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Est Deferred Compensation ICMA RETIREMENT CORPORATION August 26, .1983 1120 G Street . Northwest \ Suite 700 , Washington DC 20005 ' Area Code 202 737.6616 Toll free 800 424.9249 CITY MANAGER CITY OF SALINA P.O. BOX 746 SALINA, KANSAS 6i40J i,-\ t i < '.j ~,-" .--.-.-.-",." Dear Sir/Madam' Due to recent federal regulations and a decision to moredlrectly invol ve employers in the admini stration of our deferred compe.nsatlon plan, we are amending the plan document and asking that you also Join the ICMA Retirement Trust. A full explanation of these changes is attached. The plan document we presently administer for you allows for amendments to qecome effectiv,e if you do not file an objection wi thin 60 days of our notice to you. This letter prOVides that notice. However, we have packaged the revised plan with a resolution for your governing body which addresses its adoption of the revision, as well as a Declaration of Trust for the ICMA Retirement Trust and certain minor amendments to the current trust agreement between you and the Retirement Corporation. The new Retirement Trust provides for your participation In the election of trustees to oversee the conduct of the program, but will not result in a change in the underlying investments. We believe this new structure further demonstrates Dur commitment to the welfare of our participating employers and employees. On October 24, 1983, the ballots for electing the first Board of Trustees will be mailed to those employe.rs which have formally adopted the trust. If you have any questions, please call toll-tree at 800-424-9249. er::~oo~ esident PLD/mam Enc. The ICMA Retirement Corporation is the administrator of a deferred compensation retirement plan for state and local govemment under the sponsorship of: Intemational City Management Association. Municipal Finance Officers Association. Intemational Personnel Management Association. National Institute of Municipal Law Officers. National League of Cities. American Society for Public Administration. American Institute of Planners. American Society of Planning Officials. American Public Wor1<s Association. American Public Power Association. Building Officials and Code Administrators Intemational . American Association of Il.irport Executives. Intemationallnstitute of Municipal Cler1<s . American Public Gas Association. Intemational Association of Assessing Officers IC~t\ RETIRE}VIENT CORPORATION 1120 G Street Northwest Suite 700 Washington DC 20005 Area Code 202 737-6616 Toll free 800 424-9249 FILE INFORMATION SHEET The information you provide on this sheet is essential for proper plan administration. As you complete this form, please refer to the instructions on the reverse side. 1. Employer's full name (City of, County of, etc.) City of Salina, Kansas 2. Plan Coordinator (Name and title of official to whom all correspondence and reports are to be mailed) Rufus L. Nye, City Manager 3. Employer's address P. O. Box 746 Slrpf't po Box ele J Sal ina KS 60402-0746 i c: ~; I 'slatel ZiP code" 4. Phone number (913)823-2277 5. Employer's Federal Tax Identification Number 48-6017228 6. How often will you make contributions? Semi-monthly 7. What is the first pay date of plan implementation? Ju I y 12, 1979 8. Number of employees eligible to participate 352 9. Total number of employees 352 - 'l .. INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CO RPORA TlON DEFERRED COMPENSATION PLAN .. .!UL 2:3 1979 Amended as ofJune 28, 1974 L...:IVIA _ R THIS DEFERRED COMPENSATION PLAN, hereby established by Ci t,y of ~~ 1 i n~. K;:m~~~1 hereinafter the Employer; by agreements with the I nternational City Management Association Retireme"!'t Corporation and with the employees, officers, and officials of said employer who become party to this agreement, by reason of a "Joinder Agreement" signed at this time, or at some time in the future. WH ER EAS, the Employer has certain employees rendering to it valuable services; and WHEREAS, the Employer is able to provide its employees with certain benefits under this Plan which assure to those participating employees reasonable retirement security; and WHEREAS. the Employer receives benefits from this Plan by increasing its ability to attract and retain competent personnel and by increasing its flexibility in personnel management. NOW THEREFORE WITNESSETH that the Employer has established this International City Management Association Retirement Corporation Deferred Compensation Plan and has caused it to be executed by the official affixing his signature on behalf of the Employer's governing body. Conversion Provision: Where an Employer has preViously established the ICMA-RC deferred compensation plan for its employees, this Plan shall supercede all previous documents and provisions thereof excePt that existing deferred compensation employment agreements will continue in full force and effect in lieu of Part I of this plan, and as such, have the immediate force and effect of a "Joinder Agreement" to this Plan. If the Employer and Employee desire to amend the existing Deferred Compensation Employment Agreement by substituting Part I of this Plan therefor, this may be done by execution of a "Joinder Agreement", Attest for Employer: For the Employer: By: ~ ~_ ~.<~ Signature of Authorized Official/Date ,.. Karen M. Graves. Mavor Print Name and Title ~ -rA " Attest for ICMA-Retirement Corporation For the ICMA Retirement Corporation / -... Signature of Authorized Official By:; ; . i-.. Signature of Authorized Official/Date '-------. Peter L lS~Groote General Manager William E. Besuden, Secretary-Treasurer SEE INSTRUCTIONS FOR IMPLEMENTATION PRIOR TO COMPLETING THIS SECTION Complete the following prior to mailing this agreement to the Retirement Corporation Full Name (City of, County of, etc.): City of Salina. Kansas Title of Official to whom correspondence and reports are to be mailed: (not name) City Manaqer Address: !include zip code) Enter your amendment date here: (It may be January 1 Or the beginning date of your fiscal year) January 1 st WH^T IS YOUR FIRST CONTRIBUTION D^TE HOW OFTEN WILL YOU M^KE CONTRIBUTIONS B i wee k 1 y Employers' Federal Tax Identification Number: July 12, 1979 Number of employees: 377 Number of employees eligible to participate: 377 .. - ' PRELIMINARY STATEMENT ESTABLISHMENT OF THE PLAN AMENDMENTS The International City Management Association Retirement Corporation, hereinafter the Retirement Corporation or ICMA-RC, is a nonprofit Delaware Corporation. It has been classified as a tax-exempt organization under the provisions of Section 501 lc) 131 of the Internal Revenue Code. As an aid in the improvement of state and municipal administration in general, the Retirement Corpora- tion is organized for the purpose of receiving and investing deferred compensation funds of state and local governments and their related and controlled public interest organizations which are tax exempt under Section 501 of the Internal Revenue Code, hereinafter referred to as "Employers"; to act as trustee and/or agent for the collection and reinvestment of the income therefrom; and to act as agent for such Employers and at their explicit direction for the distribution of the funds and assets of their accounts to their participating Employees in accordance with options provided in this International City Management Association Retirement Corporetion Deferred Compensation Plan, hereinafter referred to as the "Plan", or the "ICMA-RC Plan". The ICMA-RC Plan is set out below in two parts: I. The Deferred Compensation Employment Agreement; and II. The Master Trust Agreement. As set out below, the Employer adOPts this plan as its agreement with the participating Employees and ICMA-RC, and the Employees shall participate in the Plan through the execution of a Joinder Agreement, which by its terms incorporates all of the provisions of the Plan. A copy of the Plan shall be supplied to each Employee for his study and understanding prior to his execution of the Joinder Agreement. The Employers, through their participation in the Plan, express their desire to have the benefit of the continued loyalty, service and counsel of their Employees and to assist them in providing for the contingencies of old age dependency, disability, and death. This Plan may be amended from time to time for purposes of assuring its conformance to the requirements of any applicable law or rule or regulation pursuant thereto, and to preserve the tax-exempt status of the Plan and the Retirement Corporation. No amendment may either directly or indirectly operate to deprive any participating Employer of its beneficial interest in the Trust as it is then constituted. The Retirement Corporation will notify the partiCipating Employers of any amendment to this Plan no later than sixty dayS prior to its effective date. Any such amendment will become effective after the expiration of that pariod of time, except to those Employers as may file an Objection. No amendment proposed by participating Employers shall be effective unless agreed to by the ICMA Retirement Corporation over the signature of an Officer. PART I. DEFERRED COMPENSATION EMPLOYMENT AGREEMENT 1. Deferred Compensation-Initial Decision-Future Changes 1.1 There is no limit on the amount or percentage of the total compensation of the Employee which may be deferred by the Employer under this Plan. 1.2 For the purpose of this Plan the following definitions apply: a. "Total compensation" is the total of compensation to be paid by the Employer for the services of the Employee, regardless of the terms used for its components, as, for example, "base pay," "in addition to base pay," "employer's contributions," etc.; b. "Deferred compensation" is that amount or percentage of the total compensation of the Employee which the Employer currently defers from the payment to the Employee, and, instead, depOSits same into a Deferred Compensation Account with the Retirement Corporation under the terms of this Plan. Deferred compensation may include amounts from - or percentages of both "base pay" and "employers contributions" or it may include amounts from or percentages of only one of these components; c. "Current compensation" is that portion of the Employee's total compensation which is not deferred compensation as deferred compensation is defined herein; and d. "Base pay" is the stated salary of the Employee. 1.3 The determination of the initial amount or percentage and of any future change in amount or percentage of deferred compensation must be made before the beginning of the period of service for which the compensation is payable. 1.4 The amount of total compensation may be adjusted from time to time without altering the terms of this Plan. However, the percentage or amount of deferred compensation may be adjusted in accordance with 1.3 above. Any such adjustment of the percentage or amount of deferred compensation shall be communicated to the Employer's agent, the Retirement Corporation, and the deposits in the adjusted percentages or amounts, if changed from the prior existing percentages or amounts, shall thereafter be made by the Employer into its Retirement Corporation Account. 2. Deferred Compensation Account. Under this Plan, deferred compensation shall be credited and paid into the Trust established and maintained with the International City Management Association Retirement Corporation as Trustee. The Retirement Corporation is a llonprofit corporation formed for the specific purpose of investing and otherwise administering the funds of said Trust. The Trust may be revoked at any time by the Employer, and upon revocation of said Trust, all of the assets thereof shall return to and revert to the Employer. The Employer shall keep accurate books and records with respect to the Employee's total compensation or other earned income and with respect to amounts paid into said Trust. 3. Ownership of Funds. Neither the Employee nor any benefiCiary thereof shall have any interest whatsoever in the funds paid into the Deferred Compensation Account or in the accumulations or any increments on such funds, which shall at all times remain as an asset of the Employer, subject to its absolute dominion, control, and right of withdrawal until such time as the funds or assets of the Account are are distributed to the Employee in accordance with the provisions of this Plan. The obligations of the Employer to pay deferred compensation is contractual only, the Employee having no preferred or special interest or claim, by way of trust, annuity, or otherwise, in and to the specific funds and assets held in the Deferred Compensation Account. The contractual obligations of the Employer to pay the funds and assets in its Deferred Compensation Account to the Employee or his beneficiary on the applicable distribution date shall be a continuing obligation upon the Employer, and shall not be relieved by any agreement between the Employer and any other party, excePt as provided in Section 2 of Paragraph 12 of this Plan, and shall not be affected in any manner by amendment or revocation of the Trust referred to in Pargraph 2 herein or by reversion of the Trust Funds to the Employer. The provisions of this Paragraph shall supersede and control any other provision of this Plan which could be interpreted to be in conflict therewith. 4. Administration of Funds. The funds deposited in the Deferred Compensation Account shall be invested and reinvested by the Retirement Corporation, as provided for in the Trust Fund described in Part II of this Plan, in any manner which in its sole discretion it deems desirable, without regard at any time to any legal limitation governing the investment of such funds. The Account shall also reflect the gain or loss resulting from the investment and reinvestment thereof. This Trust Fund may be commingled with others established by the Trustee with other Employers under this Plan. 5. Designation of I nvestments. Each participating Employer, being advised of the preferences of, and for the benefit of each of its participating Employees, shall designate the percentage of the deferred compensation involved which shall be invested in the respective types of investment funds (accounts) of the Retirement Corporation, such as the Equity (Variable) Fund or the Fixed-I ncome Fund, unless the laws of the applicable state or local government require otherwise, in which case those laws shall govern. Future elections to change the percentage to be invested in each type of Fund may only be made prior to and for the next succeeding annual period of service for which the compensation is payable by filing written notice thereof with the Retirement Corporation. Such notice will not be effective until received by the Retirement Corporation. 6. Payment of Deferred Compensation. The words "designated age", as used in this Paragraph and in Paragraph 9 of this Plan, shall mean the designated age which appears in the Joinder Agreement executed by the participating Employee. These words, as used in this Paragraph, in Paragraph 9, and in the Joinder Agreement, shall also include the following, without repetition therein: "or later, in the sole discretion of the Employer, at the end of his employment agreement, if Employee continues in the employ of the Employer after he attains the designated age." At such time as the Employee reaches the designated age, becomes permanently disabled, or dies, whichever occurs first, he, or his beneficiary or beneficiaries, nominee or estate is/are entitled to receive payment in the Deferred Compensation Account outstanding on the date on which one of the foregoing occurs. Payments occasioned by the Employee having reached the designated age, becoming permanently disabled, or by his death shall be made in accordance with the provisions of Paragraph 7 hereof as follows: a. Payments in monthly, quarterly, semi-annual, or annual payments over the period of life expectancy of the Employee in accordance with the following procedure: Upon reaching the designated age, or becoming permanently disabled from permanent full-time employment, whichever fil'1lt occurs, the Employee's life expectancy shall be determined by reference to Standard U.S. Mortality Tables: the amounts of assets and accumulations in the Deferred Compensation Account shall be computed together with a reasonable rate of return on said assets, less the amount of expected monthly distribution, over the life expectancy of the Employee; and a monthly amount shall then be mathematically determined, the payment of which, in equal monthly installments over the period of the life expectancy of the Employee, shall completely deplete the said Account at the end of the last year of life expectancy; or b. Payments in monthly, quarterly, semi-annual, or annual payments in accordance with the following procedure: Unless the Employee's employment terminates prior to the time he attains the designated age, amounts equal to the benefits received by the Employer, under retirement annuity policies, shall be paid to the Employee, at such time as he attains the designated age; or, in the case of death, payment to his beneficiary or beneficiaries, nominee or estate pursuant to the procedures provided in said policies and Paragraphs 7 and 8 of this Plan; or c. Payments in monthly, quarterly, semi-annual, or annual installments over a period of not exceeding ten (101 years, said payments to include a reasonable return on the funds, assets and accumulations in the Deferred Compensation Account, less the amount of expected monthly, quarterly, semi-annual, or annual distribution, over the said ten (101 year period; or d. One lump sum payment. 7. Selection of Method of Payment. The method of payment shall be selected by the Employer, acting through the Retirement - Corporation as its duly authorized agent, due consideration being given to health, financial circumstances and family obligations of the Employee. In this regard, the Employee may be consulted; however, he shall have no voice in the decision reached. 8. Payments in the Event of Death. a. During the Period of Distribution. I n the event of the Employee's death during the period of distribution, the Employee's beneficiary shall be entitled to receive payments in accordance with the payment method being employed at the time of the Employee's death. With the consent of the Employer, acting through the Retirement Corporation as its duly authorized agent, said beneficiary may elect to receive a lump-sum in lieu of installment payments. b. Prior to Distribution. In the event of the death of the Employee prior to the distribution, the funds and assets of the Deferred Compensation Account shall be paid in accordance with one of the methods described in subparagraphs a, b, c, or d of Paragraph 6 hereof. The selection of said method shall be made by the Employer acting through the Retirement Corporation as its dUly authorized agent. 9. Payment Dates. Payments shall commence on the first day of the month, following the attainment of the designated age, or later, on the first day of the month after the end of his employment agreement, if Employee continues in the employ of the Employer after he attains the designated age, or likewise following permanent disability, or death; and, in the case of installment payments, shall be made continuously thereafter on the first day of each succeeding month, or, in the event quarterly, semi-annual, or annual payment installment periods are applied, then continuously thereafter on the first day of each succeeding month which begins the time periOd (quarterly, etc.) involved until such time as the Deferred Compensation Account is depleted in its entirety. 10. Disbursing Agent. The Retirement Corporation shall act as agent of the Employer for purposes of disbul'1ling payments. The ultimate obligation for making such payments, however, shall remain with the Employer. 11. Accumulation During the Distribution Period. During the period of distribution, the Employee or his beneficiary or beneficiaries, nominee or estate, as the case may be, shall continue to be credited with all the interest, accumulations, and increments on the undistributed funds and assets in the Deferred Compensation Account, until such Account is depleted in its entirety. 12. Section 1. Termination of Employment. Upon termination of the Employee's services, for any reason other than death, the funds, assets, and accumulations in the Deferred Compensation Account shall not be transferred to an account with a new employer of the. Employee, and, instead, they shall remain in the original Account as assets of the old Employer until such time as they are distributed in accordance with the provisions of this Plan, except as provided in Section 2 of this Paragraph. Section 2. Transfer of Employment with Consideration Between Employers- Tripartite Agreement. In the event the Employee accePts employment with a new employer participating in the ICMA-RC Deferred Compensation Plan, then, if the past Employer finds that it has no present or future need of the funds, assets, and accumulations in the said Account for the payment of its general creditors or for any other purpose whatsoever, in consideration of its desire to avoid the continuing expense of maintaining records, and receiving, examining, verifying and filing annual reports of the Retirement Corporation, and in consideration of avoiding the possible future expeses of litigation of Employee's continuing contractual rights to payment of deferred compensation on his retirement as herein provided in the event of any possible future revocation and withdrawal by the past Employer of the funds, assets, and accumulations in the said Account, the past - . Employer may, at its discretion, authorize the Retirement Corporation, as its agent, to propose to the new Employer that the bnds, assets, and accumulations of the said Account be transferred to the ownership, control, and right of withdrawal of the new employer, and to do so in the event the new Employer, in consideration of the increased value of the Employee's services by reason of the experience gained while in past employment, agrees to accept same, and the respective Employers and the Employee sign an appropriate form of Agreement in which the new Employer also agrees to assume the continuing contractua' liability to pay deferred compensation so transferred upon retirement of the Employee and the Employee releases the past Employer from said continuing obligation to do same. 13. Losses. The Employer shall not be responsible for any loss due to investment or failure of investment of funds and assets in said Deferred Compensation Account nor shall the Employer be required to replace any loss whatsoever which may result from said investments. 14. Nonassignability of Deferred Compensation. The Employee during his lifetime shall not be entitled to commute, encumber, sell or otherwise dispose of his rights to receive deferred compensation payments provided for herein, and the right thereto shall be nonassignable and nontransferable. In the event of any attemPted assignment or transfer thereof, the Employer shall have no further liability under this Agreement. 15. Participation in other Employee Benefit Plans. Nothing herein contained shall in any manner modify, impair, or affect the existing or future rights or shall in any manner modify, impair, or affect the existing or future rights or interest of the Employee (a) to receive any employee benefits to which he would otherwise be entitled, or (bl as a participant in any future pension plan, it being understood that the rights and interests of the Employee to any employee benefits or as a participant or beneficiary in or under any or all such plans respectively shall continue in full force and effect unimpaired, and the Employee shall have the right at any time hereafter to become a beneficiary under or pursuant to any and all such plans. 16. Definitions. The meaning of any term or terms, phrase, clause, or sentence used in this Agreement, which is also used in the By-Laws of the Retirement Corporation, shall be defined as these are defined in ARTICLE II, Section 2 of the By-Laws. Masculine pronouns, whenever used herein, include the feminine pronouns, and the singular includes the plural unless the context requires another meaning. 17. Validity of Agreement. This Agreement shall not be valid or enforceable unless signed by an officer of Employer, authorized, by the governing body of the Employer, as, for example, the City Council, and unless this Agreement is implemented by the execution of the Joinder Agreement. PART II. MASTER TRUST AGREEMENT AGREEMENT made by and between the aforenamed Employer and the I nternational City Management Association Retirement Corporation (hereinafter the "Trustee" or "Retirement Corporation"), a nonprofit corporation organized and existing under the laws of the State of Delaware, for the purpose of investing and otherwise administering the funds set aside by Employers in con nection with Deferred Compensation Agreements with Employees. WHEREAS, The Employer desires to enter into agreements with its Employees whereby its Employees agree to defer payments of specified percentages of or amounts from their total compensation as "deferred compensation" is defined in said agreements until the occurence of certain events; WH ER EAS, in order that there will be sufficient funds available to discharge the foregoing contractual obligations, the Employer - desires to set aside periodic amounts equal to the percentage or amount of total periodic compensation deferred; WHEREAS, the funds set aside, together with any and all investments thereto, are to be exclusively within the dominion, control, and ownership of the Employer, and subject to the Employer's absolute right of withdrawal, the Employee having no interest whatsoever therein; NOW, THEREFORE, this Agreement witnesseth that (a) the Employer will pay monies to the Trustee to be placed in deferred compensation accounts for the Employer; (bl the Trustee covenants that it will hold said sums, and any other funds which it may receive hereunder, in trust for the uses and purposes and upon the terms and conditions hereinafter stated; and (c) the parties hereto agree as follows: ARTICLE 1. General Duties of the Parties. Section 1.1 General Duty of the Employer. The Employer shall make regular periOdic payments equal to the percentages of or a mounts from its participating Employees' total periodic compensations which are deferred in accordance with the terms and conditions of Deferred Compensation Employment Agreements with such Employees, or with any subsequent modification thereof. Section 1.2. General Duties of the Trustee. The Trustee shall hold all funds received by it hereunder, which, together with the income therefrom, shall constitute the Trust Funds. It shall administer the Trust Funds, collect the income thereof, and make payments therefrom, all as hereinafter provided. The Trustee shall also hold all Trust Funds which are transferred to it as successor Trustee by the Employer from existing deferred compensation arrangements with its Employees which meet the same Internal Revenue Code requirements which govern the ICMA-RC Deferred Compensation Plan. Such Trust Funds shall be subject to all of the terms and provisions of this Agreement. ARTICLE II. Powers and Duties of the Trustee in Investment, Administration, and Disbursement of the Trust Fund. Section 2.1 I nvestment Powers and Duties of the Trustee. The Trustee shall have the power in its discretion to invest and reinvest the principal and income of the Trust Fund and keep the Trust Fund invested, without distinction between principal and income, in such securities or in other property, real or personal, wherever situated, as the Trustee shall deem advisable, including, but not limited to, stocks, common or preferred, bonds, retirement annuity and insurance policies, mortgages, and other evidences of indebtedness or ownership, and in common trust funds of approved financial or investment institutions, with such institutions acting as Trustee of such common trust funds, or separate and different types of funds (accounts) including equity, fixed-income, and those which fulfill requirements of state and local governmental laws, established with such approved financial or investment institutions. For these purposes, this Trust Fund may be commingled with others establ ished by the Trustee under this form of agreement with other Employers. In making such investments, the Trustee shall not be subject at any time to any legal limitation governing the investment of such funds. Investment powers and investment discretion vested in the Trustee by this Section may be delegated by the Trustee to any bank, insurance or trust company, or any investment advisor, manager or agent selected by it. Section 2.2. Administrative Powers of the Trustee. The Trustee shall have the power in its discretion: (a) To purchase, or subscribe for, any securities or other property and to retain the same in trust. (b) To sell, exchange, convey, transfer or otherwise dispose of any securities or other property held by it, by private contract, or at public auction. No person dealing with the Trustee shall be bound to see the application of the purchase ~ .. . .. money or to inquire into the validity, expediency, or propriety of any such sale or other disposition. (c) To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, sUbscription rights, or other oPtions, and to make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust Funds. (d) To cause any securities or other property held as part of the Trust Funds to be registered in its own name, and to hold any I nvestments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are a part of the Trust Funds. (el To borrow or raise money for the purpose of the Trust in such amount, and upon such terms and conditions, as the Trustee shall deem advisable; and, for any sum so borrowed, to issue its promissory note as Trustee, and to secure the repayment thereof by pledging all, or any part, of the Trust Funds. No person lending money to the Trustee shall be bound to see the application of the money lent or to inquire into its validity, expediency or propriety of any such borrowing. (f) To keep such portion of the Trust Funds in cash or cash balances as the Trustee, from time to time, may deem to be in the best interests of the Trust created hereby, without liability for interest thereon. (g) To accept and retain for such time as it may deem advisable any securities or other property received or acquired by it as Trustee hereunder, whether or not such securities or other property would normally be purchased as investments hereunder. (hI To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted. (j) To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Trust Funds; to commence or defend suits or legal or administrative proceedings; and to represent the Trust Funds in all suits and legal and administrative proceedings. (j) To do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust Funds and to carry out the purposes of this Trust. Section 2.3. Distributions from the Trust Funds. The Employer hereby appoints the Trustee as its agent for purposes of selecting the method by which distributions from the Trust Funds are to be made, as well as for purposes of making such distributions. In this regard the terms and conditions set forth in the Agreements to be executed between the Employer and its Employees, and any subsequent modifications thereof, are to guide and control the Trustee's power. Section 2.4. Valuation of Trust Funds. At least once a year as of Valuation Dates designated by the Trustees, the Trustee shall determine the value of the Trust Funds. Assets of the Trust Funds shall be valued at their market values at the close of business on the Valuation Date, or, in the absence of readily ascertainable market values as the Trustee shall determine, in accordance with methods consistently followed and uniformly applied. - ARTICLE III. For Protection of Trustee. Section 3.1. Evidence of Action by Employer. The Trustee may rely upon any certificate, notice or direction purporting to have been signed on behalf of the Employer which the Trustee believes to have been signed by a duly designated official of the Employer. No communication shall be binding upon any of the Trust Funds or Trustee until they are received by the Trustee. Section 3.2. Advice of Counsel. The Trustee may consult with any legal counsel with respect to the construction of this Agreement, its duties hereunder, or any act, which it proposes to take or omit, and shall not be liable for any action taken or omitted in good faith pursuant to such advice. Section 3.3. Miscellaneous. The Trustee shall use ordinary care and reasonable diligence, but shall not be liable for any mistake of judgment or other action taken in good faith. The Trustee shall not be liable for any loss sustained by the Trust Funds by reason of any investment made in good faith and in accordance with the provisions of this Agreement. The Trustee's duties and obligations shall be limited to those expressly imposed upon it by this agreement, notwithstanding any reference of the Plan. ARTICLE IV. Taxes, Expe~ and Compensation of Trustee. Section 4.1 Taxes. The Trustee shall deduct from and charge against the Trust Funds any taxes on the Trust Funds or the income thereof or which the Trustee is required to pay with respect to the interest of any person therein. Section 4.2. Expenses. The Trustee shall deduct from any charge against the Trust funds all reasonable expenses incurred by the Trustee in the administration of the Trust Funds, including counsel, agency and other necessary fees. ARTICLE V. Settlement of Accounts. The trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions hereunder. Within 90 dayS after the close of each fiscal year, the Trustee shall render in duplicate to the Employer an account of its acts and transactions as Trustee hereunder. If any part of the Trust Fund shall be invested through the medium of any common, collective or commingled Trust Funds, the last annual report of such Trust Funds shall be submitted with and incorporated in the account. If within 90 dayS after the mailing of the account or any amended account the Employer has not filed with the Trustee notice of any Objection to any act or transaction of the Trustee, the account or amended account shall become an account stated. If any objection has been filed, and if the Employer is satisfied that it should be withdrawn or if the account is adjusted to the Employer's satisfaction, the Employer shall in writing filed with the Trustee signify approval of the account and it shall become an account stated. When an account becomes an account stated, such account shall be finally settled, and the Trustee shall be completely discharged and released, as if such account had been settled and allowed by a judgment or decree of a court of competent jurisdiction in an action or proceeding in which the Trustee and the Employer were parties. The Trustee shall have the right to apply at any time to a court of competent jurisdiction for the judicial settlement of its account. ARTICLE VI. Resignation and Removal of Trustee. Section 6.1. Resignation of Trustee. The Trustee may resign at any .time by filing with the Employer its written resignation. Such resignation shall take effect 60 days from the date of such filing and upon appointment of a successor pursuant to Section 6.3, whichever shall first occur. Section 6.2. Removal of Trustee. The Employer may remove the Trustee at any time by delivering to the Trustee a written notice .' . , of its removal and an appointment of a successor pursuant to Section 6.3. Such removal shall not take effect prior to 60 days from such delivery unless the Trustee agrees to an earlier effective date. Sect i on 6.3. A ppoi ntment of Successor Trustee. The appointment of a successor to the Trustee shall take effect upon the delivery to the Trustee (a) an instrument in writing executed by the Employer appointing such successor, and exonerating such successor from liability for the acts and omissions of its predecessor, and (b) an acceptance in writing, executed by such successor. All of the provisions set forth herein with respect to the Trustee shall relate to each successor with the same force and effect as if such successor had been originally named as Trustee hereunder. If a successor is not appointed within 60 dayS after the Trustee gives notice of its resignation pursuant to Section 6.1, the Trustee may apply to any court of competent jurisdiction for appointment of a successor. Section 6.4 Transfer of Funds to Successor. Upon the resignation or removal of the Trustee and appointment of a successor, and after the final account of the Trustee has been properly settled, the Trustee shall transfer and deliver any of the Trust Funds involved to such successor. ARTICLE VII. Duration and Revocation of Trust Agreement. Section 7.1. Duration and Revocation. This Trust shall continue for such time as may be necessary to accomplish the purpose for which it was created but may be terminated or revoked at any time by the Employer as it relates to any and/or all related participating Employees. Written notice of such termination or revocation shall be given to the Trustee by the Employer. Upon termination or revocation of this Trust, all of the assets thereof shall return to and revert to the Employer. Termination of this Trust shall not, however, relieve the Employer of the Employer's continuing obligation to pay deferred compensation upon the applicable distribution date to any and/or each Employee with whom the Employer has entered into a Deferred Compensation Employment Agreement. Section 7.2. Amendment. The Employer shall have the right to amend this Agreement in whole and in part but only with the Trustee's written consent. Any such amendment shall become effective upon (a) delivery to the Trustee of a written instrument of amendment, and (b) the endorsement by the Trustee on such instrument of its consent thereto. ARTICLE VIII. Miscellaneous. Section 8.1. Laws of the State of Delaware to Govern. This agreement and the Trust hereby created shall be construed and regulated by the laws of the State of Delaware. Section 8.2. Successor Employers. The term "Employer" shall include any person who succeeds the Employer and who adOPts the Deferred Compensation Plan of the Retirement Corporation and becomes a party to this agreement with the consent of the Trustee. Section 8.3. Withdrawals. The Employer may, at any time, and from time to time, withdraw a portion or all of the Trust Funds created by this Agreement and related Deferred Compensation Employment Agreements. Section 8.4. Definitions. Definitions in the By-Laws of terms, phrases, etc., used herein apply to the same herein. The masculine includes the feminine and the singular includes the plural unless the context requires another meaning. APPENDIX A ("EMPLOYER") DEFERRED COMPENSATION PLAN I. INTRODUCTION The Employer hereby establishes the Employer's Deferred Compensation Plan, hereinafter referred to as the "Plan." The Plan consists of the provisions set forth in this document. The primary purpose of this Plan is to provide retirement income and other deferred benefits to the Employees of the Employer in accordance with the provisions of section 457 of the Internal Revenue Code of 1954, as amended. This Plan shall be an agreement solely between the Employer and participating Employees. II. DEFINITIONS 2.01 Account: The bookkeeping account maintained for each Participant reflecting the cumulative amount of the Participant's Deferred Compensation, including any income, gains, losses, or increases or decreases in market value attributable to the Employer's investment of the Participant's Deferred Compensation, and further reflecting any distribu- tions to the Participant or the Participant's Beneficiary and any fees or expenses charged against such Participant's Deferred Compensation. 2.02 Administrator: The person or persons named to carry out certain nondiscretionary administrative functions under the Plan, as hereinafter described. The Employer may remove any person as Administrator upon 60 days advance notice in writing to such person, in which case the Employer shall name another person or persons to act as Administrator. The Administrator may resign upon 60 days advance notice in writing to the Employer, in which the case the Employer shall name another person or persons to act as Administrator. 2.03 Beneficiary: The person or persons designated by the Participant in his Joinder Agreement who shall receive any benefits payable hereunder in the event of the Participant's death. 2.04 Deferred Compensation: The amount of Normal Compensa- tion otherwise payable to the Participant which the Participant and the Employer mutually agree to defer hereunder, any amount credited to a Participant's Account by reason of a transfer under Section 6.03, or any other amount which the Employer agrees to credit to a Participant's Account. 2.05 Employee: Any individual who provides services for the Employer, whether as an employee of the Employer or as an independent contractor, and who has been designated by the Employer as eligible to participate in the Plan. 2.06 Includible Compensation: The amount of an Employee's compensation from the Employer for a taxable year that is attributable to services performed for the Employer and that is includible in the Employee's gross income for the taxable year for federal income tax purposes; such term does not include any amount excludable from gross income under this Plan or any other plan described in section 457(b) of the Internal Revenue Code, any amount excludable from gross income under section 403(b) of the Internal Revenue Code, or any other amount excludable from gross income for federal income tax purposes. Includible Compensation shall be determined without regard to any community property laws. 2.07 Joinder Agreement: An agreement entered into between an Employee and the Employer, including any amendments or modifications thereof. Such agreement shall fix the amount of Deferred Compensation, specify a preference among the investment alternatives designated by the Employer, designate the Employee's Beneficiary or Beneficiaries, and incorporate the terms, conditions, and provisions of the Plan by reference. 2.08 Normal Compensation: The amount of compensation which would be payable to a Participant by the Employer for a taxable year if no Joinder Agreement were in effect to defer compensation under this Plan. 2.09 Normal Retirement Age: Age 70, unless the Participant has elected an alternate Normal Retirement Age by written instrument delivered to the Administrator prior to Separation from Service. A Participant's Normal Retirement Age determines (a) the latest time when benefits may commence under this Plan (unless the Participant continues employ- ment after Normal Retirement Age), and (b) the period during which a Participant may utilize the catch-up limitation of Section 5.02 hereunder. Once a Participant has to any extent utilized the catch-up limitation of Section 5.02, his Normal Retirement Age may not be changed. A Participant's alternate Normal Retirement Age may not be earlier than the earliest date that the Participant will become eligible to retire and receive unreduced retirement benefits under the Employer's basic retirement plan covering the Participant and may not be later than the date the Participant attains age 70. If a Participant continues employment after attaining age 70, not having previously elected an alternate Normal Retirement Age, the Participant's alternate Normal Retirement Age shall not be later than the mandatory retirement age, if any, established by the Employer, or the age at which the Participant actually separates from service if the Employer has no mandatory retirement age. If the Participant will not become eligible to receive benefits under a basic retirement plan maintained by the Employer, the Participant's alternate Normal Retirement Age may not be earlier than attainment of age 55 and may not be later than attainment of age 70. 2.10 Participant: Any Employee who has joined the Plan pursuant to the requirements of Article IV 2.11 Plan Year: The calendar year. - 2.12 Retirement: The first date upon which both of the following shall have occurred with respect to a Participant: Separation from Service and attainment of Normal Retirement Age. 2.13 Separation from Service: Severance of the Participant's employment with the Employer. A Participant shall be deemed to have severed his employment with the Employer for purposes of this Plan when, in accordance with the established practices of the Employer, the employment relationship is considered to have actually terminated. In the case of a Participant who is an independent contractor of the Employer, Separation from Service shall be deemed to have occurred when the Participant's contract under which services are performed has completely expired and terminated, there is no foreseeable possibility that the Employer will renew the contract or enter into a new contract for the Participant's services, and it is not anticipated that the Participant will become an Employee of the Employer. III. ADMINISTRATION 3.01 Duties of Employer: The Employer shall have the authority to make all discretionary decisions affecting the rights or benefits of Participants which may be required in the administration of this Plan. 3.02 Duties of Administrator: The Administrator, as agent for the Employer, shall perform nondiscretionary administrative functions in connection with the Plan, including the maintenance of Participants' Accounts, the provision of periodic reports of the status of each Account and the disbursement of benefits on behalf of the Employer in accordance with the provisions of this Plan. IV. PARTICIPATION IN THE PLAN 4.01 Initial Participation: An Employee may become a Participant by entering into a Joinder Agreement prior to the beginning of the calendar month in which the Joinder Agreement is to become effective to defer compensation not yet earned. 4.02 Amendment of Joinder Agreement: A Participant may amend an executed Joinder Agreement to change the amount of compensation not yet earned which is to be deferred (including the reduction of such future deferrals to zero) or to change his investment preference (subject to such restric- tions as may result from the nature or terms of any investment made by the Employer). Such amendment shall become effective as of the beginning of the calendar month commencing after the date the amendment is executed. A Participant may at any time amend his Joinder Agreement to change the designated Beneficiary and such amendment shall become effective immediately. V. LIMITATIONS ON DEFERRALS 5.01 Normal Limitation: Except as provided in Section 5.02, the maximum amount of Deferred Compensation for any Participant for any taxable year shall not exceed the lesser of $7,500.00 or 33 1/3 percent of the Participant's Includible Compensation for the taxable year. This limitation will ordinarily be equivalent to the lesser of $7,500.00 or 25 percent of the Participant's Normal Compensation. 5.02 Catch-up Limitation: For each of the last three (3) taxable years of a Participant ending before his attainment of Normal Retirement Age, the maximum amount of Deferred Compensation shall be the lesser of (1) $15,000 or (2) the sum of (i) the Normal Limitation for the taxable year, and (ii) that portion of the Normal Limitation for each of the prior taxable years of the Participant commencing after 1978 during which the Plan was in existence and the Participant was eligible to participate in the Plan (or in any other plan established under section 457 of the Internal Revenue Code by an employer within the same State as the Employer) less the amount of Deferred Compensation for each such prior taxable year (including amounts deferred under such other plan). For purposes of this Section 5.02, a Participant's Includible Compensation for the current taxable year shall be deemed to include any Deferred Compensation for the taxable year in excess of the amount permitted under the Normal Limitation, and the Participant's Includible Compen- sation for any prior taxable year shall be deemed to exclude any amount that could have been deferred under the Normal Limitation for such prior taxable year. 5.03 Section 403(b) Annuities: For purposes of Sections 5.01 and 5.02, amounts contributed by the Employer on behalf of a Participant for the purchase of an annuity contract described in section 403(b) of the Internal Revenue Code shall be treated as if such amounts constituted Deferred Compensa- tion under this Plan for the taxable year in which the contribution was made and shall thereby reduce the maximum amount that may be deferred for such taxable year. VI. INVESTMENTS AND ACCOUNT VALUES 6.01 Investment of Deferred Compensation: All investments of Participants' Deferred Compensation made by the Employer, including all property and rights purchased with such amounts and all income attributable thereto, shall be the sole property of the Employer and shall not be held in trust for Participants or as collateral security for the fulfillment of the Employer's obligations under the Plan. Such property shall be subject to the claims of general creditors of the Employer, and no Participant or Beneficiary shall have any vested interest or secured or preferred position With respect to such property or have any claim against the Employer except as a general creditor 6.02 Crediting of Accounts: The Participant's Account shall reflect the amount and value of the investments or other property obtained by the Employer through the investment of the Participant's Deferred Compensation. It is anticipated that the Employer's investments with respect to a Participant will conform to the investment preference specified in the Participant's Joinder Agreement, but nothing herein shall be construed to require the Employer to make any particular investment of a Participant's Deferred Compensation. Each Participant shall receive periodic reports, not less frequently than annually, showing the then-current value of his Account. 6.03 Acceptance of Transfers: Pursuant to an appropriate written agreement, the Employer may accept and credit to a Participant's Account amounts transferred from another employer within the same State representing amounts held by such other employer under an eligible State deferred compensation plan described in section 457 of the Internal Revenue Code Any such transferred amount shall not be treated as a deferral subject to the limitations of Article V, provided however, that the actual amount of any deferral under the plan from which the transfer is made shall be taken into account in computing the catch-up limitation under Section 502 6.04 Employer Liability: In no event shall the Employer's liability to pay benefits to a Participant under Article VI exceed the value of the amounts credited to the Participant's Account; the Employer shall not be liable for losses arising from depreciation or shrinkage in the value of any investments acquired under this Plan VII. BENEFITS 7.01 Retirement Benefits and Election on Separation from Service: Except as otherwise provided in this Article VII, the distribution of a Participant's Account shall commence during the second calendar month after the close of the Plan Year of the Participant's Retirement, and the distribution of such Retirement benefits shall be made in accordance With one of the payment options described In Section 702. Notwithstanding the foregoing, the Participant may irrevo- 2 cably elect within 60 days following Separation from Service to have the distribution of benefits commence on a date other than that described in the preceding sentence which is at least 60 days after the date such election is delivered in writing to the Employer and forwarded to the Administrator but not later than 60 days after the close of the Plan Year of the Participant's Retirement. 7.02 Payment Options: As provided in Sections 701,7.05 and 7.06, a Participant may elect to have the value of his Account distributed in accordance with one of the following payment options, provided that such option is consistent with the limitations set forth in Section 7.03: (a) Equal monthly, quarterly, semi-annual or annual payments in an amount chosen by the Participant, continuing until his Account is exhausted; (b) One lump sum payment; (c) Approximately equal monthly, quarterly, semi-annual or annual payments, calculated to continue for a period certain chosen by the Participant; (d) Payments equal to payments made by the issuer of a retirement annuity policy acquired by the Employer; (e) Any other payment option elected by the Participant and agreed to by the Employer. A Participant's election of a payment option must be made at least 30 days before the payment of benefits is to commence. If a Participant fails to make a timely election of a payment option, benefits shall be paid monthly under option (c) above for a period of five years 7.03 Limitation on Options: No payment option may be selected by the Participant under Section 702 unless the present value of the payments to the Participant, determined as of the date benefits commence, exceeds 50 percent of the value of the Participant's Account as of the date benefits commence. Present value determinations under this Section shall be made by the Administrator in accordance with the expected return multiples set forth in section 1.72-9 of the Federal Income Tax Regulations (or any successor provision to such regulations). 7.04 Post-retirement Death Benefits: Should the Participant die after he has begun to receive benefits under a payment option, the remaining payments, if any, under the payment option shall be payable to the Participant's Beneficiary commencing within 60 days after the Administrator receives proof of the Participant's death, unless the Beneficiary elects payment under a different payment option at least 30 days prior to the date that the first payment becomes payable to the Beneficiary. In no event shall the Employer or Administrator be liable to the Beneficiary for the amount of any payment made in the name of the Participant before the Administrator receives proof of death of the Participant. Notwithstanding the foregoing, payments to a Beneficiary shall not extend over a periOd longer than (i) the Beneficiary's life expectancy if the Beneficiary is the Participant's spouse or (ii) fifteen (15) years if the Beneficiary is not the Participant's spouse. If no Beneficiary IS designated in the JOinder Agreement, or if the designated Beneficiary does not survive the Participant for a period of fifteen (15) days, then the commuted value of any remaining payments under the payment option shall be paid in a lump sum to the estate of the Participant. If the designated Beneficiary survives the Participant for a period of fifteen (15) days, but does not continue to live for the remaining period of payments under the payment option (as modified, if necessary, in conformity with the third sentence of this section), then the commuted value of any remaining payments under the payment option shall be paid In a lump sum to the estate of the Beneficiary. 7.05 Pre-retirement Death Benefits: Should the Participant die before he has begun to receive the benefits provided by Sections 7.01 or 7.06, a death benefit equal to the value of the Participant's Account shall be payable to the Beneficiary commencing no later than 60 days after the close of the Plan Year in which the Participant would have attained Normal Retirement Age. Such death benefit shall be paid in a lump sum unless the Beneficiary elects a different payment option within 90 days of the Participant's death. A Beneficiary who may elect a payment option pursuant to the provisions of the preceding sentence shall be treated as if he were a Participant for purposes of determining the payment options available under Section 7.02; provided, however, that the payment option chosen by the Beneficiary must provide for payments to the Beneficiary over a period no longer than the life expectancy of the Beneficiary if the Beneficiary is the Participant's spouse and must provide for payments over a periOd not in excess of fifteen (15) years if the Beneficiary is not the Participant's spouse. 7.06 Disability: I n the event a Participant becomes disabled before the commencement of Retirement benefits under Section 701, the Participant may elect to commence benefits under one of the payment optIOns described in Section 7.02 on the last day of the month follOWing a determination of disability by the Employer The Participant's request for such determination must be made within a reasonable time after the impairment which constitutes the disability occurs. A Participant shall be considered disabled for purposes of this Plan if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or be of long-continued and indefin ite duration. The disability of any Participant shall be determined in accordance with uniform principles consistently applied and upon the basis of such medical evidence as the Employer deems necessary and desirable. 7.07 Unforeseeable Emergencies: In the event an unforeseeable emergency occurs, a Participant may apply to the Employer to receive that part of the value of his account that is reasonably needed to satisfy the emergency need. If such an application is approved by the Employer, the Participant shall be paid only such amount as the Employer deems necessary to meet the emergency need, but payment shall not be made to the extent that the financial hardship may be relieved through cessation of deferral under the Plan. insurance or other reimbursement. or liquidation of other assets to the extent such liquidation would not itself cause severe financial hardship. An unforeseeable emergency shall be deemed to involve only circumstances of severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in section 152(a) of the Internal Revenue COde) of the Participant. loss of the Participant's property due to casualty. or other similar and extraordinary unforeseeable circum- stances ariSing as a result of events beyond the control of the Participant. The need to send a Participant's child to college or to purchase a new home shall not be considered unforeseeablE' emergencies. The determination as to whether such an unforeseeable emergency eXists shall be based on the merits of each individual case. VIII. NON-ASSIGNABILITY No PartiCipant or Beneficiary shall have any right to commute, sell, assign, pledge, transfer or otherwise conveyor encumber the right to receive any payments hereunder, which payments and rights are expressly declared to be non-assignable and non- transferable IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS This Plan serves In addition to any other retirement, penSIOn, or benefit plan or system presently in existence or hereinafter established for the benefit of the Employer'S employees, and participation hereunder shall not affect benefits receivable under 3 any such plan or system. Nothing contained in this Plan shall be deemed to constitute an employment contract or agreement between any Participant and the Employer or to give any Participant the right to be retained in the employ of the Employer. Nor shall anything herein be construed to modify the terms of any employment contract or agreement between a Participant and the Employer. X. AMENDMENT OR TERMINATION OF PLAN The Employer may at any time amend this Plan provided that it transmits such amendment in writing to the Administrator at least 30 days prior to the effective date of the amendment. The consent of the Administrator shall not be required in order for such amendment to become effective, but the Administrator shall be under no obligation to continue acting as Administrator hereunder if it disapproves of such amendment. The Employer may at any time terminate this Plan The Administrator may at any time propose an amendment to the Plan by an instrument in writing transmitted to the Employer at least 30 days before the effective date of the amendment. Such amendment shall become effective unless, within such 3D-day period, the Employer notifies the Administrator in writing that it disapproves such amendment, in which case such amendment shall not become effective. In the event of such disapproval, the Administrator shall be under no obligation to continue acting as Administrator hereunder. No amendment or termination of the Plan shall divest any Participant of any rights with respect to compensation deferred before the date of the amendment or termination. XI. APPLICABLE LAW This Plan shall be construed under the laws of the state where the Employer is located and is established with the intent that it meet the requirements of an "eligible State deferred compensation plan" under section 457 of the Internal Revenue Code of 1954, as amended. The provisions of this Plan shall be interpreted wherever possible in conformity with the requirements of that section. XII. GENDER AND NUMBER The masculine pronoun, whenever used herein, shall include the feminine pronoun, and the singular shall include the plural, except where the context requires otherwise. 4 . APPENDIX B DECLARATION OF TRUST of ICMA RETIREMENT TRUST ARTICLE I. Name and Definitions SECTION 1.1. Name. The Name of the Trust created hereby is the ICMA Retirement Trust. SECTION 1.2. Definitions. Wherever they are used herein, the following terms shall have the following respective meanings: (a) By-Laws. The By-Laws referred to in Section 4.1 hereof, as amended from time to time. (b) Deferred Compensation Plan. A deferred compensation plan established and maintained by a Public Employer for the purpose of providing retirement income and other deferred benefits to its employees in accordance with the provisions of section 457 of the Internal Revenue Code of 1954. as amended. (c) Guaranteed Investment Contract. A contract entered into by the Retirement Trust with insurance companies that provides for a guaranteed rate of return on investments made pursuant to such contract. (d) ICMA. The International City Management Association. (e) ICMA/RC Trustees. Those Trustees elected by the Public Employers who, in accordance with the provisions of Section 3.1 (a) hereof, are also members of the Board of Directors of ICMA or RC. (f) Investment Adviser. The Investment Adviser that enters into a contract with the Retirement Trust to provide advice with respect to investment of the Trust Property. (g) Employer Trust. A trust created pursuant to an agreement between RC and a Public Employer for the purpose of investing and administering the funds set aside by such employer In connection with its deferred compensation agreements with its employees. (h) Portfolios. The Portfolios of investments established by the Investment Adviser to the Retirement Trust, under the supervision of the Trustees, for the purpose of providing investments for the Trust Property. (i) Public Employee Trustees. Those Trustees elected by the Public Employers who, in accordance with the provisions of Section 3.1 (a) hereof, are full-time employees of Public Employers. (j) Public Employer. A unit of state or local government, or any agency or instrumentality thereof, that has adopted a Deferred Compensation Plan and has executed this Declaration of Trust. (k) RC. The International City Management Association Retirement Corporation. (I) Retirement Trust. The Trust created by this Declaration of Trust. (m) Trust Property The amounts held in the Retirement Trust on behalf of the Public Employers. The Trust Property shall include any income resulting from the investment of the amounts so held. (n) Trustees. The Public Employee Trustees and ICMA/RC Trustees elected by the Public Employers to serve as members of the Board of Trustees of the Retirement Trust. ARTICLE II. Creation and Purpose of the Trust; Ownership of Trust Property SECTION 2.1. Creation. The Retirement Trust is created and established by the execution of this Declaration of Trust by the Trustees and the participating Public Employers. SECTION 2.2 Purpose The purpose of the Retirement Trust is to provide for the commingled investment of funds held by the Public Employers in connection with their Deferred Compensation Plans. The Trust Property shall be invested in the Portfolios, in Guaranteed Investment Contracts and in other investments recommended by the Investment Adviser under the supervision of the Board of Trustees. SECTION 2.3 Ownership of Trust Property The Trustees shall have legal title to the Trust Property. The Public Employers shall be the beneficial owners of the Trust Property. ARTICLE III. Trustees SECTION 3.1. Number and Qualification of Trustees. (a) The Board of Trustees shall consist of nine Trustees. Five of the Trustees shall be full-time employees of a Public Employer (the Public Employee Trustees) who are authorized by such Public Employer to serve as Trustee. The remaining four Trustees shall consist of two persons who, at the time of election to the Board of Trustees, are members of the Board of Directors of ICMA and two persons who, at the time of election, are members of the Board of Directors of RC (the ICMA/RC Trustees). One of the Trustees who is a director of ICMA, and one of the Trustees who is a director of RC, shall, at the time of election, be full-time employees of a Public Employer (b) No person may serve as a Trustee for more than one term in any ten-year period. SECTION 32. Election and Term (a) Except for the Trustees appointed to fill vacancies pursuant to Section 3.5 hereof, the Trustees shall be elected by a vote of a majority of the Public Employers in accordance with the procedures set forth in the By-Laws. (b) At the first election of Trustees, three Trustees shall be elected for a term of three years, three Trustees shall be elected for a term of two years and three Trustees shall be elected for a term of one year At each subsequent election, three Trustees shall be elected for a term of three years and until his or her successor is elected and qualified SECTION 3.3. Nominations. The Trustees who are full-time employees of Public Employers shall serve as the Nominating Committee for the PubliC Employee Trustees. The Nominating Committee shall choose candidates for PubliC Employee Trustees in accordance With the procedures set forth in the By-Laws. SECTION 34. Resignation and Removal. (a) Any Trustee may resign as Trustee (Without need for prior or subsequent accounting) by an instrument in wrrting signed by the Trustee and delivered to the other Trustees and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. Any of the Trustees may be removed for cause, by a vote of a majority of the Public Employers. (b) Each Public Employee Trustee shall resign his or her position as Trustee within sixty days of the date on which he or she ceases to be a full-time employee of a Public Employer. SECTION 3.5. Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. In the case of a vacancy, the remaining Trustees shall appoint such person as they in their discretion shall see fit (subject to the limitations set forth in this Section), to serve for the unexpired portion of the term of the Trustee who has resigned or otherwise ceased to be a Trustee. The appointment shall be made by a written instrument signed by a majority of the Trustees. The person appointed must be the same type of Trustee (i.e., PubliC Employee Trustee or ICMA/RC Trustee) as the person who has ceased to be a Trustee. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement or resignation. provided that such appointment shall not become effective prior to such retirement or resignation. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Section 3.5, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration. A written instrument certifying the existence of such vacancy signed by a majority of the Trustees shall be conclusive evidence of the existence of such vacancy. SECTION 36. Trustees Serve in Representative Capacity. By executing this Declaration, each Public Employer agrees that the Public Employee Trustees elected by the Public Employers are authorized to act as agents and representatives of the Public Employers collectively. ARTICLE IV. Powers of Trustees SECTION 4.1. General Powers. The Trustees shall have the power to conduct the business of the Trust and to carryon its operations. Such power shall include, but shall not be limited to, the power to: (a) receive the Trust Property from the Public Employers or from a Trustee of any Employer Trust; (b) enter into a contract with an Investment Adviser providing, among other things, for the establishment and operation of the Portfolios, selection of the Guaranteed Investment Contracts in which the Trust Property may be invested, selection of other investments for the Trust Property and the payment of reasonable fees to the Investment Adviser and to any sub-investment adviser retained by the Investment Adviser; (c) review annually the performance of the Investment Adviser and approve annually the contract with such Investment Adviser; (d) invest and reinvest the Trust Property in the Portfolios, the Guaranteed Investment Contracts and in any other investment recommended by the Investment Adviser, provided that if a Public Employer has directed that its monies be invested in specified Portfolios or in a Guaranteed Investment Contract, the Trustees of the Retirement Trust shall invest such monies in accordance with such directions; (e) keep such portion of the Trust Property in cash or cash balances as the Trustees, from time to time, may deem to be in the best interest of the Retirement Trust created hereby, without liability for interest thereon; (f) accept and retain for such time as they may deem advisable any securities or other property received or acquired by them as Trustees hereunder, whether or not such securities or other property would normally be purchased as investments here- under: (g) cause any securities or other property held as part of the Trust Property to be registered in the name of the Retirement Trust or in the name of a nominee, and to hold any investments in bearer form, but the books and records of the Trustees shall at all times show that all such investments are a part of the Trust Property; (h) make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (i) vote upon any stock, bonds, or other securities; give general or special proxies or powers of attorney with or without power of substitution; exercise any conversion privileges, subscription rights, or other options, and make any payments incidental thereto; oppose, or consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and delegate discretionary powers, and pay any assessments or charges in connection therewith; and generally exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust Property; (j) enter into contracts or arrangements for goods or services required in connection with the operation of the Retirement Trust, including, but not limited to, contracts with custodians and contracts for the provision of administrative services; (k) borrow or raise money for the purpose of the Retirement Trust in such amount, and upon such terms and conditions, as the Trustees shall deem advisable, provided that the aggregate amount of such borrowings shall not exceed 30% of the value of the Trust Property. No person lending money to the Trustees shall be bound to see the application of the money lent or to inquire into its validity, expediency or propriety of any such borrowing; (I) incur reasonable expenses as required forthe operation of the Retirement Trust and deduct such expenses from the Trust Property; (m) pay expenses properly allocable to the Trust Property incurred in connection with the Deferred Compensation Plans or the Employer Trusts and deduct such expenses from that portion of the Trust Property beneficially owned by the Public Employer to whom such expenses are properly allocable; (n) payout of the Trust Property all real and personal property taxes, income taxes and other taxes of any and all kinds which, in the opinion of the Trustees, are properly levied, or assessed under existing or future laws upon, or in respect of, the Trust Property and allocate any such taxes to the appropriate accounts; (0) adopt, amend and repeal the By-Laws, provided that such By- Laws are at all times consistent with the terms of this Declaration of Trust; (p) employ persons to make available interests in the Retirement Trust to employers eligible to maintain a deferred compensation plan under section 457 of the Internal Revenue Code, as amended; (q) issue the Annual Report of the Retirement Trust, and the disclosure documents and other literature used by the Retirement Trust; (r) make loans, including the purchase of debt obligations, provided that all such loans shall bear interest at the current market rate; (s) contract for, and delegate any powers granted hereunder to, such officers, agents, employees, auditors and attorneys as the Trustees may select, provided that the Trustees may not delegate the powers set forth in paragraphs (b), (c) and (0) of this Section 4.1 and may not delegate any powers if such delegation would violate their fiduciary duties; (t) provide for the indemnification of the officers and Trustees of the Retirement Trust and purchase fiduciary insurance; (u) maintain books and records, including separate accounts for each Public Employer or Employer Trust and such additional separate accounts as are required under, and consistent with, the Deferred Compensation Plan of each Public Employer; and 2 (v) do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustees may deem necessary or appropriate to administer the Trust Property and to carry out the purposes of the Retirement Trust. SECTION 4.2. Distribution of Trust Property. Distributions of the Trust Property shall be made to, or on behalf of, the Public Employer, in accordance with the terms of the Deferred Compensation Plans or Employer Trusts. The Trustees of the Retirement Trust shall be fully protected in making payments in accordance with the directions of the Public Employers or the Trustees of the Employer Trusts without ascertaining whether such payments are in compliance with the provisions of the Deferred Compensation Plans or the agreements creating the Employer Trusts. SECTION 4.3. Execution of Instruments. The Trustees may unanimously designate anyone or more of the Trustees to execute any instrument or document on behalf of all, including but not limited to the signing or endorsement of any check and the signing of any applications, insurance and other contracts, and the action of such designated Trustee or Trustees shall have the same force and effect as if taken by all the Trustees ARTICLE V. Duty 01 Care and Liability 01 Trustees SECTION 5.1. Duty of Care. In exercising the powers hereinbefore granted to the Trustees, the Trustees shall perform all acts within their authority for the exclusive purpose of providing benefits for the Public Employers, and shall perform such acts with the care, skill, prudence and diligence in the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. SECTION 5.2 Liability. The Trustees shall not be liable for any mistake of judgment or other action taken in good faith, and for any action taken or omitted in reliance in good faith upon the books of account or other records of the Retirement Trust, upon the opinion of counsel, or upon reports made to the Retirement Trust by any of its officers, employees or agents or by the Investment Adviser or any sub- investment adviser, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Retirement Trust. The Trustees shall also not be liable for any loss sustained by the Trust Property by reason of any investment made in good faith and in accordance with the standard of care set forth in Section 5.1. SECTION 5.3. Bond. No Trustee shall be obligated to give any bond or other security for the performance of any of his or her duties hereunder. ARTICLE VI. Annual Report to Shareholders The Trustees shall annually submit to the Public Employers a written report of the transactions of the Retirement Trust, including financial statements which shall be certified by independent public accountants chosen by the Trustees ARTICLE VII. Duration or Amendment 01 Retirement Trust SECTION 7.1. Withdrawal. A Public Employer may, at any time, with- draw from this Retirement Trust by delivering to the Board of Trustees a statement to that effect. The withdrawing Public Employer's beneficial interest in the Retirement Trust shall be paid out to the Public Employer or to the Trustee of the Employer Trust, as appropriate. SECTION 7.2. Duration. The Retirement Trust shall continue until terminated by the vote of a majority of the Public Employers, each casting one vote. Upon termination, all of the Trust Property shall be paid out to the Public Employers or the Trustees of the Employer Trusts, as appropriate. SECTION 7.3. Amendment. The Retirement Trust may be amended by the vote of a majority of the Public Employers, each casting one vote SECTION 74. Procedure A resolution to terminate or amend the Retirement Trust or to remove a Trustee sllall be submitted to a vote of the Public Employers if (a) a majority of the Trustees so direct, or (b) a petition requesting a vote, signed by not less than 25% of the Public Employers, is submitted to the Trustees ARTICLE VIII. Miscellaneous SECTION 8.1. Governing Law. Except as otherwise required by state or local law, this Declaration of Trust and 1 he Retiremen1 Trust hereby created shall be construed and regulated by the laws of the Dis1rict of Columbia. SECTION 8.2. Counterparts. This Declaration may be executed by the Public Employers and Trustees in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument 3 APPENDIX C TRUST AGREEMENT WITH THE ICMA RETIREMENT CORPORATION AGREEMENT made by and between the Employer named in the attached resolution and the InternatIOnal City Management Association Retirement Corporation (hereinafter the "Trustee" or "Retirement Corporation"), a nonprofit corporation organized and existing under the laws of the State of Delaware, for the purpose of investing and otherwise administering the funds set aside by Employers in connection with deferred compensation plans established under section 457 of the Internal Revenue Code of 1954 (the" Code") This Agreement shall take effect upon acceptance by the Trustee of its appointment by the Employer to serve as Trustee in accordance herewith as set forth in the attached resolution. WHEREAS, the Employer has established a deferred compensation plan under section 457 of the Code (the "Plan"); WHEREAS, in order that there will be sufficient funds available to discharge the Employer's contractual obligations under the Plan, the Employer desires to set aside periodically amounts equal to the amount of compensation deferred; WHEREAS, the funds set aside, together with any and all assets derived from the investment thereof, are to be exclusively within the dominion, control, and ownership of the Employer, and subject to the Employer's absolute right of withdrawal, no employees having any interest whatsoever therein; NOW. THEREFORE, this Agreement witnesseth that (a) the Employer will pay monies to the Trustee to be placed in deferred compensation accounts for the Employer; (b) the Trustee covenants that it will hold said sums, and any other funds which it may receive hereunder, in trust for the uses and purposes and upon the terms and conditions hereinafter stated; and (c) the parties hereto agree as follows ARTICLE I. General Duties of the Parties. Section 1 1 General Duty of the Employer The Employer shall make regular periOdiC payments equal to the amounts of its employees' compensation which are deferred in accordance with the terms and conditions of the Plan to the extent that such amounts are to be invested under the Trust. Section 12 General Duties of the Trustee. The Trustee shall hold all funds received by it hereunder, which, together with the income therefrom. shall constitute the Trust Funds. It shall administer the Trust Funds, collect the income thereof. and make payments therefrom, all as hereinafter provided The Trustee shall also hold all Trust Funds which are transferred to It as successor Trustee by the Employer from existing deferred compensation arrangements With its Employees under plans described in section 457 of the Code. Such Trust Funds shall be subject to all of the terms and provisions of this Agreement. ARTICLE II. Powers and Duties of the Trustee in Investment, Administration, and Disbursement of the Trust Funds. Section 2.1. Investment Powers and Duties of the Trustee. The Trustee shall have the power to invest and reinvest the principal and income of the Trust Funds and keep the Trust Funds invested, without distinction between principal and income, in securities or in other property, real or personal, wherever situated, including, but not limited to, stocks, common or preferred, bonds, retirement annuity and insurance policies, mortgages, and other evidences of indebtedness or ownership, investment companies, common or group trust funds, or separate and different types of funds (including equity, fixed income) which fulfill requirements of state and local governmental laws. provided, however, that the Employer may direct investment by the Trustee among available investment alternatives in such proportions as the Employer authorizes in connection with its deferred compensation agreements with its employees. For these purposes, these Trust Funds may be commingled with Trust Funds set aside by other Employers pursuant to the terms of the ICMA Retirement Trust. Investment powers vested in the Trustee by the Section may be delegated by the Trustee to any bank, insurance or trust company or any investment advisor, manager or agent selected by it. Section 2.2. Administrative Powers of the Trustee. The Trustee shall have the power in its discretion: (a) To purchase, or subscribe for, any securities or other property and to retain the same in trust. (b) To sell, exchange, convey, transfer or otherwise dispose of any securities or other property held by it, by private contract, or at publiC auction. No person dealing with the Trustee shall be bound to see the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition. (c) To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options, and to make any payments incidental thereto; to oppose, or tJ consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessmems or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust Funds. (d) To cause any securities or other property held as part of the Trust Funds to be registered in its own name, and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are a part of the Trust Funds. (e) To borrow or raise money for the purpose of the Trust In such amount, and upon such terms and conditions, as the Trustee shall deem advisable; and, for any sum so borrowed, to issue its promissory note as Trustee, and to secure the repayment thereof by pledging all, or any part, of the Trust Funds. No person lending money to the Trustee shall be bound to see the application of the money lent or to inquire into its validity, expediency or propriety of any such borrowing. (f) To keep such portion of the Trust Funds in cash or cash balances as the Trustee, from time to time, may deem to be in the best interest of the Trust created hereby, without liability for interest thereon. (g) To accept and retain for such time as it may deem advisable any securities or other property received or acquired by it as Trustee hereunder, whether or not such securities or other property would normally be purchased as investment hereunder. (h) To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted. - (i) To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Trust Funds; to commence or defend suits or legal or administrative proceedings; and to represent the Trust Funds in all suits and legal and administrative proceedings. (j) To do all such acts. take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust Funds and to carry out the purposes of this Trust. Section 2.3. Distributions from the Trust Funds. The Employer hereby appoints the Trustee as its agent for the purpose of making distributions from the Trust Funds. In this regard the terms and conditions set forth in the Plan are to guide and control the Trustee's power. Section 2.4. Valuation of Trust Funds. At least once a year as of Valuation Dates designated by the Trustee, the Trustee shall determine the value of the Trust Funds. Assets of the Trust Funds shall be valued at their market values at the close of business on the Valuation Date, or, in the absence of readily ascertainable market values as the Trustee shall determine, in accordance with methods consistently followed and uniformly applied. ARTICLE III. For Protection of Trustee. Section 3.1. Evidence of Action by Employer. The Trustee may rely upon any certificate, notice or direction purporting to have been signed on behalf of the Employer which the Trustee believes to have been signed by a duly designated official of the Employer. No communication shall be binding upon any of the Trust Funds or Trustee until they are received by the Trustee. Section 3.2. Advice of Counsel. The Trustee may consult with any legal counsel with respect to the construction of this Agreement, its duties hereunder, or any act, which it proposes to take or omit, and shall not be liable for any action taken or omitted in good faith pursuant to such advice. Section 3.3. Miscellaneous. The Trustee shall use ordinary care and reasonable diligence, but shall not be liable for any mistake of judgment or other action taken in good faith. The Trustee shall not be liable for any loss sustained by the Trust Funds by reasons of any investment made in good faith and in accordance with the provisions of this Agreement. The Trustee's duties and obligations shall be limited to those expressly imposed upon it by this Agreement. ARTICLE IV. Taxes, Expenses and Compensation of Trustee. Section 4.1. Taxes. The Trustee shall deduct from and charge against the Trust Funds any taxes on the Trust Funds or the income thereof or which the Trustee is required to pay with respect to the interest of any person therein. Section 4.2. Expenses. The Trustee shall deduct from and charge against the Trust Funds all reasonable expenses incurred by the Trustee in the administration of the Trust Funds, including counsel, agency, investment advisory, and other necessary fees. ARTICLE V. Settlement of Accounts. The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions hereunder. Within ninety (90) days after the close of each fiscal year, the Trustee shall render in duplicate to the Employer an account of its acts and transactions as Trustee hereunder. If any part of the Trust Fund shall be invested through the medium of any common, collective or commingled Trust Funds, the last annual report of such Trust Funds shall be submitted with and incorporated in the account. If within ninety (90) days after the mailing of the account or any amended account the Employer has not filed with the Trustee notice of any objection to any act or transaction of the Trustee, the account or amended account shall become an account stated. If any objection has been filed, and if the Employer is satisfied that it should be withdrawn or if the account is adjusted to the Employer's satisfaction, the Employer shall in writing filed with the Trustee signify approval of the account and it shall become an account stated. When an account becomes an account stated, such account shall be finally settled, and the Trustee shall be completely discharged and released, as if such account had been settled and allowed by a judgment or decree of a court of competent jurisdiction in an action or proceeding in which the Trustee and the Employer were parties. The Trustee shall have the right to apply at any time to a court of competent jurisdiction for the judicial settlement of its account. ARTICLE VI. Resignation and Removal of Trustee. Section 6.1. Resignation of Trustee. The Trustee may resign at any time by filing with the Employer its written resignation. Such resignation shall take effect sixty (60) days from the date of such filing and upon appointment of a successor pursuant to Section 6.3., whichever shall first occur. Section 6.2. Removal of Trustee. The Employer may remove the Trustee at any time by delivering to the Trustee a written notice of its removal and an appointment of a successor pursuant to Section 6.3. Such removal shall not take effect prior to sixty (60) days from such delivery unless the Trustee agrees to an earlier effective date. Section 6.3. Appointment of Successor Trustee. The appointment of a successor to the Trustee shall take effect upon the delivery to the Trustee of (a) an instrument in writing executed by the Employer appointing such successor, and exonerating such successor from liability for the acts and omissions of its predecessor, and (b) an acceptance in writing, executed by such successor. All of the provisions set forth herein with respect to the Trustee shall relate to each successor with the same force and effect as if such successor had been originally named as Trustee hereunder. If a successor is not appointed with sixty (60) days after the Trustee gives notice of its resignation pursuant to Section 6.1., the Trustee may apply to any court of competent jurisdiction for appointment of a successor. Section 6.4. Transfer of Funds to Successor. Upon the resignation or removal of the Trustee and appointment of a successor, and after the final account of the Trustee has been properly settled, the Trustee shall transfer and deliver any of the Trust Funds involved to such successor. ARTICLE VII. Duration and Revocation of Trust Agreement. Section 7.1. Duration and Revocation. This Trust shall continue for such time as may be necessary to accomplish the purpose for which it was created but may be terminated or revoked at any time by the Employer as it relates to any and/or all related participating Employees. Written notice of such termination or revocation shall be given to the Trustee by the Employer. Upon termination or revocation of the Trust, all of the assets thereof shall return to and revert to the Employer. Termination of this Trust shall not, however, relieve the Employer of the Employer's continuing obligation to pay deferred compensation to Employees in accordance with the terms of the Plan. Section 7.2. Amendment. The Employer shall have the right to amend this Agreement in whole and in part but only with the Trustee's written consent. Any such amendment shall become effective upon (a) delivery to the Trustee of a written instrument of amendment, and (b) the endorsement by the Trustee on such instrument of its consent thereto. ARTICLE VIII. Miscellaneous. Section 8.1. Laws of the District of Columbia to Govern. This Agreement and the Trust hereby created shall be construed and regulated by the laws of the District of Columbia. Section 8.2. Successor Employers. The "Employer" shall include any person who succeeds the Employer and who thereby becomes subject to the obligations of the Employer under the Plan. Section 8.3. Withdrawals. The Employer may, at any time, and from time to time, withdraw a portion or all of Trust Funds created by this Agreement. Section 8.4. Gender and Number. The masculine includes the feminine and the singular includes the plural unless the context requires another meaning. 2 SAMPLE RESOLUTION FOR PARTICIPATING EMPLOYERS RESOLUTION OF ("Employer"). WHEREAS, the Employer maintains a deferred compensation plan for its employees which is administered by the ICMA Retirement Corporation (the "Administrator"); and WHEREAS. the Administrator has recommended changes in the plan document to comply with recent federal legislation and Internal Revenue Service Regulations governing said plans; and WHEREAS, the Internal Revenue Service has issued a private letter ruling approving said plan document as complying with Section 457 of the Internal Revenue Code; and WHEREAS. other public employers have joined together to establish the ICMA Retirement Trust for the purpose of representing the interests of the participating employers with respect to the collective investment of funds held under their deferred compensation plans; and WHEREAS. said Trust is a salutary development which further advances the quality of administration for plans administered by the ICMA Retirement Corporation: NOW THEREFORE BE IT RESOLVED that the Employer hereby adopts the deferred compensation plan. attached hereto as Appendix A. as an amendment and restatement of its present deferred compensation plan administered by the ICMA Retirement Corporation. which shall continue to act as Administrator of said plan; and BE IT FURTHER RESOLVED that the Employer hereby executes the ICMA Retirement Trust, attached hereto as Appendix B; and BE IT FURTHER RESOLVED that the Employer hereby adopts the trust agreement with the ICMA Retirement Corporation. as appears at Appendix C hereto. as an amendment and restatement of its existing trust agreement with the ICMA Retirement Corporation, and directs the ICMA Retirement Corporation. as Trustee, to invest all funds held under the deferred compensation plan through the ICMA Retirement Trust as soon as is practicable; and BE IT FURTHER RESOLVED that the _ (use title of official, not name) shall be the coordinator for this program and shall receive necessary reports. notices. etc. from the ICMA Retirement Corporation as Administrator. and shall cast, on behalf of the Employer. any requi red votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. I, . Clerk of the (City, County. etc.) of do hereby certify that the foregoing resolution. proposed by (Council Member. Trustee. etc.) . was duly passed and adopted in the (Council. Board. etc.) of the (City. County, etc.) of at a regular meeting thereof assembled this day of . 19~ by the following vote: AYES: NAYS: ABSENT: (SEAL) Clerk of the (City County. etc) RESOL~TrON ~UMBER 3425 A RESOLUTION ESTABLISHI~G A DEFERRED COMPENSATION PLAN FOR THE CITY 0F SAL I riA, :<ANSAS. and, YHEREAS, the City of Salina, Kansas, has in its employ certain ~ersonr.el WHEREAS, said employees are and will be rendering valuable services to the City of Salina, Kansas; and, \'/HERE.o,S, the City of Salina, Kansas, has considered the establishment of a Deferred Compensation Plan for the said emoloyees made available to the City of Salina, Kansas, and to said employees by the International City 11anaoe~ent Association Retirement Corporation; and, WHEREAS, said employees often are unable to acquire retire~ent security under other existing and available retirement plans due to the continoencies of employment mobility; and, l'/HEREAS, the City of Salina, Kansas, receives benefits under said plans by being able to assure reasonable retirement security to said employees, by being more able to attract comoetent personnel to its service, and by increasing its flexibility in personnel management through elimination of the need for continued employment for the sole purpose of allowing an emoloyee to qualify for retirement benefits, NO~J THEREFORE, BE IT RESOLVED by the Governing Body of the City of Salina, Kansas: Section 1. That the City of Salina, Kansas, establish said ~eferred Compensation Plan for said employees and hereby authorizes its ~ayor to execute the Deferred Compensation Plan with the International City Mananement Association Retirement Corporatation, attched hereto as AODendix A. Section 2. That the City Manager may, on behalf of the City of Salina, Kansas, execute all Joinder Agreements with said employees and other eligible officials and officers, which are necessary for said persons participation in the plan, an example of which aopears at Aopendix B, except that any Joinder Agreements for said designated official shall be executed by the ~ayor. AdoPted by the Board of Commissioners of the City of Salina, <ansas, and signed by the :'~ayor this 14th day of ,"1ay, 1979. ~UA- 3h. .>f:k-__ Karen ~. Graves, Mayor (SEAL) ATTEST: ~)a.,,~ D. L. Harrison, City Clerk ICMA Retirement Corporation Summary of Changes for Plans Administered by The ICMA Retirement Corporation Recent changes in federal regulations concerning public deferred compensation plans make it necessary for nearly all plans to be amended. Accordingly, we are offering a revision of the deferred compensation plan we admin- ister for your employees on your behalf. Also, we have taken this opportunity to make other desirable changes in our administrative arrangements which we believe will further enhance the quality of our program by increasing your ability to directly influence our activities and policies. These changes are reflected in the three documents which are enclosed. We ask that you obtain a resolution of your governing body adopting these documents. A suggested resolution is enclosed for your convenience. The docu- ments are as follows: 1. A new deferred compensation plan document which amends and restates the existing plan. This plan has been prepared in light of new Internal Revenue Ser- vice regulations, was submitted to the IRS, and has received its approval. The basic philosophy of plan design has been to provide a plan as liberal as the law and regulations will allow. The existing plan provides for amendment upon our proposal with such amendment to become effective within 60 days unless you object in writing. Accord- ingly, you should regard this as formal notice of plan amendment. While governing body action is not re- quired for plan amendments, we recommend that you formally adopt the new plan in conjunction with the other documents. 2. A Declaration of Trust for the leMA Retirement Trust. This is a new feature of our organizational structure. We currently have a direct Retirement Trust relationship with you which will continue. The new trust establishes a Board of Trustees to be selected by participating employees, thus giving the employers ultimate control over the management of the funds. Included in the trustees' responsibilities are oversight of our performance, appointment of auditors, and monitoring of investment goals and objectives. The new trust arrangement has been submitted to the Securities and Exchange Commission for its review. As you may know, unlike the IRS, the SEC does not approve transactions but indicates whether or not it will take action against you if a transaction is carried out. The SEC has given us a "no-action" letter with respect to the Retirement Trust's compliance with the registra- tion provisions of the federal securities laws. The Retirement Trust has been created by a Founders Committee of persons representative of the participants in the RC program. They have determined that the first elections shall be held in the early fall of 1983, preferably September. We will need copies of your governing body's resolution if you are to vote in the first election or for any of your employees to be nominated as trustees. It is expected that all investments made on your behalf will be held under the ICMA Retirement Trust after it becomes effective. However, it is also expected that, unless an employer adopts the Declaration of Trust, its investments will not be held thereunder following a transitional period. Therefore, while failure to adopt the Declaration of Trust will not directly affect your plan or have any immediate effect on the investment of your funds, it is required for your full and continu- ing participation in the Retirement Trust. 3. An amended version of your existing trust agree- ment. The amendments are intended to clarify this agreement and conform it to the new plan document. These changes improve and enhance the program. The addition of the ICMA Retirement Trust is done in the spirit of our long-standing objective of serving the best interests of our participants. In the event you feel a need for addi- tional information, please feel free to call our office toll- free at (800) 424-9249. As always, we are prepared to assist you.