the Plan, except in exercising an election available to that member in his capacity as a Participant, unless the Plan Administrator is acting alone in the capacity of the Advisory Committee. 9.08 INDIVIDUAL ACCOUNTS The Advisory Committee will maintain, or direct the Trustee to maintain, a separate Account, or multiple Accounts, in the name of each Participant to reflect the Participant's Accrued Benefit under the Plan. The Advisory Committee will make its allocations, or request the Trustee to make its allocations, to the Accounts of the Participants in accordance with the provisions of Section 9.10. The Advisory Committee may direct the Trustee to maintain a temporary segregated investment Account in the name of a Participant to prevent a distortion of income, gain or loss allocations under Section 9.10. The Advisory Committee must maintain records of its activities. 9.09 VALUE OF PARTICIPANT'S ACCRUED BENEFIT The value of each Participant's Accrued Benefit consists of that proportion of the net worth (at fair market value) of the Trust Fund which the net credit balance in his ' Account (exclusive of the cash value of incidental benefit insurance contracts), bears to the total net credit balance in the Accounts (exclusive of the cash value of the incidental benefit insurance contracts) of all Participants plus the cash surrender value of any incidental benefit insurance contracts, if any, held by the Trustee on the Participant's life. 9.10 ALLOCATION AND DISTRIBUTION NET INCOME GAN OR LOSS A "Valuation Date" under this Plan is each Accounting Date and each interim valuation date determined under Section 10.21. As of each Valuation Date, the Advisory Committee must adjust Accounts to reflect net income, gain or loss since the last valuation date. The valuation period is the period beginning the day after the last valuation date and ending on the current valuation date.' 27 The Advisory Committee first will adjust the Participant Accounts, as those Accounts stood at the beginning of the current valuation period, by reducing the Accounts for any amounts charged during the valuation period to the Accounts in accordance with Section 9.12 (relating to distributions and expenses charged from the Accounts) and for the cash value of incidental benefit insurance contracts, if applicable. The Advisory Committee then will allocate the net income, gain or loss pro rata to the adjusted Participant Accounts. The allocable net income, gain or loss is the net income (or net loss), including the increase or decrease in the fair market value of assets, since the last valuation date. An excess allocation or suspense account described in Section 3.04 does not share in the allocation of net income, gain or loss described in this Section 9.10. This Section 9.10 applies solely to the allocation of net income, gain or loss of the Trust. The Advisory Committee will allocate the Employer contributions and Participant forfeitures, if any, in accordance with Article III. 9.11 I NDIVIDUAL STATEMENT As soon as practicable after the Accounting Date (or at such other times as determined by the Advisory Committee) of each Plan Year, the Advisory Committee will deliver to each Participant (and to each ' Beneficiary) a statement reflecting the condition of his account balances in the Trust as -of that date. No Participant, except a member of the Advisory Committee, has the right to inspect the records reflecting the Account of any other Participant. 9.12 ACCOUNT CHARGED . The Advisory Committee may charge a Participant's Account for all distributions made from that Account to the Participant, to his Beneficiary or to an alternate payee. The Advisory Committee also will charge a Participant's Account for any administrative, investment, brokerage, record keeping, or any other expenses incurred by the Plan directly related to that Account. 9.13 CORRECTION OF ERRORS AND OPERATIONAL DEFECTS The Advisory Committee shall have the power and authority to make such equitable adjustments to the Account of any Participant to correct any mathematical or accounting errors or any mistakes that may arise by reason of factual errors in information supplied to the Employer, Plan Administrator or Trustee. The Advisory Committee, Plan Administrator and the Employer may also take appropriate action to correct errors in the administration or operation of the Plan as the Plan Administrator deems necessary or appropriate to preserve the tax qualification of the Plan under Code § 401(a), including the power and authority to correct operational errors and defects pursuant to any correction action as may be authorized under the Internal Revenue Service Employee Plans Compliance Resolution System ( "EPCRS "), or any successor program to EPCRS. Such corrective actions may include causing appropriate distributions to be made to a Participant from the Plan, to the extent such distribution is made to correct a qualification defect or as may otherwise be required or authorized under the EPCRS. 9.14 TELEPHONIC AND ELECTRONIC MEDIA The Advisory Committee and Plan Administrator 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 Regulations (or other generally applicable guidance). The Advisory Committee and Plan 28 Administrator may also use telephonic or electronic media to conduct Plan transactions, such as enrolling Participants, electing and changing investment allocations, and other Plan transactions to the extent permissible under the Code or Regulations. 1 9 10.01 TRUST FUND The Employer has entered into a Trust Agreement with the Trustee establishing a Trust for holding, administering and investment of the assets of the Plan. The Trustee accepts appointment as Trustee of the Trust created under ' the Plan and agrees to perform the obligations imposed on the Trustee of the Plan under the Trust Agreement and the Plan. Except as otherwise provided in this Plan, all contributions paid to the Trustee, including all income or other property derived therefrom, shall be held and administered by the Trustee as a single trust fund designated as the Trust Fund. All such payments and increments thereon shall be held and distributed in accordance with the provisions of the Plan and the Trust Agreement, as each shall be applicable under the circumstances. No person shall have any interest in, or right to, any part of the Trust Fund except as expressly provided in this Plan or the Trust Agreement. 10.02 RECEIPT OF CONTRIBUTIONS The Trustee is accountable to the Employer for the funds contributed to it by the Employer, but does not have any duty to see that the contributions received comply with the provisions of the Plan. The Trustee is not obliged to collect any contributions from the Employer, nor is obliged to see that funds deposited with it are deposited according to the provisions of the Plan. 10.03 INVESTMENT OF TRUST FUND The . Trustee shall have the exclusive authority and discretion to invest, manage, and control the assets of the Plan, except to the extent that Participants have been given authority to direct their Accounts pursuant to Section 10.04 except to the extent the authority to manage Plan assets has been allocated to one or more Investment Managers. The Trustee may invest funds received in a temporary investment fund, or such,other fiend selected b the Trustee, until such time as it is directed to invest such funds by the investment manager(s), if any. The Trustee may, except as hereinafter provided and subject to the establishment of directed investment accounts pursuant to Section 10.04, invest the Trust Fund without distinction between principal and income. The Trustee shall be authorized under the Trust Agreement to invest the Trust Fund in such bonds, notes, debentures, mortgages, equipment trust certificates, investment trust certificates, preferred or common stocks, or in such other property, real or personal, within the United States, as the Trustee may deem advisable. The Trustee in its discretion may hold in cash such portion of the Trust Fund as' shall be reasonable under the circumstances, pending investment or payment of expenses or distribution of benefits, without liability for interest; or, in the alternative, in the discretion of the Trustee, all or any part of the Trust Fund may be held in interest- bearing deposits in any bank, insurance company, or financial institution (to include the Trustee; if within such classification). Subject to the applicable laws of the State of Nebraska governing the investment of assets of government retirement plans, the 29 Trustee. shall not be bound as to the character or legality of any investment by any state statute, rule of court or custom governing the investment of trust funds except. as provided by the Code. 10.04 DIRECTED INVESTMENTS Effective September 1, 2001, the Trustee, as directed by the Advisory Committee, shall cause to be established and maintain at least five (5) funds for the investment of all Trust funds as follows: (A) an Equity Fund, in which sums received for investment in such fund shall be invested in a diversified portfolio or portfolios of common stocks, or securities convertible into conunon stocks, with a view to both income and opportunity of growth in principal value; (B) a Bond Fund, in which sums received for investment in such fund shall be invested in a diversified portfolio or portfolios of interest - bearing bonds, commercial paper, bankers' acceptances, or debt securities; (C) a Short -Term Interest Fund in which sums received for investment in such fund shall be invested in a diversified portfolio or portfolios of short -term interest bearing notes, commercial- paper or deposits, including certificates of deposit, - bankers' acceptances, repurchase agreements, and other similar interest - bearing or fixed - income investments; (D) a Diversified Fund in which sums received for investment- in such fund shall be invested in a diversified portfolio or portfolios of both equity and interest - bearing securities, including stocks, bonds, mortgages, money market funds, fixed - income securities, and any other investment medium as the Trustee may deem advisable from time to time; and (E) an International Fund in which sums received for investment in such fund shall be invested in a diversified portfolio or portfolios of both equity and interest- bearing securities, including stocks and bonds and money market instruments, on a global basis, with an objective of long -term capital growth and current income. The foregoing investment funds (hereinafter referred to as the "Funds ") shall be maintained and administered solely by the Trustee, and investments or reinvestments of each Fund shall be made by the Trustee without distinction between principal and income. The Trustee shall invest and administer such Funds in accordance with the investment guidelines for each Fund, but shall otherwise be authorized to invest in such particular investments, within the United States, as the Trustee may deem advisable, provided such investments are authorized for trustees under the laws of the State of Nebraska. The Funds may be invested wholly or partly through (i) the purchase of shares in a mutual fiend or.funds; (ii) the medium of any common, collective,. or commingled trust fund maintained by a bank or other financial institution (including the Trustee) and which is qualified under Code §§401(a) and 501(a), to constitute a part of this Plan and Trust; or (iii) the purchase of a group annuity contract or contracts issued by one or more life insurance companies for the investment of the Trust Fund. 30 The Trustee may, in its discretion, hold in cash such portion of any Fund as shall be reasonable under the circumstances, pending investment or payment of expenses or distribUtiuri of benefits, without liability for interest; or, in the alternative; all of such temporary cash positions may be held in interest- bearing deposits of any bank or financial institution (to include the Trustee). 10.05 CHANGE IN INVESTMENT DIRECTION Subject to such reasonable and non - discriminatory rules, limits, and procedures as the Employer may establish, each Participant shall determine the manner in which contributions allocated to his Plan accounts, including all earnings and gains thereon, are to be invested and reinvested among the Funds established in Section 10.04, by providing specific written directions to the Advisory Committee and Trustee in the manner required by the Advisory Committee. Such investment direction shall specify the percentage (in multiples of 5 percent) of all contributions which are made on the Participant's behalf under the Plan that shall be invested in the Funds, or any single Fund. Unless an effective investment is made by the Participant, all Plan accounts for such Participant shall be invested in the Short -Term Interest Fund. Any investment direction given by a Participant shall be deemed a continuing direction until changed. A Participant may change an investment direction as to future contributions, as of July 1, October 1, January 1, or April 1 (the "Change Date ") of any Plan Year, by filing a written notice of such change in investment direction with the Advisory 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 5 percent, of his interest in one or more of the Funds be liquidated and the proceeds thereof transferred to another Fund or Funds, in one lump sum, as of any Change Date, provided such direction is given in writing to the Advisory Committee at least thirty (30) days prior to the Change Date. All Fund liquidations shall be based upon the Fund valuations as of the valuation date immediately preceding the Change Date. 10.06 FUND GAINS AND EXPENSES All dividends, gains, income, interest, and distributions of every nature received in respect of the assets held by a particular Fund shall be credited solely to such Fund arid Shall ve reinvested in the investment assets of the F`wi rforn which the earnings were derived. All losses attributable to a Fund shall be debited to such Fund alone, and shall accordingly be borne by and payable proportionately from those Participant accounts which are invested in such Fund. Unless paid by the Employer, the expenses of a particular Fund, such as commissions, transfer taxes, management fees, and other related investment expenses, shall be charged and debited to such Fund. 10.07 INVESTMENT ADVISERS The Employer shall have the power to appoint or remove one or more investment advisers and to delegate to such adviser authority and discretion to manage the assets -of the Trust Fund or of any Fund established pursuant to Section 10.03; provided that (i) such adviser is either a bank, an insurance company, or a registered investment adviser under the Investment Advisers Act of 1940 and shall acknowledge in writing that it is a 31 fiduciary to the Plan; and (ii) the Employer shall periodically review the investment performance and methods of each such adviser. 10.08 LIABILITY OF FIDUC LARY. No person who is a fiduciary to this Plan, including the Trustee, shall be liable hereunder for any loss, or by reason of any breach, which results from a Participant's direction that his Plan accounts be invested in the Funds established hereunder. 10.09 REGULATED INVESTMENT' COMPANY MUTUAL FUNDS Notwithstanding the provisions of Section 10.04 above, the Employer may direct that any or all of the Funds established under Section 10.04 consist of one or more mutual funds sponsored by a regulated investment company selected by the Employer, or one or more group annuity contracts sponsored by a life insurance company selected by the Employer. In the event any mutual fund or group annuity contract is selected by the Employer, the Trustee and Advisory Committee shall not be liable for any loss, or by reason of any breach, associated or in any way connected with the selection and retention of any mutual fund or a group I annuity contract as an investment medium for the Plan. 10.10 TRUSTEE POWERS AND DUTIES The Trustee shall act as official custodian of the cash, securities, and other assets of the Trust Fund not in the custody of the financial institution under contract to invest the Trust Fund or under agreement to safekeep Plan assets, including any investment funds established pursuant to Section 10.04, and shall provide or make arrangements for adequate safe deposit facilities for the preservation of such assets subject to. the direction of the Advisory 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 Fund; 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 Fund and shall be responsible for maintaining the Participant Accounts. The Trustee shall, to the extent required by the Employer or Advisory Committee, furnish a surety bond payable to the Plan and /or Employer in such amount as may be acceptable to the Employer insuring his/her duties and responsibilities hereunder. The cost of any such bond shall be paid by the Employer. In addition to the preceding provisions of this Section 10. 10, the Trustee shall have the powers, rights, and duties as provided in the Trust Agreement. 10:11 INSURANCE CONTRACTS In no event shall the Employer, the Advisory Committee, the Plan, the Trustee, or the City Council, and their respective members, officers and employees, or any other person, be responsible for the validity of any insurance or annuity contract which may be held as part of the Trust Fund or which is purchased by the Plan and distributed to a Participant as beneficiary to provide benefits hereunder, or for the failure on the part of any insurer to make payments or provide benefits under any such contract, or for any inability to perform or for any delay in performing, any act occasioned by any restriction or provision of any insurance or annuity contract or by the insurer or any other person or entity. 32 10.12 RECORDS AND STATEMENTS The records of the Trustee pertaining to the Plan must be open to the inspection of the Plan Administrator, Advisory Committee, and the Employer at all reasonable times and may be audited from time to time by any person or persons as the Employer, Plan Administrator or Advisory Committee may specify in writing. The Trustee must furnish the Plan Administrator or Advisory Committee with whatever information relating to the Trust Fund the Plan Administrator or Advisory Committee considers necessary. 10.13 FEES AND EXPENSES FROM FUND The Trustee will receive reasonable annual compensation as may be agreed upon from time to time between the Employer and the Trustee. No person who is receiving full pay from the Employer may receive 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 Fund. �� M M 10 1 M no a WAO DE4 11.01 EVIDENCE Anyone required to give evidence under the terms of the Plan may do so by certificate, affidavit, document or other information which the person to act in reliance may consider pertinent, reliable and genuine, and to have been signed, made or presented by the proper party or parties. Both the Advisory Committee and the Trustee are fully protected in acting and relying upon any evidence described under the immediately preceding sentence. 11.02 NO RESPONSIBILITY FOREMP ACTION Neither, the Trustee nor the Advisory Committee has any obligation or responsibility with respect to any action required by the Plan to be taken by the Employer, any Participant or eligible Employee, or for the failure of any of the above pe rsons to act or snake any payment or eontrbut�on, or to ot he ivvrse prt3vide any benefit contemplated under this Plan. Furthermore, the Plan does-not require the Trustee or the Advisory Committee to collect any contribution required under the Plan, or to determine the correctness of the amount of any Employer contribution. Neither the Trustee nor the Advisory Committee need inquire.into or be responsible for any action or failure to act on the part of the others, or on the part of any other person who has any responsibility regarding the management, administration or operation of the Plan, whether by the express terms of the Plan or by a separate agreement authorized by the Plan. 11.03 FIDUCIARIES NOT INSURERS . The Trustee, the Advisory Committee, the Plan Administrator, and the Employer in no way guarantee the Trust Fund from loss or depreciation. The Employer does not guarantee the payment of any money which may be or becomes due to any person from the Trust Fund. The liability of the Advisory Committee and 33 the Trustee to make any payment from the Trust Fund at any time and all times is limited to the then available assets of the Trust. 11.04 WAIVER OF NOTICE Any person entitled to notice under the Plan may waive the notice, unless the Code or Treasury regulations specifically or impliedly prohibits such a waiver. 11.05 SUCCESSORS The Plan is binding upon all persons entitled to benefits under the Plan, their respective heirs and legal representatives, upon the Employer, its successors, and assigns, and upon the Advisory Committee, the Plan Administrator, and their successors. 11.06 WORD USAGE Words used in the masculine also apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural includes the singular and the singular includes the plural. 11.07 STATE LAW Nebraska law will determine all questions arising with respect to the provisions of this Agreement. 11.08 EMPLOYMENT NOT GUARANTEED Nothing contained in this Plan, or with respect to the establishment of the Trust, or any modification or amendment to the Plan or the Trust, or in the creation of any Account, or the payment of any benefit, gives any Employee,. Employee - Participant, or any Beneficiary any right to continue employment, any legal or equitable right against the Employer, or Employee of the Employer, or against the Trustee, or its agents or employees, or against the Plan Administrator, except as expressly provided by the Plan, the Trust or by a separate agreement. 1L09 QUALIFIED MILITARY SERVICE /TREATMENT OF DIFFERENTIAL WAGE PAYMENTS Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code § 414(u). Beginning January 1, 2009, any Participant who receives differential wage payments as defined in Code § 3401(h)(2) that are paid to a Participant by the Employer during a period of oualified military service shall, for nurnoses of this Plan, be considered as an Employee, the wage differential payment shall be treated as Compensation, and the Participant shall be eligible to make Participant Required Contributions or Voluntary Contributions and to receive allocations of Employer Contributions with respect to such Compensation that is attributable to the wage differential payments. The Plan shall not be treated as failing to meet the requirements of any provisions described in Code § 414(u)(1)(C) by reason of any contribution to the Plan that is based on the differential wage payment; provided, however, this exception applies only if all Employees of the Employer performing service in the uniformed services described in Code § 3401(h)(2)(A) are entitled to receive differential wage payments on reasonably equivalent terms and, if eligible to participate in the Plan or any other retirement plan of the Employer, to make contributions based on the differential wage payments on reasonably equivalent terms. 34 ARTICLE XI EXCLUSIVE BENEFIT, AMENDMENT TERMINATION ' 12.01 EXCLUSIVE BENEFIT Except as provided under Article III, the Employer has no beneficial interest in any asset of the Trust and no part of any asset in the Trust may ever revert to or be repaid to an Employer, either directly or indirectly; nor, prior to the satisfaction of all liabilities with respect to the Participants and their Beneficiaries under the Plan, may any part of the corpus or income of the Trust Fund, or any asset of the Trust, be (at any time) used for, or diverted to, purposes other than the cxclusivc bcnefit of the Participants or their Beneficiaries. 12.02 AMENDMENT BY EMPLOYER The Employer has the right at any time and from time to time: (a) To amend this Agreement in any manner it deems necessary or advisable in order to qualify (or maintain qualification of) this Plan and the Trust created under it under the appropriate provisions of Code §401(a); and (b) To amend this Agreement in any other manner. No amendment may authorize or permit any of the Trust Fund (other than the part which is required to pay taxes and administration expenses) to be used for or diverted to purposes other than for the exclusive benefit of the Participants or their Beneficiaries or estates. No amendment may cause or permit any portion of -the Trust Fund to revert to *or become a property of the Employer. The Employer also may not make any amendment which affects the rights, duties or responsibilities -of the Trustee, the Plan Administrator, or the Advisory Committee without the written consent of the affected Trustee, the Plan Administrator or the affected member of the Advisory Committee. The Employer must make all amendments in writing. Each amendment must state the date to which it is either retroactively or prospectively effective. 12.03 TERMINATION OR DISCONTINUANCE OF PL AN. The Employer has the right, at any time, to suspend or discontinue its contributions under the Plan, and to terminate, at any time, this Plan and the Trust.. The Plan will terminate upon the first to occur of the following: (a) The date terminated by action of the Employer; or (b) The dissolution or merger of the Employer, unless the successor makes provision to continue the Plan, in which event the successor must substitute itself as the Employer under this Plan. Upon termination of the Plan, all Participant account balances shall be 100% Nontorteitable: Upon termination of the Plan, the distribution provision's of Article V1 remain operative. 35 12.04 MERGER/DIRECT TRANSFE The Trustee may not consent to, or be a party to, any merger or consolidation with another plan, or to a transfer of assets or liabilities to another plan, unless immediately after the merger, consolidation, or transfer, the surviving Plan provides each Participant a benefit equal to or greater than the benefit each Participant would have received had the Plan terminated immediately before the merger or consolidation or transfer. The Trustee possesses the specific authority to enter into merger agreements or direct transfer of assets agreements with the trustees of other retirement plans described in Code §401(a), including an elective transfer, and to accept the direct transfer of plan assets, or to transfer plan assets, as a party to any such agreement. The Trustee may accept a direct transfer of plan assets on behalf of an Employee prior to the date the Employee satisfies the Plan's eligibility conditions. If the Trustee accepts a direct transfer of plan assets, the Advisory Committee and Trustee must treat the Employee as a Participant for all purposes of the Plan except the Employee is not a Participant for purposes of sharing in Employer contributions or Participant forfeitures under - the Plan until he actually becomes a Participant in the Plan. On each Valuation Date, the Advisory Committee will credit any part of a Participant's Accrued Benefit retained in the Trust with its proportionate share of the Trust's income, expenses, gains and losses, both realized and unrealized. Upon termination of the Plan, the amount, if any, in a suspense account under Article Ill will revert to the Employer, subject to the conditions of the Treasury regulations permitting such a reversion. A resolution or amendment to freeze - all future benefit accrual but otherwise to continue maintenance of this Plan, is not a termination for purposes of Section 12.03. IN WITNESS WHEREOF, the City of Blair, Nebraska has caused- this amended Plan and Trust to be executed, in duplicate, by its duly authorized city official this 2 8 day of 2013, effective as of January 1, 2013. IND By: Its: 1" \Q dcZ 36