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HomeMy WebLinkAbout19-004 fir( of ,� / , / � , e i r �✓<, i �, e ///, e / ✓ e o�li -„ r J e �. iii. ✓ � i, i/.....i i r. ✓ /. ..� re.. / r.. e , J, <l � ,i„i/ / e ✓/ii , � ,ei, r /,,, ,, „ll,/ ,,, ,,11,,, r l rl� %e,, �' /�,�l/, ii s / / ,:: / i ..;-:,,. ,.,,,,,i. ✓ ,..c „ .r,,, ,.,.,, ,,. ,, ! /,/,, /, ,./i / ,l i ,,.. irl/ /, 1.�f r,,f,l,,. /�/✓,.e, .,i 1J '-,,,r .., „F r. ✓.l'i/rli/1 y ,, / Ir,/, „ P. ,,i n; r ,. ., C .,. r„<. o.. „ 1 ,,,Gl /e(/.....!� a�a. i;��,ilr/�/� fi,, 1,,. �/�1� .r < ,/ J ,l,r. l ./ i,. ✓ !o.-, l i�/!D i//rfr�.,ti/ ��,/�f,f��/I��„'/; P t...l✓✓ �/ � ! r,✓,�r /, l Ir / r,r.% e �, ,�. ✓ ✓l „r/fid/,,,✓�. / /�i�F it � ,�,/i, t r ,i er/a✓ / / i, / �,, f l ie, �,Nie r n i ',,,” �e r e .e, 1, Je r ,�/, e / F ie „✓e / �r i ,/� .,; r ✓..> �, r 1��,1a ,ne� r l/ ,r./ / % ,/r i„ /. ,1 f./ ./ ,ef / / r/1,,, .1 ,fly ,/,�/, � ,r e,, r r ✓, / o / / ,r / ! , t J/�/ /, e1,J r✓r//, t ✓ � � x e � l e, ,li, r � r �, l � /'iii/ ,/,��, e t. i l e r ei I / 1✓ 1 r e , < r i i /// ✓ l ei e r lig � 1, r r/ i e r ✓ e / r i, r ✓ i �� li 1/ r i e i ✓ t o e e ✓ �e, / +G,� i r ,. ✓.,. i e. /,. 4 f i. i.. /.r�ii � ...�i/ / ./ e✓ 1. 1 .1�., I�e,:/ /�rrrlJl„%�1F��,y�e/,, i ��, ,,.,,, ,,,,,,,,,7�^� ,/r,,,�,/�.c„�i///„��,a,,,,,, „ii„�,�,,,,,r /,,,,,�f�„//„arc,iii,erk,,,, ,,,e,,,,,,i„ ,,,�, ,,�L,,,, ,�J, ,,�,i/„/liai,,,,r, _,/,.,i �,,,,,,,,/i��,l��a/i✓ Resolution No. 19-004 RESOLUTION ADOPTING AMENDED AND RESTATED BUTTE COUNTY EMPLOYEES' 457 PLAN AND TRUST WHEREAS, the Butte County Board of Supervisors approved a contract for administrative and record keeping services with Nationwide Retirement Solutions on December 11, 2018,with an effective date of January 1, 2019; and WHEREAS, an amended and restated 457(b) Plan and Trust must be adopted by the employer; and WHEREAS, Nationwide Retirement Solutions has provided an amended Butte County 457(b) Deferred Compensation Plan; and WHEREAS, Nationwide Retirement Solutions has provided an amended Butte County Social Security Replacement Plan; and WHEREAS,the authorized 457(b) Deferred Compensation Plan Administrators for the County of Butte Employees' Deferred Compensation Plan have agreed to the terms of the Nationwide Trust Company, ESB 457 Trust Agreement; and WHEREAS, the authorized Plan Administrators for the County of Butte acknowledge the terms of the amended and restated Summary/of 457 Provisions as provided in the Butte County 457(b) Deferred Compensation Plan. NOW,THEREFORE, BE IT RESOLVED that the Butte County Board of Supervisors hereby resolve that the form of amended 457 Plan and Trust presented to this meeting is hereby approved and adopted and that an authorized representative of the Employer is hereby authorized and directed to execute and deliver to Nationwide Retirement Solutions as the third party Administrator of the Plan one or more counterparts of the Plan. The undersigned further certifies that attached hereto as Exhibits A and B, respectively,are true copies of the Butte County Deferred Compensation Plan and the Butte County Social Security Replacement Plan as amended and the Summary of 457 Provisions, which are hereby approved and adopted. PASSED AND ADOPTED by the Butte County Board of Supervisors this 81” day of January, 2019, by the following vote: AYES: Supervisors Connelly, Lucero, Ritter,Teeter, and Chair Lambert NOES. None ABSENT: None NOT VOTING: None Steve Lambe air Butte County Board of Supervisors ATTEST: Shari McCracken, Chief Administrative Officer and Clerk of the rd of Supervisors By: Deputy EXHIBIT A Eligible 457 Plan ADOPTION AGREEMENT FOR ELIGIBLE GOVERNMENTAL 457 PLAN The undersigned Employer,by executing this Adoption Agreement,establishes an Eligible 457 Plan("Plan").The Employer,subject to the Employer's Adoption Agreement elections,adopts fully the Plan provisions.This Adoption Agreement,the basic plan document and any attached Appendices,amendments,or agreements permitted or referenced therein,constitute the Employer's entire plan document.All "Election"references within this Adoption Agreement or the basic plan document are Adoption Agreement Elections.All "Article"or "Section"references are basic plan document references.Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text,the Employer may lengthen any space or line,or create additional tiers.When Employer-supplied text uses terms substantially similar to existing printed options,all clarifications and caveats applicable to the printed options apply to the Employer-supplied text unless the context requires otherwise.The Employer makes the following elections granted under the corresponding provisions of the basic plan document. 1. EMPLOYER(1.11). Name: Butte County Address: 3A County Center Drive Street Oroville California 95965 City State Zip Telephone: (530)552-3558 Taxpayer Identification Number(TIN): 94-6000506 2. PLAN NAME. Name: Butte County 457L Deferred Compensation Plan 3. PLAN YEAR(1.25).Plan Year means the 12 consecutive month period(except for a short Plan Year)ending every (Choose one of a. or b. and choose c. if applicable): [Note:Complete any applicable blanks under Election c. with a specific date, e.g., "June 30"OR "the last day of February"OR "the first Tuesday in January."In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., "May 1,2013.'] a. [X] December 31. b. [ ] Plan Year:ending: C. [ ] Short Plan Year:commencing: and ending: 4. EFFECTIVE DATE(1.08).The Employer's adoption of the Plan is a(Choose one of a. or b. Complete c. if new plan OR complete c. and d. if an amendment and restatement. Choose e. if applicable): a. [ ] New Plan. b. [X] Restated Plan.The Plan is a substitution and amendment of an existing 457 plan. Initial Effective Date of Plan C. [X] August 20, 1991 (enter month day,year;hereinafter called the "Effective Date"unless 4d is entered below) Restatement Effective Date(If this is an amendment and restatement, enter effective date of the restatement.) d. [X] January 1,2019 (enter month day,year) Special Effective Dates: (optional) e. [ ] Describe: 5. CONTRIBUTION TYPES. (If this is a frozen Plan(i.e.,all contributions have ceased), choose a. only): Frozen Plan a. [ ] Contributions cease.All Contributions have ceased or will cease(Plan is frozen). 1. Effective date of freeze: [Note:Effective date is optional unless this is the amendment or restatement to freeze the Plan.] ©2018 1 Eligible 457 Plan Contributions.The Employer and/or Participants,in accordance with the Plan terms,make the following Contribution Types to the Plan (Choose one or more of b. through d. if applicable): b. [X] Pre-Tax Elective Deferrals.The dollar or percentage amount by which each Participant has elected to reduce his/her Compensation,as provided in the Participant's Salary Reduction Agreement(Choose one or more as applicable.): And will Matching Contributions be made with respect to Elective Deferrals? L [ ] Yes.See Question 16. 2. [X] No. And will Roth Elective Deferrals be made? 3. [X] Yes.[Note:The Employer may not limit Deferrals to Roth Deferrals only.] 4. [ ] No. C. [ ] Nonelective Contributions.See Question 17. d. [X] Rollover Contributions.See Question 30. 6. EXCLUDED EMPLOYEES(1.10).The following Employees are Excluded Employees and are not eligible to participate in the Plan (Choose one of a. or b.): a. [ ] No exclusions.All Employees are eligible to participate. b. [X] Exclusions.The following Employees are Excluded Employees(Choose one or more of 1.through 4.): L [ ] Part-time Employees.The Plan defines part-time Employees as Employees who normally work less than hours per week. 2. [ ] Hourly-paid Employees. 3. [X] Leased Employees.The Plan excludes Leased Employees. 4. [X] Specify: Extra Help employees 7. INDEPENDENT CONTRACTOR(1.16).The Plan(Choose one of a., b.or c.): a. [ ] Participate.Permits Independent Contractors to participate in the Plan. b. [X] Not Participate.Does not permit Independent Contractors to participate in the Plan. C. [ ] Specified Independent Contractors.Permits the following specified Independent Contractors to participate: [Note:If the Employer elects to permit any or all Independent Contractors to participate in the Plan,the tern Employee as used in the Plan includes such participating Independent Contractors.] 8. COMPENSATION(1.05).Subject to the following elections,Compensation for purposes of allocation of Deferral Contributions means: Base Definition(Choose one of a., b.or c.): a. [ ] Wages,tips and other compensation on Form W-2. b. [ ] Code§3401(a)wages(wages for withholding purposes). C. [X] 415 safe harbor compensation. [Note:The Plan provides that the base definition of Compensation includes amounts that are not included in income due to Code§§401(k), 125,132(f)(4), 403(b),SEP,414(h)(2), &457. Compensation for an Independent Contractor means the amounts the Employerpays to the Independent Contractor for services, except as the Employer otherwise specifies below.] Modifications to Compensation definition.The Employer elects to modify the Compensation definition as follows(Choose one of d. or e.): d. [X] No modifications.The Plan makes no modifications to the definition. e. [ ] Modifications(Choose one or more of 1. through 5.): L [ ] Fringe benefits.The Plan excludes all reimbursements or other expense allowances,fringe benefits(cash and noncash), moving expenses,deferred compensation and welfare benefits. 2. [ ] Elective Contributions.[1.05(E)]The Plan excludes a Participant's Elective Contributions. 3. [ ] Bonuses.The Plan excludes bonuses. ©2018 2 Eligible 457 Plan 4. [ ] Overtime.The Plan excludes overtime. 5. [ ] Specify: Compensation taken into account.For the Plan Year in which an Employee first becomes a Participant,the Plan Administrator will determine the allocation of matching and nonelective contributions by taking into account(Choose one off or g.): f. [X] Plan Year.The Employee's Compensation for the entire Plan Year. g. [ ] Compensation while a Participant.The Employee's Compensation only for the portion of the Plan Year in which the Employee actually is a Participant. 9. POST-SEVERANCE COMPENSATION(1.05(F)).Compensation includes the following types of Post-Severance Compensation paid within any applicable time period as may be required(Choose one of a.or b.): a. [ ] None.The Plan does not take into account Post-Severance Compensation as to any Contribution Type except as required under the basic plan document. b. [X] Adjustments.The following Compensation adjustments apply(Choose one or more): L [X] Regular Pay.Post-Severance Compensation will include Regular Pay and it will apply to all Contribution Types. 2. [X] Leave-Cashouts.Post-Severance Compensation will include Leave Cashouts and it will apply to all Contribution Types. 3. [X] Nonqualified Deferred Compensation.Post-Severance Compensation will include Deferred Compensation and it will apply to all Contribution Types. 4. [ ] Salary Continuation for Disabled Participants.Post-Severance Compensation will include Salary Continuation for Disabled Participants and it will apply to all Contribution Types. 5. [ ] Differential Wage Payments.Post-Severance Compensation will include Differential Wage Payments(military continuation payments)and it will apply to all Contribution Types. 6. [ ] Describe alternative Post-Severance Compensation definition,limit by Contribution Type,or limit by Participant group: 10. NORMAL RETIREMENT AGE(1.20).A Participant attains Normal Retirement Age under the Plan(Choose one of a. orb.): a. [ ] Plan designation. [Plan Section 3.05(B)]When the Participant attains age .[Note:The age may not exceed age 70112. The age may not be less than age 65, or, if earlier, the age at which a Participant may retire and receive benefits under the Employer's pension plan, if any.] b. [X] Participant designation.[Plan Section 3.05(B)and(13)(1)]When the Participant attains the age the Participant designates, which may not be earlier than age 55 and may not be later than age 70 2 .(Note: The age may not exceed age 70112.] Special Provisions for Police or Fire Department Employees (Choose c. and/or d. as applicable): C. [X] Police department employees. [Plan Section 3.05(B)(3)] (Choose 1.or 2.): 1. [ ] Plan designation. [Plan Section 3.05(B)]When the Participant attains age .[Note:The age may not exceed age 70112 and may not be less than age 40.] 2. [X] Participant designation.[Plan Section 3.05(B)and(13)(1)]When the Participant attains the age the Participant designates,which may not be earlier than age 40 (no earlier than age 40)and may not be later than age 70 1/2 .[Note: The age may not exceed age 70112.] d. [X] Fire department employees. [Plan Section 3.05(B)(3)] (Choose 1. or 2.): 1. [ ] Plan designation. [Plan Section 3.05(13)]When the Participant attains age .[Note:The age may not exceed age 70112 and may not be less than age 40.] 2. [X] Participant designation. [Plan Section 3.05(B)and(13)(1)]When the Participant attains the age the Participant designates,which may not be earlier than age 40 (no earlier than age 40)and may not be later than age 70 1/2 . [Note:The age may not exceed age 70 112.] 11. ELIGIBILITY CONDITIONS(2.01). (Choose one of a. or b.): a. [X] No eligibility conditions.The Employee is eligible to participate in the Plan as of his/her first day of employment with the employer. b. [ ] Eligibility conditions.To become a Participant in the Plan,an Eligible Employee must satisfy the following eligibility conditions(Choose one or more of 1.,2.or 3.): L [ ] Age.Attainment of age ©2018 3 Eligible 457 Plan 2. [ ] Service.Service requirement(Choose one of a.or b): a. [ ] Year of Service.One year of Continuous Service. b. [ ] Months of Service. month(s)of Continuous Service. 3. [ ] Specify: 12. PLAN ENTRY DATE(1.24). "Plan Entry Date"means the Effective Date and(Choose one of a. through d.): a. [ ] Monthly.The first day of the month coinciding with or next following the Employee's satisfaction of the Plan's eligibility conditions. b. [ ] Annual.The first day of the Plan Year coinciding with or next following the Employee's satisfaction of the Plan's eligibility conditions. C. [X] Date of hire.The Employee's employment commencement date with the Employer. d. [ ] Specify: 13. SALARY REDUCTION CONTRIBUTIONS(1.30).A Participant's Salary Reduction Contributions under Election 5b.are subject to the following limitation(s)in addition to those imposed by the Code (Choose one of a. or b.): a. [X] No limitations. b. [ ] Limitations.(Choose one or more of 1.,2.or 3.): L [ ] Maximum deferral amount.A Participant's Salary Reductions may not exceed: (specify dollar amount or percentage of Compensation). 2. [ ] Minimum deferral amount.A Participant's Salary Reductions may not be less than: (specify dollar amount or percentage of Compensation). 3. [ ] Specify: [Note:Any limitation the Employer elects in b.1. through b.3. will apply on a payroll basis unless the Employer otherwise specifies in b.3.] Special NRA Catch-Up Contributions(3.05).The Plan(Choose one of c.or d.): C. [X] Permits.Participants may make NRA catch-up contributions. AND,Special NRA Catch-Up Contributions(Choose one of 1.or 2.): L [ ] will be taken into account in applying any matching contribution under the Plan. 2. [ ] will not be taken into account in applying any matching contribution under the Plan. d. [ ] Does not permit.Participants may not make NRA catch-up contributions. Age 50 Catch-Up Contributions(3.06).The Plan(Choose one of e. orf.): e. [X] Permits.Participants may make age 50 catch-up contributions. f. [ ] Does not permit.Participants may not make age 50 catch-up contributions. 14. SICK,VACATION AND BACK PAY(3.02(A)).The Plan(Choose one of a. or b.): a. [X] Permits.Participants may make Salary Reduction Contributions from accumulated sick pay,from accumulated vacation pay or from back pay. b. [ ] Does Not Permit.Participants may not make Salary Reduction Contributions from accumulated sick pay,from accumulated vacation pay or from back pay. 15. AUTOMATIC ENROLLMENT(3.02(B)).Does the Plan provide for automatic enrollment(Choose one of the following)[Note:if Eligible Automatic Contribution Arrangement(EA CA),select 15c and complete Questions 31 &321: a. [X] Does not apply.Does not apply the Plan's automatic enrollment provisions. b. [ ] Applies.Applies the Plan's automatic enrollment provisions.The Employer as a Pre-Tax Elective Deferral will withhold from each Participant's Compensation unless the Participant elects a different percentage(including zero)under his/her Salary Reduction Agreement.The automatic election will apply to (Choose one of 1. through 3.): L [ ] All Participants.All Participants who as of are not making Pre-Tax Elective Deferrals at least equal to the automatic amount. 2. [ ] New Participants.Each Employee whose Plan Entry Date is on or following: 3. [ ] Describe Application of Automatic Deferrals: ©2018 4 Eligible 457 Plan C. [ ] EACA.The Plan will provide an Eligible Automatic Contribution Arrangement(EACA).Complete Questions 31&32. 16. MATCHING CONTRIBUTIONS(3.03).The Employer Matching Contributions is(Choose one or more of a. through d.): a. [ ] Fixed formula.An amount equal to of each Participant's Salary Reduction Contributions. b. [ ] Discretionary formula.An amount(or additional amount)equal to a matching percentage the Employer from time to time may deem advisable of each Participant's Salary Reduction Contributions. C. [ ] Tiered formula.The Employer will make matching contributions equal to a uniform percentage of each tier of each Participant's Salary Reduction Contributions,determined as follows: NOTE: Fill in only percentages or dollar amounts,but not both.If percentages are used,each tier represents the amount of the Participant's applicable contributions that equals the specified percentage of the Participant's Compensation(add additional tiers if necessary): Tiers of Contributions Matching Percentage (indicate$or%) First % Next % Next % Next % d. [ ] Specify: Time Period for Matching Contributions.The Employer will determine its Matching Contribution based on Salary Reduction Contributions made during each(Choose one of e. through h.): e. [ ] Plan Year. f [ ] Plan Year quarter. g. [ ] Payroll period. h. [ ] Specify: Salary Reduction Contributions Taken into Account.In determining a Participant's Salary Reduction Contributions taken into account for the above-specified time period under the Matching Contribution formula,the following limitations apply (Choose one of i. through l.): i. [ ] All Salary Reduction Contributions.The Plan Administrator will take into account all Salary Reduction Contributions. j. [ ] Specific limitation.The Plan Administrator will disregard Salary Reduction Contributions exceeding %of the Participant's Compensation. k. [ ] Discretionary.The Plan Administrator will take into account the Salary Reduction Contributions as a percentage of the Participant's Compensation as the Employer determines. L [ ] Specify: Allocation Conditions.To receive an allocation of Matching Contributions,a Participant must satisfy the following allocation condition(s) (Choose one of m.or n.): in. [ ] No allocation conditions. n. [ ] Conditions.The following allocation conditions apply to Matching Contributions (Choose one or more of 1. through 4.): L [ ] Service condition.The Participant must complete the following number of months of Continuous Service during the Plan Year: 2. [ ] Employment condition.The Participant must be employed by the Employer on the last day of the Plan Year. 3. [ ] Limited Severance Exception.Any condition specified in 1.or 2.does not apply if the Participant incurs a Severance from Employment during the Plan Year on account of death,disability or attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year. 4. [ ] Specify: 17. NONELECTIVE CONTRIBUTIONS(1.19).The Nonelective Contributions under Election 5c.are made as follows: (Choose one): a. [ ] Discretionary-Pro-Rata.An amount the Employer in its sole discretion may determine. ©2018 5 Eligible 457 Plan b. [ ] Fixed-Pro Rata. %of Compensation. C. [ ] Other.A Nonelective Contribution maybe made as follows: Allocation Conditions.(3.08).To receive an allocation of Nonelective Contributions,a Participant must satisfy the following allocation condition(s)(Choose one of d. or e.): d. [ ] No allocation conditions. e. [ ] Conditions.The following allocation conditions apply to Nonelective Contributions(Choose one or more of 1. through 4.): 1 [ ] Service condition.The Participant must complete the following number of months of Continuous Service during the Plan Year: 2. [ ] Employment condition.The Participant must be employed by the Employer on the last day of the Plan Year. 3. [ ] Limited Severance Exception.Any condition specified in 1.or 2.does not apply if the Participant incurs a Severance from Employment during the Plan Year on account of death,disability or attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year. 4. [ ] Specify: 18. TIME AND METHOD OF PAYMENT OF ACCOUNT(4.02).The Plan will distribute to a Participant who incurs a Severance from Employment his/her Vested Account as follows: Timing.The Plan,in the absence of a permissible Participant election to commence payment later,will pay the Participant's Account (Choose one of a. through e.): a. [ ] Specified Date. days after the Participant's Severance from Employment. b. [ ] Immediate.As soon as administratively practicable following the Participant's Severance from Employment. C. [ ] Designated Plan Year.As soon as administratively practicable in the Plan Year beginning after the Participant's Severance from Employment. d. [ ] Normal Retirement Age.As soon as administratively practicable after the close of the Plan Year in which the Participant attains Normal Retirement Age. e. [X] Specify:as requested by the Participant Method.The Plan,in the absence of a permissible Participant election,will distribute the Participant's Account under one of the following method(s)of distribution(Choose one or more off through j. as applicable): f. [X] Lump sum.A single payment. g. [X] Installments.Multiple payments made as follows: as elected by the Participant h. [X] Installments for required minimum distributions only.Annual payments,as necessary under Plan Section 4.03. i. [X] Annuity distribution option(s): as elected by the Participant j. [ ] Specify: Participant Election. [Plan Sections 4.02(A)and(B)]The Plan(Choose one of k., 1. or m.): k. [X] Permits.Permits a Participant,with Plan Administrator approval of the election,to elect to postpone distribution beyond the time the Employer has elected in a.through e.and also to elect the method of distribution(including a method not described in f.through j.above). L [ ] Does not permit.Does not permit a Participant to elect the timing and method of Account distribution. in. [ ] Specify: Mandatory Distributions.Notwithstanding any other distribution election,following Severance from Employment(Choose n. or o.): n. [ ] No Mandatory Distributions.The Plan will not make a Mandatory Distribution. o. [X] Mandatory Distribution.If the Participant's Vested Account is not in excess of$5,000(unless a different amount selected below)as of the date of distribution,the Plan will make a Mandatory Distribution following Severance from Employment. I. [X] Mandatory Distribution.If the Participant's Vested Account is not in excess of$ 1,000 as of the date of distribution,the Plan will make a Mandatory Distribution following Severance from Employment. ©2018 6 Eligible 457 Plan Exclusion of rollovers in determination of$5,000 threshold.In determining the$5,000 threshold(or other dollar threshold above), rollover contributions will be: p. [X] included. q. [ ] excluded. 19. BENEFICIARY DISTRIBUTION ELECTIONS.Distributions following a Participant's death will be made as follows(Choose one Of a. through d.): a. [ ] Immediate.As soon as practical following the Participant's death. b. [ ] Next Calendar Year.At such time as the Beneficiary may elect,but in any event on or before the last day of the calendar year which next follows the calendar year of the Participant's death. C. [X] As Beneficiary elects.At such time as the Beneficiary may elect,consistent with Section 4.03. d. [ ] Describe: [Note:The Employer under Election 19d. may describe an alternative distribution timing or afford the Beneficiary an election which is narrower than that permitted under Election 19c.,or include special provisions related to certain beneficiaries, (e.g.,a surviving spouse). However, any election under Election 19d.must require distribution to commence no later than the Section 4.03 required date.] 20. DISTRIBUTIONS PRIOR TO SEVERANCE FROM EMPLOYMENT(4.05).A Participant prior to Severance from Employment may elect to receive a distribution of his/her Vested Account under the following distribution options(Choose one of a. or b.): a. [ ] None.A Participant may not receive a distribution prior to Severance from Employment. b. [X] Distributions.Prior to Severance from Employment are permitted as follows(Choose one or more of 1.through 4.): L [X] Unforeseeable emergency.A Participant may elect a distribution from his/her Account in accordance with Plan Section 4.05(A)(for the Participant,spouse,dependents or beneficiaries) 2. [X] De minimis exception.[Plan Section 4.05(B)]If the Participant: (i)has an Account that does not exceed$5,000;(ii)has not made or received an allocation of any Deferral Contributions under the Plan during the two-year period ending on the date of distribution;and(iii)has not received a prior Plan distribution under this de minimis exception,then(Choose one Of a., b. or c.): a. [X] Participant election.The Participant may elect to receive all or any portion of his/her Account. b. [ ] Mandatory distribution.The Plan Administrator will distribute the Participant's entire Account. C. [ ] Hybrid.The Plan Administrator will distribute a Participant's Account that does not exceed$ and the Participant may elect to receive all or any portion of his/her Account that exceeds$ but that does not exceed$5,000. 3. [X] Age 70 1/2.A Participant who attains age 70 1/2 prior to Severance from Employment may elect distribution of any or all of his/her Account. 4. [X] Specify: Age 59 1/2 [Note:An Employer need not permit any in-service distributions.Any election must comply with the distribution restrictions of Code Section 457(d).] 21. QDRO(4.06).The QDRO provisions(Choose one of a., b.or c.): a. [X] Apply. b. [ ] Do not apply. C. [ ] Specify: 22. ALLOCATION OF EARNINGS (5.07(B)).The Plan allocates Earnings using the following method(Choose one or more of a. through f.): a. [X] Daily.See Section 5.07(13)(4)(a). b. [ ] Balance forward.See Section 5.07(13)(4)(b). C. [ ] Balance forward with adjustment.See Section 5.07(13)(4)(c).Allocate pursuant to the balance forward method,except treat as part of the relevant Account at the beginning of the Valuation Period %of the contributions made during the following Valuation Period: d. [ ] Weighted average.See Section 5.07(13)(4)(d).If not a monthly weighting period,the weighting period is e. [ ] Directed Account method.See Section 5.07(13)(4)(e). ©2018 7 Eligible 457 Plan f [ ] Describe Earnings allocation method: [Note:The Employer under Election 22f may describe Earnings allocation methods from the elections available under Election 22 and/or a combination thereof as to any: (i)Participant group(e.g.,Daily applies to Division A Employees OR to Employees hired after "x"date. Balance forward applies to Division B Employees OR to Employees hired on/before "x"date.); (ii) Contribution Type(e.g.,Daily applies as to Discretionary Nonelective Contribution Accounts.Participant-Directed Account applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type(e.g.,Balance forward applies to investments placed with vendor A and Participant-Directed Account applies to investments placed with vendor B OR Daily applies to Participant-Directed Accounts and balance forward applies to pooled Accounts).] 23. HEART ACT PROVISIONS(1.31(0)(3)13.13).The Employer elects to (Choose one of a.orb. and c. or d.): Continued Benefit Accruals. a. [ ] Not apply the benefit accrual provisions of Section 3.13. b. [X] Apply the benefit accrual provisions of Section 3.13. Distributions for deemed severance of employment(1.31(C)(3)) C. [ ] The Plan does NOT permit distributions for deemed severance of employment. d. [X] The Plan permits distributions for deemed severance of employment. 24. VESTING/SUBSTANTIAL RISK OF FORFEITURE(5.11).A Participant's Deferral Contributions are[Note:If a Participant incurs a Severance from Employment before the specified events or conditions, the Plan will forfeit the Participant's non-vested Account. Caution: if a Deferral is subject to vesting schedule or other substantial risk of forfeiture, it does not count as a deferral for purposes of the annual deferral limit until the year it is fully vested.] (Choose all that apply of a. through d.): a. [X] 100%Vested/No Risk of Forfeiture.Immediately Vested without regard to additional Service and no Substantial Risk of Forfeiture.The following contributions are 100%Vested: L [X] All Contributions.(skip to 25.) 2. [ ] Only the following contributions.(select all that apply): a. [ ] Salary Reduction Contributions. b. [ ] Nonelective Contributions. C. [ ] Matching Contributions. b. [ ] Forfeiture under Vesting Schedule.Vested according to the following: Contributions affected.The following contributions are subject to the vesting schedule(Choose one or more of 1., 2.or 3.): L [ ] Salary Reduction Contributions. 2. [ ] Nonelective Contributions. 3. [ ] Matching Contributions. 4. [ ] Vesting Schedule. Years of Service Vested Percentage For vesting purposes,a"Year of Service" means: 5. [Note:It is extremely rare to apply a vesting schedule to Salary Reduction Contributions.] C. [ ] Substantial Risk of Forfeiture.Vested only when no longer subject to the following Substantial Risk of Forfeiture as follows: Contributions affected.The following contributions are subject to the substantial risk of forfeiture under c. (Choose one or more of 1., 2.or 3.): L [ ] Salary Reduction Contributions. 2. [ ] Nonelective Contributions. ©2018 8 Eligible 457 Plan 3. [ ] Matching Contributions. Risk Provisions:Vested only when no longer subject to the following Substantial Risk of Forfeiture as follows(Choose one of 4. or 5): 4. [ ] The Participant must remain employed by the Employer until unless earlier Severance from Employment occurs on account of death or disability,as the Plan Administrator shall establish. 5. [ ] Specify: Additional Provisions(Choose d. if applicable) d. [ ] Specify: FORFEITURE ALLOCATION.[Plan Sections 5.11(A)and 5.14] The Plan Administrator will allocate any Plan forfeitures as selected below.The Employer has the option to use forfeitures to pay plan expenses first and then allocate the remaining forfeitures in accordance with the selections below: (Choose one of the following): e. [ ] Additional Contributions.As the following contribution type(Choose one of 1. or 2.): L [ ] Nonelective.As an additional Nonelective Contribution. 2. [ ] Matching.As an additional Matching Contribution. f [ ] Reduce Fixed Contributions.To reduce the following fixed contribution(Choose one of 1. or 2.): L [ ] Nonelective.To reduce the Employer's fixed Nonelective Contribution. 2. [ ] Matching.To reduce the Employer's fixed Matching Contribution. g. [ ] Specify: 25. TRUST PROVISIONS.The following provisions apply to Article VIII of the Plan(Choose as applicable;leave blank if not applicable): a. [ ] Modifications.The Employer modifies the Article VIII Trust provisions as follows: The remaining Article VIII provisions apply. b. [X] Substitution.The Employer replaces the Trust with the Trust Agreement attached to the Plan. 26. CUSTODIAL ACCOUNT/ANNUITY CONTRACT(8.16).The Employer will hold all or part of the Deferred Compensation in one or more custodial accounts or annuity contracts which satisfy the requirements of Code§457(g) (Choose a. or b., c. if applicable): a. [X] Custodial account(s). b. [X] Annuity contract(s). C. [ ] Specify: [Note:The Employer under c. may wish to identify the custodial accounts or annuity contracts or to designate a portion of the Deferred Compensation to be held in such vehicles versus held in the Trust.] 27. VALUATION.In addition to the last day of the Plan Year,the Trustee(or Plan Administrator as applicable)must value the Trust Fund(or Accounts)on the following Valuation Date(s)(Choose one of a. or b.): a. [ ] No additional Valuation Dates. b. [X] Additional Valuation Dates. (Choose one or more of 1.,2. or 3.): L [X] Daily Valuation Dates.Each business day of the Plan Year on which Plan assets for which there is an established market are valued and the Trustee or Employer is conducting business. 2. [ ] Last day of a specified period.The last day of each of the Plan Year. 3. [ ] Specified Valuation Dates: [Note:The Employer under Election 26b.3.may describe Valuation Dates from the elections available under Election 26b. and/or a combination thereof as to any: (i)Participant group(e.g.,No additional Valuation Dates apply to Division A Employees OR to Employees hired after "x"date.Daily Valuation Dates apply to Division B Employees OR to Employees hired on/before "x"date.); (ii) Contribution Type(e.g.,No additional Valuation Dates apply as to Discretionary Nonelective Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type(e.g.,No additional Valuation Dates apply to investments placed with vendor A and Daily Valuation Dates apply to investments placed with vendor B OR Daily Valuation Dates apply to Participant-Directed Accounts and no additional Valuation Dates apply to pooled Accounts).] ©2018 9 Eligible 457 Plan 28. TRUSTEE(Select all that apply;leave blank if not applicable): a. [ ] Individual Trustee(s)who serve as Trustee(s)over assets not subject to control by a corporate Trustee.(Add additional Trustees as necessary.) Name(s) Title(s) Address and Telephone number(Choose one of 1. or 2.): L [ ] Use Employer address and telephone number. 2. [ ] Use address and telephone number below: Address: Street City State Zip Telephone: b. [X] Corporate Trustee Name: Nationwide Trust Company Address: 10 West Nationwide Blvd. Street Columbus Ohio 43215 City State Zip Telephone: (614)435-2294 AND,the Corporate Trustee shall serve as: C. [X] a Directed(nondiscretionary)Trustee over all Plan assets except for the following: d. [ ] a Discretionary Trustee over all Plan assets except for the following: 29. PLAN LOANS(5.02(A)).The Plan permits or does not permit Participant Loans(Choose one of a.or b.): a. [ ] Does not permit. b. [X] Permitted pursuant to the Loan Policy. 30. ROLLOVER CONTRIBUTIONS(3.09).The Plan permits Rollover Contributions subject to approval by the Plan Administrator and as further described below: Who may roll over(Choose one of a. or b.): a. [ ] Participants only. b. [X] Eligible Employees or Participants. Sources/Types.The Plan will accept a Rollover Contribution(Choose one of c.or d.): C. [X] All.From any Eligible Retirement Plan and as to all Contribution Types eligible to be rolled into this Plan. d. [ ] Limited.Only from the following types of Eligible Retirement Plans and/or as to the following Contribution Types: ©2018 10 Eligible 457 Plan Distribution of Rollover Contributions(Choose one of e.,f.or g.): e. [X] Distribution without restrictions.May elect distribution of his/her Rollover Contributions Account in accordance with Plan Section 4.05(C)at any time. f. [ ] No distribution.May not elect to receive distribution of his/her Rollover Contributions Account until the Plan has a distributable event under Plan Section 4.01. g. [ ] Specify: 31. EACA Automatic Deferral Provisions(3.14). Participants subject to the Automatic Deferral Provisions.The Automatic Deferral Provisions apply to Employees who become Participants after the Effective Date of the EACA(except as provided in d.below).Employees who became Participants prior to such Effective Date are subject to the following(a.—d.are optional): a. [ ] All Participants.All Participants,regardless of any prior Salary Reduction Agreement,unless and until a Participant makes an Affirmative Election after the Effective Date of the EACA. b. [ ] Election of at least Automatic Deferral amount.All Participants,except those who,on the Effective Date of the EACA,are deferring an amount which is at least equal to the Automatic Deferral Percentage. C. [ ] No existing Salary Reduction Agreement.All Participants,except those who have in effect a Salary Reduction Agreement on the effective date of the EACA regardless of the Salary Reduction Contribution amount under the Agreement. d. [ ] Describe: Automatic Deferral Percentage.Unless a Participant makes an Affirmative Election,the Employer will withhold the following Automatic Deferral Percentage(select e.or f.): e. [ ] Constant.The Employer will withhold %of Compensation each payroll period. Escalation of deferral percentage(select one or leave blank if not applicable) I. [ ] Scheduled increases.This initial percentage will increase by %of Compensation per year up to a maximum of of Compensation. 2. [ ] Other(described Automatic Deferral Percentage): Automatic Deferral Optional Elections f. [ ] Optional elections(select all that apply or leave blank if not applicable) Suspended Salary Reduction Contributions.If a Participant's Salary Reduction Contributions are suspended pursuant to a provision of the Plan(e.g.,distribution due to military leave covered by the HEART Act),then a Participant's Affirmative Election will expire on the date the period of suspension begins unless otherwise elected below. I. [ ] A Participant's Affirmative Election will resume after the suspension period. Special Effective Date.Provisions will be effective as of the earlier of the Effective Date of the EACA provisions unless otherwise specified below. 2. [ ] Special Effective Date: 32. In-Plan Roth Rollover Contributions. a. [X] Yes,allowed. 33. In-Plan Roth Rollover Transfers. a. [X] Yes,allowed. ©2018 11 Eligible 457 Plan This flan is executed on the date(s)specified below: Use of Adoption Agreement.failure to complete properly the elections in this Adoption Agreement may result in disqualification of the E'mployer's Plan.The Employer only may use this Adoption Agreement only in conjunction with the corresponding basic plan document, Separate"Frust Agreement.An executed copy of the trust agreement must be attached to this Plan.The responsibilities,rights and powers of the Trustee shall be those specified in the trust agreement.The signature of the Trustee appears on the separate trust agreement. EMPLOY is Butte C unty By: , (LY . DATE SIGNED cQQ 201$ 12 EXHIBIT B Eligible 457 Plan ADOPTION AGREEMENT FOR ELIGIBLE GOVERNMENTAL 457 PLAN The undersigned Employer,by executing this Adoption Agreement,establishes an Eligible 457 Plan("Plan").The Employer,subject to the Employer's Adoption Agreement elections,adopts fully the Plan provisions.This Adoption Agreement,the basic plan document and any attached Appendices,amendments,or agreements permitted or referenced therein,constitute the Employer's entire plan document.All "Election"references within this Adoption Agreement or the basic plan document are Adoption Agreement Elections.All "Article"or "Section"references are basic plan document references.Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text,the Employer may lengthen any space or line,or create additional tiers.When Employer-supplied text uses terms substantially similar to existing printed options,all clarifications and caveats applicable to the printed options apply to the Employer-supplied text unless the context requires otherwise.The Employer makes the following elections granted under the corresponding provisions of the basic plan document. 1. EMPLOYER(1.11). Name: Butte County Address: 3A County Center Drive Street Oroville California 95965 City State Zip Telephone: (530)552-3558 Taxpayer Identification Number(TIN): 94-6000506 2. PLAN NAME. Name: Butte County Social Security Replacement Plan as defined by Internal Revenue Code 3121 3. PLAN YEAR(1.25).Plan Year means the 12 consecutive month period(except for a short Plan Year)ending every (Choose one of a. or b. and choose c. if applicable): [Note:Complete any applicable blanks under Election c. with a specific date, e.g., "June 30"OR "the last day of February"OR "the first Tuesday in January."In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., "May 1,2013.'] a. [X] December 31. b. [ ] Plan Year:ending: C. [ ] Short Plan Year:commencing: and ending: 4. EFFECTIVE DATE(1.08).The Employer's adoption of the Plan is a(Choose one of a. or b. Complete c. if new plan OR complete c. and d. if an amendment and restatement. Choose e. if applicable): a. [ ] New Plan. b. [X] Restated Plan.The Plan is a substitution and amendment of an existing 457 plan. Initial Effective Date of Plan C. [X] August 20,1991 (enter month day,year;hereinafter called the "Effective Date"unless 4d is entered below) Restatement Effective Date(If this is an amendment and restatement,enter effective date of the restatement.) d. [X] January 1,2019 (enter month day,year) Special Effective Dates: (optional) e. [ ] Describe: 5. CONTRIBUTION TYPES. (If this is a frozen Plan(i.e.,all contributions have ceased), choose a. only): Frozen Plan a. E'fiehtflmfla1b4&&eezkll Contributions have ceased oq_Wdlec �RIan4st&&op)ional unless this is the amendment or restatement to freeze the Plan.] ©2018 1 Eligible 457 Plan Contributions.The Employer and/or Participants,in accordance with the Plan terms,make the following Contribution Types to the Plan (Choose one or more of b. through d. if applicable): b. [X] Pre-Tax Elective Deferrals.The dollar or percentage amount by which each Participant has elected to reduce his/her Compensation,as provided in the Participant's Salary Reduction Agreement(Choose one or more as applicable.): And will Matching Contributions be made with respect to Elective Deferrals? L [ ] Yes.See Question 16. 2. [X] No. And will Roth Elective Deferrals be made? 3. [X] Yes. [Note:The Employer may not limit Deferrals to Roth Deferrals only.] 4. [ ] No. C. [ ] Nonelective Contributions.See Question 17. d. [X] Rollover Contributions.See Question 30. 6. EXCLUDED EMPLOYEES(1.10).The following Employees are Excluded Employees and are not eligible to participate in the Plan (Choose one of a. or b.): a. [ ] No exclusions.All Employees are eligible to participate. b. [X] Exclusions.The following Employees are Excluded Employees(Choose one or more of 1.through 4.): L [ ] Part-time Employees.The Plan defines part-time Employees as Employees who normally work less than hours per week. 2. [ ] Hourly-paid Employees. 3. [X] Leased Employees.The Plan excludes Leased Employees. 4. [X] Specify: Full Time Employees and Part Time Employees that are not Hourly Based, 7. INDEPENDENT CONTRACTOR(1.16).The Plan(Choose one of a., b.or c.): a. [ ] Participate.Permits Independent Contractors to participate in the Plan. b. [X] Not Participate.Does not permit Independent Contractors to participate in the Plan. C. [ ] Specified Independent Contractors.Permits the following specified Independent Contractors to participate: [Note:If the Employer elects to permit any or alllndependent Contractors to participate in the Plan, the term Employee as used in the Plan includes such participating Independent Contractors.] 8. COMPENSATION(1.05).Subject to the following elections,Compensation for purposes of allocation of Deferral Contributions means: Base Definition(Choose one of a., b.or c.): a. [ ] Wages,tips and other compensation on Form W-2. b. [ ] Code§3401(a)wages(wages for withholding purposes). C. [X] 415 safe harbor compensation. [Note:The Plan provides that the base definition of Compensation includes amounts that are not included in income due to Code§§401(k), 125,132(f)(4), 403(b),SEP,414(h)(2), &45 7. Compensation for an Independent Contractor means the amounts the Employer pays to the Independent Contractor for services, except as the Employer otherwise specifies below.] Modifications to Compensation definition.The Employer elects to modify the Compensation definition as follows(Choose one of d. or e.): d. [X] No modifications.The Plan makes no modifications to the definition. e. [ ] Modifications(Choose one or more of 1. through 5.): L [ ] Fringe benefits.The Plan excludes all reimbursements or other expense allowances,fringe benefits(cash and noncash), moving expenses,deferred compensation and welfare benefits. 2. [ ] Elective Contributions. [1.05(E)]The Plan excludes a Participant's Elective Contributions. ©2018 2 Eligible 457 Plan 3. [ ] Bonuses.The Plan excludes bonuses. 4. [ ] Overtime.The Plan excludes overtime. 5. [ ] Specify: Compensation taken into account.For the Plan Year in which an Employee first becomes a Participant,the Plan Administrator will determine the allocation of matching and nonelective contributions by taking into account(Choose one off or g.): f. [X] Plan Year.The Employee's Compensation for the entire Plan Year. g. [ ] Compensation while a Participant.The Employee's Compensation only for the portion of the Plan Year in which the Employee actually is a Participant. 9. POST-SEVERANCE COMPENSATION(1.05(F)).Compensation includes the following types of Post-Severance Compensation paid within any applicable time period as may be required(Choose one of a.or b.): a. [ ] None.The Plan does not take into account Post-Severance Compensation as to any Contribution Type except as required under the basic plan document. b. [X] Adjustments.The following Compensation adjustments apply(Choose one or more): L [X] Regular Pay.Post-Severance Compensation will include Regular Pay and it will apply to all Contribution Types. 2. [X] Leave-Cashouts.Post-Severance Compensation will include Leave Cashouts and it will apply to all Contribution Types. 3. [ ] Nonqualified Deferred Compensation.Post-Severance Compensation will include Deferred Compensation and it will apply to all Contribution Types. 4. [ ] Salary Continuation for Disabled Participants.Post-Severance Compensation will include Salary Continuation for Disabled Participants and it will apply to all Contribution Types. 5. [ ] Differential Wage Payments.Post-Severance Compensation will include Differential Wage Payments(military continuation payments)and it will apply to all Contribution Types. 6. [ ] Describe alternative Post-Severance Compensation definition,limit by Contribution Type,or limit by Participant group: 10. NORMAL RETIREMENT AGE(1.20).A Participant attains Normal Retirement Age under the Plan(Choose one of a. orb.): a. [ ] Plan designation. [Plan Section 3.05(B)]When the Participant attains age .[Note:The age may not exceed age 70112. The age may not be less than age 65, or, if earlier, the age at which a Participant may retire and receive benefits under the Employer's pension plan, if any.] b. [X] Participant designation.[Plan Section 3.05(B)and(13)(1)]When the Participant attains the age the Participant designates, which may not be earlier than age 60 and may not be later than age 701/2 .[Note: The age may not exceed age 70112.] Special Provisions for Police or Fire Department Employees (Choose c. and/or d. as applicable): C. [X] Police department employees.[Plan Section 3.05(B)(3)] (Choose 1.or 2.): 1. [ ] Plan designation. [Plan Section 3.05(B)]When the Participant attains age .[Note:The age may not exceed age 70112 and may not be less than age 40.] 2. [X] Participant designation.[Plan Section 3.05(B)and(13)(1)]When the Participant attains the age the Participant designates,which may not be earlier than age 40 (no earlier than age 40)and may not be later than age 70 1/2 .[Note: The age may not exceed age 70112.] d. [X] Fire department employees. [Plan Section 3.05(B)(3)] (Choose 1. or 2.): 1. [ ] Plan designation. [Plan Section 3.05(13)]When the Participant attains age .[Note:The age may not exceed age 70112 and may not be less than age 40.] 2. [X] Participant designation. [Plan Section 3.05(B)and(13)(1)]When the Participant attains the age the Participant designates,which may not be earlier than age 40 (no earlier than age 40)and may not be later than age 70 1/2 . [Note:The age may not exceed age 70 112.] 11. ELIGIBILITY CONDITIONS(2.01). (Choose one of a. or b.): a. [X] No eligibility conditions.The Employee is eligible to participate in the Plan as of his/her first day of employment with the employer. b. [ ] Eligibility conditions.To become a Participant in the Plan,an Eligible Employee must satisfy the following eligibility conditions(Choose one or more of 1.,2.or 3.): L [ ] Age.Attainment of age ©2018 3 Eligible 457 Plan 2. [ ] Service.Service requirement(Choose one of a.or b): a. [ ] Year of Service.One year of Continuous Service. b. [ ] Months of Service. month(s)of Continuous Service. 3. [ ] Specify: 12. PLAN ENTRY DATE(1.24). "Plan Entry Date"means the Effective Date and(Choose one of a. through d.): a. [ ] Monthly.The first day of the month coinciding with or next following the Employee's satisfaction of the Plan's eligibility conditions. b. [ ] Annual.The first day of the Plan Year coinciding with or next following the Employee's satisfaction of the Plan's eligibility conditions. C. [X] Date of hire.The Employee's employment commencement date with the Employer. d. [ ] Specify: 13. SALARY REDUCTION CONTRIBUTIONS(1.30).A Participant's Salary Reduction Contributions under Election 5b.are subject to the following limitation(s)in addition to those imposed by the Code (Choose one of a. or b.): a. [ ] No limitations. b. [X] Limitations.(Choose one or more of 1.,2.or 3.): 1. [ ] Maximum deferral amount.A Participant's Salary Reductions may not exceed: (specify dollar amount or percentage of Compensation). 2. [ ] Minimum deferral amount.A Participant's Salary Reductions may not be less than: (specify dollar amount or percentage of Compensation). 3. [X] Specify: Each Participant is required to make an annual contribution of 7.5 Percent of Compensation [Note:Any limitation the Employer elects in b.1. through b.3. will apply on a payroll basis unless the Employer otherwise specifies in b.3.] Special NRA Catch-Up Contributions(3.05).The Plan(Choose one of c.or d.): C. [ ] Permits.Participants may make NRA catch-up contributions. AND,Special NRA Catch-Up Contributions(Choose one of 1.or 2.): L [ ] will be taken into account in applying any matching contribution under the Plan. 2. [ ] will not be taken into account in applying any matching contribution under the Plan. d. [X] Does not permit.Participants may not make NRA catch-up contributions. Age 50 Catch-Up Contributions(3.06).The Plan(Choose one of e. orf.): e. [ ] Permits.Participants may make age 50 catch-up contributions. f. [X] Does not permit.Participants may not make age 50 catch-up contributions. 14. SICK,VACATION AND BACK PAY(3.02(A)).The Plan(Choose one of a. or b.): a. [X] Permits.Participants may make Salary Reduction Contributions from accumulated sick pay,from accumulated vacation pay or from back pay. b. [ ] Does Not Permit.Participants may not make Salary Reduction Contributions from accumulated sick pay,from accumulated vacation pay or from back pay. 15. AUTOMATIC ENROLLMENT(3.02(B)).Does the Plan provide for automatic enrollment(Choose one of the following)[Note:if Eligible Automatic Contribution Arrangement(EA CA),select 15c and complete Questions 31 &321: a. [X] Does not apply.Does not apply the Plan's automatic enrollment provisions. b. [ ] Applies.Applies the Plan's automatic enrollment provisions.The Employer as a Pre-Tax Elective Deferral will withhold from each Participant's Compensation unless the Participant elects a different percentage(including zero)under his/her Salary Reduction Agreement.The automatic election will apply to (Choose one of 1. through 3.): L [ ] All Participants.All Participants who as of are not making Pre-Tax Elective Deferrals at least equal to the automatic amount. 2. [ ] New Participants.Each Employee whose Plan Entry Date is on or following: 3. [ ] Describe Application of Automatic Deferrals: ©2018 4 Eligible 457 Plan C. [ ] EACA.The Plan will provide an Eligible Automatic Contribution Arrangement(EACA).Complete Questions 31&32. 16. MATCHING CONTRIBUTIONS(3.03).The Employer Matching Contributions is(Choose one or more of a. through d.): a. [ ] Fixed formula.An amount equal to of each Participant's Salary Reduction Contributions. b. [ ] Discretionary formula.An amount(or additional amount)equal to a matching percentage the Employer from time to time may deem advisable of each Participant's Salary Reduction Contributions. C. [ ] Tiered formula.The Employer will make matching contributions equal to a uniform percentage of each tier of each Participant's Salary Reduction Contributions,determined as follows: NOTE: Fill in only percentages or dollar amounts,but not both.If percentages are used,each tier represents the amount of the Participant's applicable contributions that equals the specified percentage of the Participant's Compensation(add additional tiers if necessary): Tiers of Contributions Matching Percentage (indicate$or%) First % Next % Next % Next % d. [ ] Specify: Time Period for Matching Contributions.The Employer will determine its Matching Contribution based on Salary Reduction Contributions made during each(Choose one of e. through h.): e. [ ] Plan Year. f [ ] Plan Year quarter. g. [ ] Payroll period. h. [ ] Specify: Salary Reduction Contributions Taken into Account.In determining a Participant's Salary Reduction Contributions taken into account for the above-specified time period under the Matching Contribution formula,the following limitations apply (Choose one of i. through l.): i. [ ] All Salary Reduction Contributions.The Plan Administrator will take into account all Salary Reduction Contributions. j. [ ] Specific limitation.The Plan Administrator will disregard Salary Reduction Contributions exceeding %of the Participant's Compensation. k. [ ] Discretionary.The Plan Administrator will take into account the Salary Reduction Contributions as a percentage of the Participant's Compensation as the Employer determines. L [ ] Specify: Allocation Conditions.To receive an allocation of Matching Contributions,a Participant must satisfy the following allocation condition(s) (Choose one of m.or n.): in. [ ] No allocation conditions. n. [ ] Conditions.The following allocation conditions apply to Matching Contributions (Choose one or more of 1. through 4.): L [ ] Service condition.The Participant must complete the following number of months of Continuous Service during the Plan Year: 2. [ ] Employment condition.The Participant must be employed by the Employer on the last day of the Plan Year. 3. [ ] Limited Severance Exception.Any condition specified in 1.or 2.does not apply if the Participant incurs a Severance from Employment during the Plan Year on account of death,disability or attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year. 4. [ ] Specify: 17. NONELECTIVE CONTRIBUTIONS(1.19).The Nonelective Contributions under Election 5c.are made as follows: (Choose one): a. [ ] Discretionary-Pro-Rata.An amount the Employer in its sole discretion may determine. ©2018 5 Eligible 457 Plan b. [ ] Fixed-Pro Rata. %of Compensation. C. [ ] Other.A Nonelective Contribution maybe made as follows: Allocation Conditions.(3.08).To receive an allocation of Nonelective Contributions,a Participant must satisfy the following allocation condition(s)(Choose one of d. or e.): d. [ ] No allocation conditions. e. [ ] Conditions.The following allocation conditions apply to Nonelective Contributions(Choose one or more of 1. through 4.): 1 [ ] Service condition.The Participant must complete the following number of months of Continuous Service during the Plan Year: 2. [ ] Employment condition.The Participant must be employed by the Employer on the last day of the Plan Year. 3. [ ] Limited Severance Exception.Any condition specified in 1.or 2.does not apply if the Participant incurs a Severance from Employment during the Plan Year on account of death,disability or attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year. 4. [ ] Specify: 18. TIME AND METHOD OF PAYMENT OF ACCOUNT(4.02).The Plan will distribute to a Participant who incurs a Severance from Employment his/her Vested Account as follows: Timing.The Plan,in the absence of a permissible Participant election to commence payment later,will pay the Participant's Account (Choose one of a. through e.): a. [ ] Specified Date. days after the Participant's Severance from Employment. b. [ ] Immediate.As soon as administratively practicable following the Participant's Severance from Employment. C. [ ] Designated Plan Year.As soon as administratively practicable in the Plan Year beginning after the Participant's Severance from Employment. d. [ ] Normal Retirement Age.As soon as administratively practicable after the close of the Plan Year in which the Participant attains Normal Retirement Age. e. [X] Specify:As elected by the Participant(for balances$1000 and above) Method.The Plan,in the absence of a permissible Participant election,will distribute the Participant's Account under one of the following method(s)of distribution(Choose one or more off through j. as applicable): f [X] Lump sum.A single payment. g. [X] Installments.Multiple payments made as follows: as elected by the Participant h. [ ] Installments for required minimum distributions only.Annual payments,as necessary under Plan Section 4.03. i. [X] Annuity distribution option(s): as elected by the Participant j. [ ] Specify: Participant Election. [Plan Sections 4.02(A)and(B)]The Plan(Choose one of k., 1. or m): k. [X] Permits.Permits a Participant,with Plan Administrator approval of the election,to elect to postpone distribution beyond the time the Employer has elected in a.through e.and also to elect the method of distribution(including a method not described in f.through j.above). L [ ] Does not permit.Does not permit a Participant to elect the timing and method of Account distribution. in. [ ] Specify: Mandatory Distributions.Notwithstanding any other distribution election,following Severance from Employment(Choose n. or o.): n. [ ] No Mandatory Distributions.The Plan will not make a Mandatory Distribution. o, [X] Mandatory Distribution.If the Participant's Vested Account is not in excess of$5,000(unless a different amount selected below)as of the date of distribution,the Plan will make a Mandatory Distribution following Severance from Employment. I. [X] Mandatory Distribution.If the Participant's Vested Account is not in excess of$ 1000.00 as of the date of distribution,the Plan will make a Mandatory Distribution following Severance from Employment. ©2018 6 Eligible 457 Plan Exclusion of rollovers in determination of$5,000 threshold.In determining the$5,000 threshold(or other dollar threshold above), rollover contributions will be: p. [X] included. q. [ ] excluded. 19. BENEFICIARY DISTRIBUTION ELECTIONS.Distributions following a Participant's death will be made as follows(Choose one Of a. through d.): a. [ ] Immediate.As soon as practical following the Participant's death. b. [ ] Next Calendar Year.At such time as the Beneficiary may elect,but in any event on or before the last day of the calendar year which next follows the calendar year of the Participant's death. C. [X] As Beneficiary elects.At such time as the Beneficiary may elect,consistent with Section 4.03. d. [ ] Describe: [Note:The Employer under Election 19d. may describe an alternative distribution timing or afford the Beneficiary an election which is narrower than that permitted under Election 19c., or include special provisions related to certain beneficiaries, (e.g., a surviving spouse). However, any election under Election 19d.must require distribution to commence no later than the Section 4.03 required date.] 20. DISTRIBUTIONS PRIOR TO SEVERANCE FROM EMPLOYMENT(4.05).A Participant prior to Severance from Employment may elect to receive a distribution of his/her Vested Account under the following distribution options(Choose one of a. or b.): a. [X] None.A Participant may not receive a distribution prior to Severance from Employment. b. [ ] Distributions.Prior to Severance from Employment are permitted as follows(Choose one or more of 1.through 4.): L [ ] Unforeseeable emergency.A Participant may elect a distribution from his/her Account in accordance with Plan Section 4.05(A)(for the Participant,spouse,dependents or beneficiaries) 2. [ ] De minimis exception.[Plan Section 4.05(B)]If the Participant: (i)has an Account that does not exceed$5,000;(ii)has not made or received an allocation of any Deferral Contributions under the Plan during the two-year period ending on the date of distribution;and(iii)has not received a prior Plan distribution under this de minimis exception,then(Choose one Of a., b. or c.): a. [ ] Participant election.The Participant may elect to receive all or any portion of his/her Account. b. [ ] Mandatory distribution.The Plan Administrator will distribute the Participant's entire Account. C. [ ] Hybrid.The Plan Administrator will distribute a Participant's Account that does not exceed$ and the Participant may elect to receive all or any portion of his/her Account that exceeds$ but that does not exceed$5,000. 3. [ ] Age 70 1/2.A Participant who attains age 70 1/2 prior to Severance from Employment may elect distribution of any or all of his/her Account. 4. [ ] Specify: [Note:An Employer need not permit any in-service distributions.Any election must comply with the distribution restrictions of Code Section 457(d).] 21. QDRO(4.06).The QDRO provisions(Choose one of a., b. or c.): a. [X] Apply. b. [ ] Do not apply. C. [ ] Specify: 22. ALLOCATION OF EARNINGS (5.07(B)).The Plan allocates Earnings using the following method(Choose one or more of a. through f.): a. [X] Daily.See Section 5.07(13)(4)(a). b. [ ] Balance forward.See Section 5.07(13)(4)(b). C. [ ] Balance forward with adjustment.See Section 5.07(13)(4)(c).Allocate pursuant to the balance forward method,except treat as part of the relevant Account at the beginning of the Valuation Period %of the contributions made during the following Valuation Period: d. [ ] Weighted average.See Section 5.07(13)(4)(d).If not a monthly weighting period,the weighting period is e. [ ] Directed Account method.See Section 5.07(13)(4)(e). ©2018 7 Eligible 457 Plan f [ ] Describe Earnings allocation method: [Note:The Employer under Election 22f may describe Earnings allocation methods from the elections available under Election 22 and/or a combination thereof as to any: (i)Participant group(e.g.,Daily applies to Division A Employees OR to Employees hired after"x"date. Balance forward applies to Division B Employees OR to Employees hired on/before "x"date.); (ii) Contribution Type(e.g.,Daily applies as to Discretionary Nonelective Contribution Accounts.Participant-Directed Account applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type(e.g.,Balance forward applies to investments placed with vendor A and Participant-Directed Account applies to investments placed with vendor B OR Daily applies to Participant-Directed Accounts and balance forward applies to pooled Accounts).] 23. HEART ACT PROVISIONS(1.31(0)(3)13.13).The Employer elects to (Choose one of a.orb. and c. or d.): Continued Benefit Accruals. a. [ ] Not apply the benefit accrual provisions of Section 3.13. b. [X] Apply the benefit accrual provisions of Section 3.13. Distributions for deemed severance of employment(1.31(C)(3)) C. [X] The Plan does NOT permit distributions for deemed severance of employment. d. [ ] The Plan permits distributions for deemed severance of employment. 24. VESTING/SUBSTANTIAL RISK OF FORFEITURE(5.11).A Participant's Deferral Contributions are[Note:If a Participant incurs a Severance from Employment before the specified events or conditions, the Plan will forfeit the Participant's non-vested Account. Caution: if a Deferral is subject to vesting schedule or other substantial risk of forfeiture, it does not count as a deferral for purposes of the annual deferral limit until the year it is fully vested.] (Choose all that apply of a. through d.): a. [X] 100%Vested/No Risk of Forfeiture.Immediately Vested without regard to additional Service and no Substantial Risk of Forfeiture.The following contributions are 100%Vested: L [X] All Contributions.(skip to 25.) 2. [ ] Only the following contributions.(select all that apply): a. [ ] Salary Reduction Contributions. b. [ ] Nonelective Contributions. C. [ ] Matching Contributions. b. [ ] Forfeiture under Vesting Schedule.Vested according to the following: Contributions affected.The following contributions are subject to the vesting schedule(Choose one or more of 1., 2.or 3.): L [ ] Salary Reduction Contributions. 2. [ ] Nonelective Contributions. 3. [ ] Matching Contributions. 4. [ ] Vesting Schedule. Years of Service Vested Percentage For vesting purposes,a"Year of Service" means: 5. [Note:It is extremely rare to apply a vesting schedule to Salary Reduction Contributions.] C. [ ] Substantial Risk of Forfeiture.Vested only when no longer subject to the following Substantial Risk of Forfeiture as follows: Contributions affected.The following contributions are subject to the substantial risk of forfeiture under c. (Choose one or more of 1., 2.or 3.): L [ ] Salary Reduction Contributions. 2. [ ] Nonelective Contributions. ©2018 8 Eligible 457 Plan 3. [ ] Matching Contributions. Risk Provisions:Vested only when no longer subject to the following Substantial Risk of Forfeiture as follows (Choose one of 4. or 5): 4. [ ] The Participant must remain employed by the Employer until unless earlier Severance from Employment occurs on account of death or disability,as the Plan Administrator shall establish. 5. [ ] Specify: Additional Provisions(Choose d. if applicable) d. [ ] Specify: FORFEITURE ALLOCATION.[Plan Sections 5.11(A)and 5.14] The Plan Administrator will allocate any Plan forfeitures as selected below.The Employer has the option to use forfeitures to pay plan expenses first and then allocate the remaining forfeitures in accordance with the selections below: (Choose one of the following): e. [ ] Additional Contributions.As the following contribution type(Choose one of 1. or 2.): L [ ] Nonelective.As an additional Nonelective Contribution. 2. [ ] Matching.As an additional Matching Contribution. f [ ] Reduce Fixed Contributions.To reduce the following fixed contribution(Choose one of 1. or 2.): L [ ] Nonelective.To reduce the Employer's fixed Nonelective Contribution. 2. [ ] Matching.To reduce the Employer's fixed Matching Contribution. g. [ ] Specify: 25. TRUST PROVISIONS.The following provisions apply to Article VIII of the Plan(Choose as applicable;leave blank if not applicable): a. [ ] Modifications.The Employer modifies the Article VIII Trust provisions as follows: The remaining Article VIII provisions apply. b. [X] Substitution.The Employer replaces the Trust with the Trust Agreement attached to the Plan. 26. CUSTODIAL ACCOUNT/ANNUITY CONTRACT(8.16).The Employer will hold all or part of the Deferred Compensation in one or more custodial accounts or annuity contracts which satisfy the requirements of Code§457(g) (Choose a. or b., c. if applicable): a. [X] Custodial account(s). b. [X] Annuity contract(s). C. [ ] Specify: [Note:The Employer under c. may wish to identify the custodial accounts or annuity contracts or to designate a portion of the Deferred Compensation to be held in such vehicles versus held in the Trust.] 27. VALUATION.In addition to the last day of the Plan Year,the Trustee(or Plan Administrator as applicable)must value the Trust Fund(or Accounts)on the following Valuation Date(s)(Choose one of a. or b.): a. [ ] No additional Valuation Dates. b. [X] Additional Valuation Dates. (Choose one or more of 1.,2. or 3.): L [X] Daily Valuation Dates.Each business day of the Plan Year on which Plan assets for which there is an established market are valued and the Trustee or Employer is conducting business. 2. [ ] Last day of a specified period.The last day of each of the Plan Year. 3. [ ] Specified Valuation Dates: [Note:The Employer under Election 26b.3.may describe Valuation Dates from the elections available under Election 26b. and/or a combination thereof as to any: (i)Participant group(e.g.,No additional Valuation Dates apply to Division A Employees OR to Employees hired after "x"date.Daily Valuation Dates apply to Division B Employees OR to Employees hired on/before "x"date.); (ii) Contribution Type(e.g.,No additional Valuation Dates apply as to Discretionary Nonelective Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type(e.g.,No additional Valuation Dates apply to investments placed with vendor A and Daily Valuation Dates apply to investments placed with vendor B OR Daily Valuation Dates apply to Participant-Directed Accounts and no additional Valuation Dates apply to pooled Accounts).] ©2018 9 Eligible 457 Plan 28. TRUSTEE(Select all that apply;leave blank if not applicable): a. [ ] Individual Trustee(s)who serve as Trustee(s)over assets not subject to control by a corporate Trustee.(Add additional Trustees as necessary.) Name(s) Title(s) Address and Telephone number(Choose one of 1. or 2.): L [ ] Use Employer address and telephone number. 2. [ ] Use address and telephone number below: Address: Street City State Zip Telephone: b. [X] Corporate Trustee Name: Nationwide Trust Company Address: 10 West Nationwide Blvd. Street Columbus Ohio 43215 City State Zip Telephone: (614)435-2294 AND,the Corporate Trustee shall serve as: C. [X] a Directed(nondiscretionary)Trustee over all Plan assets except for the following: d. [ ] a Discretionary Trustee over all Plan assets except for the following: 29. PLAN LOANS(5.02(A)).The Plan permits or does not permit Participant Loans(Choose one of a.or b.): a. [X] Does not permit. b. [ ] Permitted pursuant to the Loan Policy. 30. ROLLOVER CONTRIBUTIONS(3.09).The Plan permits Rollover Contributions subject to approval by the Plan Administrator and as further described below: Who may roll over(Choose one of a. or b.): a. [ ] Participants only. b. [X] Eligible Employees or Participants. Sources/Types.The Plan will accept a Rollover Contribution(Choose one of c.or d.): C. [X] All.From any Eligible Retirement Plan and as to all Contribution Types eligible to be rolled into this Plan. d. [ ] Limited.Only from the following types of Eligible Retirement Plans and/or as to the following Contribution Types: ©2018 10 Eligible 457 Plan Distribution of Rollover Contributions(Choose one of e.,f.or g.): e. [X] Distribution without restrictions.May elect distribution of his/her Rollover Contributions Account in accordance with Plan Section 4.05(C)at any time. f. [ ] No distribution.May not elect to receive distribution of his/her Rollover Contributions Account until the Plan has a distributable event under Plan Section 4.01. g. [ ] Specify: 31. EACA Automatic Deferral Provisions(3.14). Participants subject to the Automatic Deferral Provisions.The Automatic Deferral Provisions apply to Employees who become Participants after the Effective Date of the EACA(except as provided in d.below).Employees who became Participants prior to such Effective Date are subject to the following(a.—d.are optional): a. [ ] All Participants.All Participants,regardless of any prior Salary Reduction Agreement,unless and until a Participant makes an Affirmative Election after the Effective Date of the EACA. b. [ ] Election of at least Automatic Deferral amount.All Participants,except those who,on the Effective Date of the EACA,are deferring an amount which is at least equal to the Automatic Deferral Percentage. C. [ ] No existing Salary Reduction Agreement.All Participants,except those who have in effect a Salary Reduction Agreement on the effective date of the EACA regardless of the Salary Reduction Contribution amount under the Agreement. d. [ ] Describe: Automatic Deferral Percentage.Unless a Participant makes an Affirmative Election,the Employer will withhold the following Automatic Deferral Percentage(select e.or f.): e. [ ] Constant.The Employer will withhold %of Compensation each payroll period. Escalation of deferral percentage(select one or leave blank if not applicable) I. [ ] Scheduled increases.This initial percentage will increase by %of Compensation per year up to a maximum of of Compensation. 2. [ ] Other(described Automatic Deferral Percentage): Automatic Deferral Optional Elections f. [ ] Optional elections(select all that apply or leave blank if not applicable) Suspended Salary Reduction Contributions.If a Participant's Salary Reduction Contributions are suspended pursuant to a provision of the Plan(e.g.,distribution due to military leave covered by the HEART Act),then a Participant's Affirmative Election will expire on the date the period of suspension begins unless otherwise elected below. I. [ ] A Participant's Affirmative Election will resume after the suspension period. Special Effective Date.Provisions will be effective as of the earlier of the Effective Date of the EACA provisions unless otherwise specified below. 2. [ ] Special Effective Date: 32. In-Plan Roth Rollover Contributions. a. [X] Yes,allowed. 33. In-Plan Roth Rollover Transfers. a. [X] Yes,allowed. ©2018 11 Eligible 457 Plan This Plan is executed on the date(s)specified below: Use of Adoption.Agreement.Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer's Plan.The Employer only may use this Adoption Agreement only in conjunction with the corresponding,basic plan document. Separate Trust Agreement.An executed copy of the trust agreement must be attached to this Plan.The responsibilities,rights and powers of the Trustee shall be those specified in the trust agreement.The signature of the Trustee appears on the separate trust agreement. EMPL, Butte Count DATE SIGNED 02018 12 EXHIBIT C Nationwide Trust Company, FSB 457 Trust Agreement (The "Agreement"") This Agreement including the Schedule of Investments attached is made, and entered into by and between Butte County ("Sponsor") and Nationwide Trust Company, FSB a division of Nationwide Bank as Trustee ("NTC") pursuant to the Butte County Deferred Compensation Plan ("Plan") to establish the Butte Count Deferred Com g2n§M1j2n_Plan_Trust ("Account"), By signing below, signatories on behalf of the By signing below, NTC has agreed to and accepted Sponsor and the Plan acknowledge that they have all rights and obligations contained herein. received the Agreement, inclusive of all Schedules listed above, and agree to all terms. Further, they represent that they have the authority to enter into, on behalf of the Sponsor and the Plan, a contractual relationship with NTC with respect to these documents and will be subject to all rights and obligations contained therein. 9 Printed Spofisor Name NTC !,4 Sponsor Signature Date Acceptance Date Title �LL P��nted Name \r .µ .. Signature Date 4111114 Title 44 k1—C., P Sibn-at- Date TEtI NRS (07/2007) 1 of 9- ARTICLE 1-----PURPOSE The Sponsor adopts this Agreement on behalf of the Plan and represents and warrants that the Pian is intended to meet the requirements of an eligible deferred compensation pian under Section 457 of the Internal Revenue Code of 1986, as amended ("Code") and intends to keep such Plan in compliance with the then applicable requirements of the Code. Further, the Sponsor represents and warrants that the Employer of all individuals eligible to participate in the Plan is a state, political subdivision of a state, or an agency or instrumentality of either. ARTICLE II—DEFINITIONS Account—The trust account established herein by which NTC will hold the assets of the Plan or any portion thereof as agreed upon by Sponsor and NTC. Business Day A day on which NTC and New York Stock Exchange are both open for business. Effective Date — The date on which the Account is created by NTC's acceptance of cash or other assets on behalf of the Sponsor. Prior to the Effective date, NTC shall have no responsibility hereunder. Employers)—The employer(s) of the Participants in the Flan. Funding Vehicle(s) — As permitted by applicable law, may include one or more (i) group annuity contracts, (ii) mutual funds, collective investment funds or other securities made available under the Agreement, (iii) securities held in self-directed brokerage accounts made available by NTC, or (iv) any other investment vehicle(s) mutually acceptable to NTC and Sponsor via an amendment to this Agreement or separate schedule. Original Signature—An authentic, hardcopy, non-reproduced signature of the Sponsor or its designee. Participant—A person for whom benefits are provided under this Agreement, in accordance with the Plan. Plan The Plan identified on the front page of this Agreement, including any written plan document and trust provisions. Required Format—Acceptable format for submitting information to NTC as prescribed by NTC and on transaction forms prescribed by NTC. Signature — Either the Original Signature or an Original Signature that has been replicated by photocopy, electronic means, or fax. Successor—The trustee or custodian appointed by the Sponsor who succeeds NTC. Written Instruction(s) — Any notices, instructions or other instruments required to be in writing (with Signature or Original Signature, where so indicated) from NTC, Sponsor, or its designee. Written Instructions may take the form of a letter, electronic communication through an on-line communication system mutually agreeable to the parties; or a facsimile transmission. NRS (0712007) -2 of 9- ARTICLE III—THE ACCOUNT The Sponsor advises NTC that the Account shall be funded as described herein. The Sponsor hereby authorizes NTC to take any action required to establish and maintain any Funding Vehicle(s) designated by the Sponsor under this Agreement. NTC has entered into arrangements with a number of providers to make available certain Funding Vehicles for possible inclusion in the Account. The assets of the Account shall consist of the Funding Vehicle(s) and any outstanding loans made under the terms of the Plan. The Account and any funds invested pursuant to this Agreement are not insured by the Federal Deposit Insurance Corporation ("FDIC'), are not deposits or other obligations of NTC and are not guaranteed by NTC. The value of the Account is subject to investment risks, including possible loss of principal. NTC agrees to hold and administer the Account in accordance with this Agreement. The Account shall not include any Plan Assets for which Sponsor has selected as the designated investment manager for Participant accounts an investment manager other than Nationwide Investment Advisors, LLC. To the extent permitted by the Plan, NTC, at the direction of the Sponsor or its designee, shall accept an eligible rollover distribution and/or eligible direct rollover under the then applicable sections of the Code. NTC shall not be under any duty to require payment of any contributions to the Account, if any, or to see that any payment made to it is computed in accordance with the provisions of the Plan. NTC shall continue to administer the Account in accordance with this Agreement until its obligations are discharged and satisfied. In the event that Sponsor and NTC mutually agree to include life insurance as a Funding Vehicle for inclusion in the Account, Sponsor agrees that NTC shall not be responsible in any manner to Sponsor, the Plan, a Participant or his or her beneficiary, or to any third-party, including any issuer of life insurance, for any determination as to prudence of inclusion of life insurance as a Funding Vehicle in the Account or as an investment option under the Plan; any determination on a Participant basis that the purchase of life insurance is incidental to the primary purpose of providing retirement benefits; the tax treatment of premium payments or disbursements of benefits; any and all administrative, marketing, and sales duties or responsibilities related in any manner to the initial purchase, or continuing maintenance , of any life insurance; and any other action or omission related to life insurance. The Sponsor authorizes NTC to commingle Plan assets, as applicable, in a master custodial account for purposes of facilitating the omnibus trading of various plan assets. ARTICLE IV—GENERAL ADMINISTRATIVE RESPONSIBILITIES OF NTC NTC is authorized to take any action set forth below with respect to the Account: Accept instructions in the Required Format from the Sponsor or its designee regarding the allocation, distribution or other disposition of the assets of the Account and all matters relating thereto; Cause any portion or all of the Account to be issued, held, or registered in the individual name of NTC, in the name of its nominee, in an affiliated securities depository, or in such other form as may be required or permitted under applicable law (however, the records of NTC shall indicate the true ownership of such property); Employ such agents and counsel, including legal counsel, as NTC determines to be reasonably necessary to manage and protect the assets held in the Account, to handle controversies that may arise under this Agreement, or to defend itself successfully against allegations of a fiduciary breach, and to pay such agents and counsel their compensation from the Account unless such compensation is otherwise paid by the Sponsor; Commence, maintain, or defend any litigation necessary in connection with the administration of the Account, except that NTC shall not be obligated to do so unless it is to be indemnified to its satisfaction against all expenses and liabilities sustained or anticipated by reason thereof; NRS (07/2007) -3 of 9- Hold part or all of the Account uninvested as may be necessary or appropriate; Withhold the appropriate taxes from any distribution, remit such taxes with the relevant government authorities, and report such payments on the informational returns prescribed by such authorities, identifying itself as the payor of such distributions; Forward to the Sponsor, for exercise, all proxies solicited in regards to mutual funds and collective investment funds, if applicable; vote, on behalf of the Plan and in accordance with the instructions provided by the Sponsor, all proxies that are returned by the Sponsor; and abstain from voting proxies that are not returned by the Sponsor; Take all other acts necessary for the proper administration of the Account. ARTICLE V—INVESTMENT RESPONSIBILITY NTC shall have no investment management responsibility or liability with respect to the Account or any other assets held under the Plan. Plan contributions or other assets received by NTC shall be allocated in accordance with Written Instructions. NTC does not warrant or guarantee the performance of any Funding Vehicle(s) selected by the Sponsor or Participants. The Sponsor, or other party designated under the Plan, shall have full responsibility for the selection of the Funding Vehicle(s) and the management, disposition, and investment of assets of the Account, NTC shall comply with Written Instructions concerning those assets, subject to restrictions, if any, imposed by the Funding Vehicle(s) and the operation of any securities markets. Except to the extent required by applicable law or otherwise provided in this Agreement, NTC shall have no duty to review, initiate action, or make recommendations regarding the Account or its investments. The Sponsor is responsible for reading any and all prospectuses, specimen and final contracts, proposals and/or other materials which disclose information pertaining to applicable charges, interest rates, terms and conditions of any contract between the Plan or Account and any party, including contracts related to the Funding Vehicle(s). NTC shall transmit such communications to the Sponsor. NTC shall have no duty to respond to communications related to securities or other property held in the Account (including, but not limited to, tender offers and class action communications). NTC shall not be liable for any loss which results from the exercise of investment control by a Sponsor, Participant or beneficiary, or designated investment manager. If a Participant who has investment authority under the terms of the Plan fails to provide investment direction, the Sponsor shall direct the investment of the Participant's account. No one providing investment advice to the Plan, Sponsor, Participant or other party is acting as an agent of NTC. ARTICLE V1—LOANS To the extent permitted under the Plan and applicable law, NTC will forward loan disbursements as directed by the Sponsor or its designee via Written Instructions. The Sponsor, or other fiduciary of the Plan or their designee, shall be responsible for the approval and administration of any such loans. The Sponsor acknowledges that all loan obligations should be made payable to the Pian and the Plan retains all lending responsibility. NTC will have no responsibility for executing and holding any notes or security agreements which are held as part of the Account, providing any disclosures required by any truth-in- lending laws, or enforcing any security interest in any asset other than the Participant's account under the Account. NRS (07/2407) -4 of 9- ARTICLE VII—CONTRIBUTIONS NOT RECOVERABLE Except as described in the Purpose section of this Agreement and to the extent permitted by the Plan and applicable law, under no circumstances shall any part of the Account be recoverable by the Sponsor or be used other than for the exclusive purposes of providing benefits to Participants and their beneficiaries and paying reasonable expenses of the Plan prior to the satisfaction of all liabilities to Participants and their beneficiaries; provided, however, a contribution by a Sponsor or a Participant made as a result of a mistake of fact that is discovered within one(1) year after the contribution is made shall be returned to the Sponsor or Participant as soon as administratively feasible, if the Sponsor so requests and the Funding Vehicle(s) permits. ARTICLE VIII—ACCOUNT RECORDS AND REPORTS NTC shall maintain accurate records and detailed accounts of all investments, receipts, disbursements, earnings, and other transactions related to the Account, and those records shall be available at all reasonable times to the Sponsor, ARTICLE IX—FIDUCIARY RESPONSIBILITIES AND LIABILITIES NTC may rely upon any information provided by the Sponsor or its designee. NTC, the Sponsor, and all other fiduciaries under the Plan and this Agreement intend that each party shall be solely responsible for those specific duties and powers assigned to it. Each party may rely upon any direction, information, or action of another party as being proper under the Plan and this Agreement. NTC shall not be required by the Sponsor or its designee to engage in any action, or make any investment which constitutes a prohibited transaction or is otherwise contrary to the provisions of applicable law, the Code, or the terms of the Plan, if any, or this Agreement. NTC shall be responsible only for those functions which have been assigned to it under this Agreement and shall have no responsibility to perform any duty of the Sponsor, or other fiduciary, required by the Plan or applicable law. NTC shall have no duty to determine the rights or benefits of any person having or claiming an interest under the Plan or this Agreement. Except as otherwise provided in the Agreement, including any schedules thereto, any action to be taken by NTC under the Agreement shall be taken upon Written Instruction from the Sponsor or its designee. NTC shall comply with such instructions and shall incur no liability for any loss which may result from any action or failure of action on its part due to its compliance with such Written Instructions. ARTICLE X--LIMITATION OF LIABILITY To the extent permitted by applicable law, NTC shall not be liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunction of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or government actions. ARTICLE XI---RELIANCE ON COUNSEL AND INDEMNIFICATION NTC may consult with, and act upon the advice of counsel (who may be counsel for the Sponsor), regarding its responsibilities under this Agreement. To the extent permitted under applicable law, the Sponsor shall indemnify and hold harmless NTC, its officers, employees, and agents from and against all liabilities, losses, expenses, and claims (including reasonable attorneys' fees and costs of defense) arising as a result of: Acts or omissions to act with respect to the Plan or Account by persons unrelated to NTC; NRS (0712007) -5 of 9- NTC's action or inaction with respect to the Plan or Account resulting from reliance on the action or inaction of unrelated persons; Any violation by any unrelated person of the provisions of the Code or applicable laws, unless NTC commits a breach of its duties by reason of its gross negligence or willful misconduct; Any decision by the Sponsor, any Participant or any other fiduciary to acquire, retain, or dispose of any security or other property of the Account; Any violation or breach by a fiduciary or other person associated with the Plan which occurred prior to the Effective Date; or NTC's acts, omissions and conduct, and those of its agents, in their official capacity, except to the extent that such documented loss or expense results from negligence directly and solely attributable to NTC or its agents, or from an intentional violation by them of any provision of this Agreement. Such obligation to indemnify shall extend to any liability or expense that arises as a result of the inaccuracy of any representation made, any action taken or failure to act, or any violation of this Agreement, the terms of the Plan by the Sponsor, its designee, any fiduciary of the Plan, and their agents, employees and officers under this Agreement or otherwise related to the administration of the Account. NTC shall not be required to give any bond or other security for the faithful performance of its duties under this Agreement except to the extent required by applicable law. ARTICLE XII—NTC'S USE OF AFFILIATED COMPANIES NTC may enter into agreements and share information with its affiliates in performing responsibilities under this Agreement and any other applicable agreement. Investments made in accordance with the Agreement, may include mutual funds or other investments advised by affiliates of NTC. The investment advisers of such investments may be affiliates of NTC and may derive investment management and other fees for services provided. ARTICLE XIII—NTC'S COMPENSATION AND EXPENSES NTC will receive additional reasonable compensation for any extraordinary services or computations required as agreed upon by the Sponsor and NTC in advance. Nationwide shall be entitled to receive, as compensation for services provided hereunder, any credit, interest or other earnings on aggregate cash balances held on deposit with respect to funds awaiting investment or reinvestment or with respect to funds pending distribution to offset expenses of associated activities. NTC may withdraw amounts from the Account for its compensation, and for any expenses as described herein from the Account for its compensation. ARTICLE XIV—TAXES Until advised to the contrary by the Sponsor. NTC shall assume that the Account is exempt from federal, state, local and foreign income taxes. NTC shall not be responsible for filing any federal, state, local or foreign tax and informational returns relating to the Plan or Account. NTC shall notify the Sponsor of any taxes levied upon or assessed against the Account. If NTC does not receive Written Instructions within thirty (30) days of such notification, NTC will pay the tax from the Account. If the Sponsor wishes to contest the tax assessment, it must give appropriate Written Instructions to NTC within thirty (30) days of notification. NTC shall not be required to bring any legal actions or proceedings to contest the validity of any tax assessments unless NTC is to be indemnified to its satisfaction against loss or expense related to such actions or proceedings, including reasonable attorneys'fees. NRS (0712007) -6 of 9- ARTICLE XV—AMENDMENT Notwithstanding any other provision of the Agreement, NTC may amend the Agreement at any time by providing written notice to the Sponsor not less than thirty (30) days prior to the effective date of such change, or at any time in the event NTC determines that such amendment is necessary to comply with any applicable legal or regulatory requirements. No person except for an authorized officer has the legal capacity to change this Agreement otherwise, or to bind NTC to other commitments not covered within this Agreement. ARTICLE XVI—RESIGNATION REMOVAL AND TERMINATION NTC may resign at any time after providing at least thirty (30) days notice via Written Instructions to the Sponsor. The Sponsor may remove NTC by delivery of Written Instructions, to take effect at a date specified therein, which shall not be less than thirty (30) days after the delivery of such Written Instructions with Original Signature to NTC, unless Funding Vehicle provisions specify otherwise. Notwithstanding the foregoing, NTC may retain responsibilities per the terms of this Agreement over assets remaining at NTC beyond the thirty (30) day timeframe, concurrent with Funding Vehicle provisions. The Agreement will be terminated at such time as the Account is terminated, the Funding Vehicle(s) are redeemed in full, upon the resignation or removal of NTC as trustee, as applicable, of the Account, or upon the termination by Sponsor of any separate agreement with NTC or Nationwide Retirement Solutions, Inc. that relates to the services provided by NTC under this Agreement. The discontinuance of contributions to the Account shall not, by itself, terminate the Account. NTC is authorized to reserve such sum of money as it may deem advisable for payment of its fees and expenses in connection with the settlement of the Account, and any balance of such reserve remaining after the payment of such fees and expenses shall be paid to the Successor by NTC. ARTICLE XVII---SUCCESSOR Upon resignation or removal of NTC, the Sponsor shall appoint a Successor and the Sponsor shall notify NTC of such appointment by Written Instructions with Signature. NTC shall transfer the assets of the Account, subject to any applicable fees as described in the Agreement to such Successor. If either party has given notice of termination and upon the expiration of the advance notice period no party has accepted an appointment as Successor, NTC will have the right to commence an action in the nature of an interpleader (or other appropriate action) and seek to deposit the assets of the Account in a court of competent jurisdiction in Franklin County, Ohio, for administration until a Successor may be appointed and accepts the transfer of the assets. The Sponsor will be responsible for any costs incurred as a result of such action and/or transfer, as well as any expenses of NTC which are incurred in carrying out its duties under this Agreement in such a situation. ARTICLE XVIII—GOVERNING LAW The Account will be administered in the State of Ohio, and its validity, construction, and all rights hereunder shall be governed by the Code, Home Owners' Loan Act of 1933 and, to the extent not pre- empted, by the laws of Ohio. All contributions to the Account shall be deemed to occur in Ohio. ARTICLE XIX----IDENTITY VERIFICATION NOTICE NRS (0712007) -7 of 9- To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that |demtifiegcertaim persons or entities that open an account. When an account is opened, NTC may ask for the name, address and other information that will a||mm NTC to identify the entity or person that sponsors the P|an. NTC may also ask for a copy o< identifying documents, such asadriver's |ioenme, government-issued business license, or other documents. ARTICLE XX—RULES OF CONSTRUCTION The Agreement, together with all attached schedules and any applicable investment contracts shall constitute the entire Agreement. The Plan and this Agreement mMa|ybe read and construed together. By signing thiaAgreement, the Sponsor represents toNTC that the Plan conforms toand iaconsistent with the provisions ofthis Agreement. Should the Plan need to be amended to oom0omn to the provisions of this Agreement, the Sponsor is responsible for such amendments. The terms of this Agreement shall prevail over terms ofthe Plan imcases ofconflict, ARTICLE XXI—WAIVER Failure of either party to insist upon strict compliance with any ofthe conditions of the Agreement shall not be construed as a waiver of any of such conditions, but the same shall remain in full force and effect, No waiver ofany provision of the Agreement shall be deemed, or shall conntitute, a waiver of any other provision, whether ornot similar, nor shall any waiver constitute acontinuing waiver. Unless the context clearly indicates to the oortrary, a reference to a aYatute, regulation, dooument. or provision shall be construed as referring tmany subsequently enacted, mdoptnd, or re-designated statute or regulation or executed counterpart, ARTICLE XXIII—SEVERABILITY If any i iomVftheAQnaenmentohaNbeheXdbyenourt ofcompetent jurisdiction to beinvalid, illegal, mr unenforceable, the remaining provisions shall continue tmbeeffective. ARTICLE XXIV—MUTUAL FUND DISCLOSURE The Sponsor acknowledges that Nationwide and its affiliates receive payments in connection with the sale and servicing ofinvestments allocated tn participant Plan accounts ("Investment ()pdmn Payments"). The Investment Option Payments include mutual fund service fee peynmento, which are described imdetail at , and other payments received from investment option providers, NRS (07/2007) -8of0` Schedule of Investments ("Investment Authorization") WHEREAS, NTC and the Sponsor have entered into an Agreement in which the assets of the Plan are to be held, invested and distributed; and WHEREAS, the authority to select the Funding Vehicles under the Plan resides with the Sponsor; and WHEREAS, NTC and Sponsor agree that NTC may act upon Written Instructions from the Sponsor; NOW THEREFORE, the Sponsor authorizes NTC to establish an account for each Funding Vehicle set forth below 1, On the Effective Date, the Funding Vehicles in the Plan shall be; Nationwide Fixed Account Fidelity US Bond Index Instl Prem Sterling Capital Total Return R6 DFA US Large Cap Value I Fidelity 500 Index Institutional Prem Vanguard US Growth Adm MFS Mid Cap Value R6 Fidelity Mid Cap Index Instl Prem T. Rowe Price Instl Mid-Cap Growth DFA US Small Cap I Fidelity Small Cap Index Instl Prem DFA International Core Equity Fidelity Total Intl Index Instl Prem Vanguard Target Retirement Income Inv Vanguard Target Retirement 2020 Inv Vanguard Target Retirement 2025 Inv Vanguard Target Retirement 2030 Inv Vanguard Target Retirement 2035 Inv Vanguard Target Retirement 2040 Inv Vanguard Target Retirement 2045 Inv Vanguard Target Retirement 2050 Inv Vanguard Target Retirement 2055 Inv Vanguard Target Retirement 2060 Inv Vanguard Target Retirement 2065 Inv This Investment Authorization may be amended to include mutually agreeable Funding Vehicle(s) at any time via written instructions from the Sponsor or its designee to NTC. NRS(07/2007) -9- EXfllBlT D BUTTE COUNTY 457(B)DEFERRED COMPENSATION PLAN Eligible 457 Plan TABLE OF CONTENTS (EACA)...................................................................... 10 ARTICLE I,DEFINITIONS 3.15 In-Plan Roth Rollover Contribution........................... 11 1.01 Account.........................................................................1 1.02 Accounting Date...........................................................1 ARTICLE IV,TIME AND METHOD OF 1.03 Beneficiary 1 PAYMENT OF BENEFITS 1.04 Code..............................................................................l 4.01 Distribution Restrictions............................................. 12 1.05 Compensation...............................................................1 4.02 Time and Method of Payment of Account.................. 12 1.06 Deferral Contributions..................................................2 4.03 Required Minimum Distributions............................... 13 1.07 Deferred Compensation................................................3 4.04 Death Benefits............................................................ 14 1.08 Effective Date...............................................................3 4.05 Distributions Prior to Severance from Employment... 14 1.09 Elective Deferrals.........................................................3 4.06 Distributions Under Qualified Domestic Relations 1.10 Employee......................................................................3 Orders(QDROs)........................................................ 15 1.11 Employer......................................................................3 4.07 Direct Rollover of Eligible Rollover Distributions- 1.12 Employer Contribution.................................................3 Governmental Plan..................................................... 15 1.13 ERISA...........................................................................3 4.08 Election to Deduct from Distribution......................... 16 1.14 Excess Deferrals...........................................................3 1.15 Includible Compensation..............................................3 ARTICLE V,PLAN ADMINISTRATOR-DUTIES 1.16 Independent Contractor.................................................3 WITH RESPECT TO PARTICIPANTS' 1.17 Leased Employee..........................................................3 ACCOUNTS 1.18 Matching Contribution..................................................3 5.01 Term/Vacancy............................................................ 18 1.19 Nonelective Contribution..............................................3 5.02 Powers and Duties...................................................... 18 1.20 Normal Retirement Age................................................3 5.03 Compensation............................................................. 18 1.21 Participant.....................................................................3 5.04 Authorized Representative......................................... 18 1.22 Plan...............................................................................3 5.05 Individual Accounts/Records..................................... 18 1.23 Plan Administrator........................................................3 5.06 Value of Participant's Account................................... 18 1.24 Plan Entry Date.............................................................3 5.07 Account Administration,Valuation and Expenses..... 18 1.25 Plan Year......................................................................3 5.08 Account Charged........................................................20 1.26 Pre-Tax Elective Deferrals............................................3 5.09 Ownership of Fund/Tax-Exempt Organization..........20 1.27 Rollover Contribution...................................................3 5.10 Participant Direction of Investment............................20 1.28 Roth Elective Deferrals.................................................3 5.11 Vesting/Substantial Risk of Forfeiture.......................21 1.29 Salary Reduction Agreement........................................4 5.12 Preservation of Eligible Plan Status...........................21 1.30 Salary Reduction Contribution......................................4 5.13 Limited Liability........................................................21 1.31 Service..........................................................................4 5.14 Lost Participants.........................................................21 1.32 State..............................................................................4 5.15 Plan Correction...........................................................22 1.33 Substantial Risk of Forfeiture.......................................4 ARTICLE VI,PARTICIPANT 1.34 Tax-Exempt Organization.............................................4 ADMINISTRATIVE PROVISIONS 1.35 Taxable Year.................................................................4 1.36 Transfer.........................................................................4 6.01 Beneficiary Designation.............................................23 1.37 Trust..............................................................................4 6.02 No Beneficiary Designation.......................................23 1.38 Trustee..........................................................................4 6.03 Salary Reduction Agreement......................................23 1.39 Type of 457 Plan...........................................................4 6.04 Personal Data to Plan Administrator..........................23 1.40 Vested...........................................................................5 6.05 Address for Notification.............................................23 6.06 Participant or Beneficiary Incapacitated.....................23 ARTICLE II,ELIGIBILITY AND PARTICIPATION ARTICLE VII,MISCELLANEOUS 2.01 Eligibility 6 7.01 No Assignment or Alienation.....................................24 2.02 Participation upon Re-Employment..............................6 7.02 Effect on Other Plans.................................................24 2.03 Change in Employment Status......................................6 7.03 Word Usage................................................................24 7.04 State Law....................................................................24 ARTICLE III,DEFERRAL 7.05 Employment Not Guaranteed.....................................24 CONTRIBUTIONS/LIMITATIONS 7.06 Notice,Designation,Election,Consent and Waiver...24 3.01 Amount.........................................................................7 ARTICLE VIII,TRUST PROVISIONS- 3.02 Salary Reduction Contributions....................................7 GOVERNMENTAL ELIGIBLE 457 PLAN 3.03 Matching Contributions................................................7 3.04 Normal Limitation........................................................7 8.01 Governmental Eligible 457 Plan.................................25 3.05 Normal Retirement Age Catch-Up Contribution..........7 8.02 Acceptance/Holding...................................................25 3.06 Age 50 Catch-Up Contribution.....................................8 8.03 Receipt of Contributions.............................................25 3.07 Contribution Allocation................................................8 8.04 Full Investment Powers..............................................25 3.08 Allocation Conditions...................................................8 8.05 Records and Statements..............................................26 3.09 Rollover Contributions.................................................8 8.06 Fees and Expenses from Fund....................................26 3.10 Distribution of Excess Deferrals...................................9 8.07 Professional Agents....................................................26 3.11 Deemed IRA Contributions..........................................9 8.08 Distribution of Cash or Property................................26 3.12 Roth Elective Deferrals.................................................9 8.09 Resignation and Removal...........................................26 3.13 Benefit Accrual...........................................................10 8.10 Successor Trustee.......................................................26 3.14 Eligible Automatic Contribution Arrangement 8.11 Valuation of Trust......................................................26 ©2018 1 Eligible 457 Plan 8.12 Participant Direction of Investment............................26 ARTICLE IX,AMENDMENT,TERMINATION, 8.13 Third Party Reliance...................................................26 TRANSFERS 8.14 Invalidity of Any Trust Provision...............................26 9.01 Amendment by Employer/Sponsor.............................28 8.15 Exclusive Benefit........................................................26 9.02 Termination/Freezing of Plan.....................................28 8.16 Substitution of Custodial Account or Annuity 9.03 Transfers.....................................................................28 Contract......................................................................27 9.04 Purchase of Permissive Service Credit.......................28 8.17 Group Trust Authority................................................27 ©2018 2 Eligible 457 Plan ARTICLE I DEFINITIONS 1.01 "Account" means the separate Account(s)which the rules that limit the remuneration included in wages based on the Plan Administrator or the Trustee maintains under the Plan for a nature or location of the employment or services performed Participant's Deferred Compensation.The Plan Administrator or (such as the exception for agricultural labor in Code Trustee may establish separate Accounts for multiple §3401(a)(2)). Beneficiaries of a Participant to facilitate required minimum distributions under Section 4.03 based on each Beneficiary's life (2) Code§3401(a)Wages(income tax wage expectancy. withholding).Code§3401(a)Wages means wages within the 1.02"Accounting Date"means the last day of the Plan meaning of Code§3401(a)for the purposes of income tax Year.The Plan Administrator will allocate Employer withholding at the source,but determined without regard to any contributions and forfeitures for a particular Plan Year as of the rules that limit the remuneration included in wages based on the Accounting Date of that Plan Year,and on such other dates,if nature or the location of the employment or the services any,as the Plan Administrator determines,consistent with the performed(such as the exception for agricultural labor in Code Plan's allocation conditions and other provisions. §3401(a)(2)). 1.03 'Beneficiary"means a person who the Plan or a (3) Code§415 Compensation(current income Participant designates and who is or may become entitled to a definition/simplified compensation under Treas.Reg. Participant's Account upon the Participant's death.A Beneficiary §1.415(c)-2(d)(2)).Code§415 Compensation means the who becomes entitled to a benefit under the Plan remains a Employee's wages,salaries,fees for professional service and Beneficiary under the Plan until the Plan Administrator or other amounts received(without regard to whether or not an Trustee has fully distributed to the Beneficiary his or her Plan benefit.A Beneficiary's right to(and the Plan Administrator's or amount is paid in cash)for personal services actually rendered in a Trustee's duty to provide to the Beneficiary)information or the course of employment with the Employer maintaining the data concerning the Plan does not arise until the Beneficiary first Plan to the extent that the amounts are includible in gross becomes entitled to receive a benefit under the Plan. income(including,but not limited to,commissions paid salespersons,compensation for services on the basis of a 1.04"Code" means the Internal Revenue Code of 1986,as percentage of profits,commissions on insurance premiums,tips, amended. bonuses,fringe benefits and reimbursements or other expense allowances under a nonaccountable plan as described in Treas. 1.05 "Compensation" Reg. §1.62-2(c)). (A) Uses and Context.Any reference in the Plan to Code§415 Compensation does not include: Compensation is a reference to the definition in this Section 1.05,unless the Plan reference,or the Employer in the Adoption (a) Deferred compensation/SEP/SIMPLE. Agreement,modifies this definition.Except as the Plan Employer contributions(other than Elective Deferrals)to a plan otherwise specifically provides,the Plan Administrator will take of deferred compensation(including a simplified employee into account only Compensation actually paid during(or as pension plan under Code§408(k)or to a simple retirement permitted under the Code,paid for)the relevant period.A account under Code§408(p))to the extent the contributions are Compensation payment includes Compensation paid by the not included in the gross income of the Employee for the Employer through another person under the common paymaster Taxable Year in which contributed,and any distributions from a provisions in Code§§3121 and 3306.In the case of an plan of deferred compensation(whether or not qualified), Independent Contractor,Compensation means the amounts the regardless of whether such amounts are includible in the gross Employer pays to the Independent Contractor for services, income of the Employee when distributed. except as the Employer otherwise specifies in the Adoption Agreement.The Employer in the Adoption Agreement may (b) Option exercise.Amounts realized from the elect to allocate contributions based on a Compensation within exercise of a non-qualified stock option(an option other than a specified 12 month period which ends within a Plan Year. statutory option under Treas.Reg. §1.421-1(b)),or when restricted stock or other property held by an Employee either (B) Base Definitions and Modifications.The Employer in the becomes freely transferable or is no longer subject to a Adoption Agreement must elect one of the following base substantial risk of forfeiture under Code§83. definitions of Compensation:W-2 Wages,Code§3401(a) Wages,or 415 Compensation.The Employer may elect a (c) Sale of option stock.Amounts realized from the different base definition as to different Contribution Types.The sale,exchange or other disposition of stock acquired under a Employer in the Adoption Agreement may specify any statutory stock option as defined under Treas.Reg. §1.421-1(b). modifications thereto,for purposes of contribution allocations under Article III.If the Employer fails to elect one of the above- (d) Other amounts that receive special tax referenced definitions,the Employer is deemed to have elected benefits.Other amounts that receive special tax benefits,such as the W-2 Wages definition. premiums for group term life insurance(but only to the extent that the premiums are not includible in the gross income of the (1) W-2 Wages.W-2 Wages means wages for federal Employee and are not salary reduction amounts under Code income tax withholding purposes,as defined under Code §125). §3401(a),plus all other payments to an Employee in the course of the Employer's trade or business,for which the Employer must furnish the Employee a written statement under Code §§6041,6051,and 6052,but determined without regard to any ©2018 1 Eligible 457 Plan (e) Other similar items.Other items of include severance pay,parachute payments under Code remuneration which are similar to any of the items in Sections §280G(b)(2)or payments under a nonqualified unfunded 1.11(13)(3)(a)through(d). deferred compensation plan unless the payments would have been paid at that time without regard to Severance from (4) Alternative(general)415 Compensation.Under this Employment. definition,Compensation means as defined in Section 1.05(B)(3)but with the addition of. (a)amounts described in (1) Timing.Post-Severance Compensation includes Code§§104(a)(3), 105(a),or 105(h)but only to the extent that regular pay,leave cashouts,or deferred compensation only to these amounts are includible in Employee's gross income;(b) the extent the Employer pays such amounts by the later of 2 1/2 amounts paid or reimbursed by the Employer for moving months after Severance from Employment or by the end of the expenses incurred by the Employee,but only to the extent that at Limitation Year that includes the date of such Severance from the time of payment it is reasonable to believe these amounts are Employment. not deductible by the Employee under Code§217;(c)the value of a nonstatutory option(an option other than a statutory option (a) Regular pay.Regular pay means the payment of under Treas.Reg. §1.421-1(b))granted by the Employer to the regular Compensation for services during the Participant's an Employee,but only to the extent that the value of the option regular working hours,or Compensation for services outside the is includible in the Employee's gross income for the Taxable Participant's regular working hours(such as overtime or shift Year of the grant;(d)the amount includible in the Employee's differential),commissions,bonuses,or other similar payments, gross income upon the Employee's making of an election under but only if the payment would have been paid to the Participant Code§83(b);and(e)amounts that are includible in the prior to a Severance from Employment if the Participant had Employee's gross income under Code§409A or Code continued in employment with the Employer. §457(f)(1)(A)or because the amounts are constructively received by the Participant.[Note if the Plan's definition of (b) Leave cash-outs.Leave cash-outs means Compensation is W-2 Wages or Code§3401(a)Wages,then payments for unused accrued bona fide sick,vacation,or other Compensation already includes the amounts described in clause leave,but only if the Employee would have been able to use the (e).] leave if employment had continued and if Compensation would have included those amounts if they were paid prior to the (C) Deemed 125 Compensation.Deemed 125 Compensation Participant's Severance from Employment. means,in the case of any definition of Compensation which includes a reference to Code§125,amounts under a Code§125 (c) Deferred compensation.As used in this Section plan of the Employer that are not available to a Participant in 1.05(F),deferred compensation means the payment of deferred cash in lieu of group health coverage,because the Participant is compensation pursuant to an unfunded deferred compensation unable to certify that he/she has other health coverage. plan,if Compensation would have included the Deferred Compensation if it had been paid prior to the Participant's (D) Modification to Compensation.The Employer must Severance from Employment,but only if the payment would specify in the Adoption Agreement the Compensation the Plan have been paid at the same time if the Participant had continued Administrator is to take into account in allocating Deferral in employment with the Employer and only to the extent that the Contributions to a Participant's Account.For all Plan Years payment is includible in the Participant's gross income. other than the Plan Year in which the Employee first becomes a Participant,the Plan Administrator will take into account only (2) Salary continuation for disabled Participants. the Compensation determined for the portion of the Plan Year in which the Employee actually is a Participant. Salary continuation for disabled Participants means Compensation paid to a Participant who is permanently and (E) Elective Contributions.Compensation under Section 1.05 totally disabled(as defined in Code§22(e)(3)). includes Elective Contributions unless the Employer in the Adoption Agreement elects to exclude Elective Contributions. (G) Differential Wage Payments.An individual receiving a "Elective Contributions"are amounts excludible from the Differential Wage Payment,as defined by Code§3401(h)(2), Employee's gross income under Code§§125, 132(f)(4), shall be treated as an employee of the employer making the 402(e)(3),402(h)(1)(B),403(b),408(p)or 457,and contributed payment and the Differential Wage Payment shall be treated as by the Employer,at the Employee's election,to a cafeteria plan, compensation for purposes of Code§457(b)and any other a qualified transportation fringe benefit plan,a 401(k) Internal Revenue Code section that references the definition of arrangement,a SARSEP,a tax-sheltered annuity,a SIMPLE compensation under Code§415,including the definition of plan or a Code§457 plan. Includible Compensation as provided in Section 1.15. (F) Post-Severance Compensation.Compensation includes 1.06"Deferral Contributions"means as the Employer Post-Severance Compensation to the extent the Employer elects elects on the Adoption Agreement,Salary Reduction in the Adoption Agreement or as the Plan otherwise provides. Contributions,Nonelective Contributions and Matching Post-Severance Compensation is Compensation paid after a Contributions.The Plan Administrator in applying the Code Participant's Severance from Employment from the Employer, §457(b)limit will take into account Deferral Contributions in the Taxable Year in which deferred,or if later,in the Taxable as further described in this Section 1.05(F).As the Employer Year in which the Deferral Contributions are no longer subject elects,Post-Severance Compensation may include any or all of to a Substantial Risk of Forfeiture.The Plan Administrator in regular pay,leave cash-outs,or deferred compensation paid determining the amount of a Participant's Deferral Contributions within the time period described in Section 1.05(F)(1),and may disregards the net income,gain and loss attributable to Deferral also include salary continuation for disabled Participants,all as Contributions unless the Deferral Contributions are subject to a defined below.Any other payment paid after Severance from Substantial Risk of Forfeiture.If a Deferral Contribution is Employment that is not described in this Section 1.05(F)is not subject to a Substantial Risk of Forfeiture,the Plan Compensation even if payment is made within the time period Administrator takes into the Deferral Contribution as adjusted described below.Post-Severance Compensation does not ©2018 2 Eligible 457 Plan for allocable net income,gain or loss in the Taxable Year in 1.17"Leased Employee" means an Employee within the which the Substantial Risk of Forfeiture lapses. meaning of Code§414(n). 1.07"Deferred Compensation" means as to a Participant 1.18"Matching Contribution"means an Employer fixed the amount of Deferral Contributions,Rollover Contributions or discretionary contribution made or forfeiture allocated on and Transfers adjusted for allocable net income,gain or loss,in account of Salary Reduction Contributions. the Participant's Account. 1.19"Nonelective Contribution" means an Employer 1.08"Effective Date"of this Plan is the date the Employer fixed or discretionary contribution not made as a result of a specifies in the Adoption Agreement.The Employer in the Salary Reduction Agreement and which is not a Matching Adoption Agreement may elect special effective dates for Plan Contribution. provisions the Employer specifies provided any such date(s)are permitted by the Code,by Treasury regulations,or by other 1.20"Normal Retirement Age"means the age the applicable guidance. Employer specifies in the Adoption Agreement consistent with Section 3.05(B). 1.09"Elective Deferrals" means a contribution the Employer makes to the Plan pursuant to a Participant's Salary 1.21 "Participant" is an Employee other than an Excluded Reduction Agreement,as described in Section 3.02.The term Employee who becomes a Participant in accordance with the "Elective Deferrals"includes Pre-Tax Elective Deferrals and provisions of Section 2.01. Roth Elective Deferrals. 1.22"Plan"means the 457 plan established or continued 1.10"Employee" means an individual who provides by the Employer in the form of this basic Plan and(if services for the Employer,as a common law employee of the applicable)Trust Agreement,including the Adoption Employer.The Employer in the Adoption Agreement must elect Agreement.The Employer in the Adoption Agreement must or specify any Employee,or class of Employees,not eligible to designate the name of the Plan.All section references within the participate in the Plan(an"Excluded Employee").See Section Plan are Plan section references unless the context clearly 1.16 regarding potential treatment of an Independent Contractor indicates otherwise. as an Employee. 1.23 "Plan Administrator" is the Employer unless the 1.11 "Employer" means the entity specified in the Employer designates another person to hold the position of Plan Adoption Agreement,any successor which shall maintain this Administrator.The Plan Administrator may be a Participant. Plan;and any predecessor which has maintained this Plan.In addition,where appropriate,the term Employer shall include 1.24"Plan Entry Date" means the dates the Employer any Participating Employer. elects in Adoption Agreement. 1.12"Employer Contribution" means Nonelective 1.25 "Plan Year"means the consecutive 12-month period Contributions or Matching Contributions. the Employer elects in the Adoption Agreement. 1.13 "ERISA"means the Employee Retirement Income 1.26"Pre-Tax Elective Deferrals"means a Participant's Security Act of 1974,as amended. Salary Reduction Contributions which are not includible in the Participant's gross income at the time deferred and have been 1.14"Excess Deferrals"means Deferral Contributions to irrevocably designated as Pre-Tax Elective Deferrals by the a Governmental Eligible 457 Plan or to a Tax-Exempt Participant in his or her Salary Reduction Agreement.A Organization Eligible 457 Plan for a Participant that exceed the Participant's Pre-Tax Elective Deferrals will be separately Taxable Year maximum limitation of Code§§457(b)and accounted for,as will gains and losses attributable to those (e)(18). Pre-Tax Elective Deferrals. 1.15 "Includible Compensation" means,for the 1.27"Rollover Contribution" means the amount of cash Employee's Taxable Year,the Employee's total Compensation or property which an eligible retirement plan described in Code within the meaning of Code§415(c)(3)paid to an Employee for §402(c)(8)(B)distributes to an eligible Employee or to a services rendered to the Employer.Includible Compensation Participant in an eligible rollover distribution under Code includes Deferral Contributions under the Plan,compensation §402(c)(4)and which the eligible Employee or Participant deferred under any other plan described in Code§457,and any transfers directly or indirectly to a Governmental Eligible 457 amount excludible from the Employee's gross income under Plan.A Rollover Contribution includes net income,gain or loss Code§§401(k),403(b), 125 or 132(f)(4)or any other amount attributable to the Rollover Contribution.A Rollover excludible from the Employee's gross income for Federal Contribution excludes after-tax Employee contributions,as income tax purposes.The Employer will determine Includible adjusted for net income,gain or loss. Compensation without regard to community property laws. 1.28"Roth Elective Deferrals"means a Participant's 1.16"Independent Contractor"means any individual Salary Reduction Contributions that are includible in the who performs service for the Employer and who the Employer Participant's gross income at the time deferred and have been does not treat as an Employee or a Leased Employee.The irrevocably designated as Roth Elective Deferrals by the Employer in the Adoption Agreement may elect to permit Independent Contractors to participate in the Plan.To the extent Participant in his or her Salary Reduction Agreement.A that the Employer permits Independent Contractor participation, Participant's Roth Elective Deferrals will be separately references to Employee in the Plan include Independent accounted for,as will gains and losses attributable to those Roth Contractors and Compensation means the amounts the Employer Elective Deferrals.However,forfeitures may not be allocated to pays to the Independent Contractor for services,except as the such account.The Plan must also maintain a record of a Employer otherwise specifies in the Adoption Agreement. Participant's investment in the contract(i.e.,designated Roth contributions that have not been distributed)and the year in which the Participant first made a Roth Elective Deferral. ©2018 3 Eligible 457 Plan consider an Independent Contractor to have incurred a 1.29"Salary Reduction Agreement"means a written Severance from Employment: (a)if the Plan Administrator or agreement between a Participant and the Employer,by which Trustee will not pay any Deferred Compensation to an the Employer reduces the Participant's Compensation for Independent Contractor who is a Participant before a date which Compensation not available as of the date of the election and is at least twelve months after the expiration of the Independent contributes the amount as a Salary Reduction Contribution to the Contractor's contract(or the last to expire of such contracts)to Participant's Account. render Services to the Employer;and(b)if before the applicable twelve-month payment date,the Independent Contractor 1.30"Salary Reduction Contribution"means a performs Service as an Independent Contractor or as an contribution the Employer makes to the Plan pursuant to a Employee,the Plan Administrator or Trustee will not pay to the Participant's Salary Reduction Agreement. Independent Contractor his or her Deferred Compensation on the applicable date. 1.31 "Service"means any period of time the Employee is in the employ of the Employer.In the case of an Independent (3) Deemed Severance.Notwithstanding Section 1.05(F), Contractor,Service means any period of time the Independent if the Employer elects in the Adoption Agreement,then if a Contractor performs services for the Employer on an Participant performs service in the uniformed services(as independent contractor basis.An Employee or Independent defined in Code§414(u)(12)(B))on active duty for a period of Contractor terminates Service upon incurring a Severance from more than 30 days,the Participant will be deemed to have a Employment. severance from employment solely for purposes of eligibility for distribution of amounts not subject to Code§412.However,the (A) Qualified Military Service.Service includes any qualified Plan will not distribute such a Participant's Account on account military service the Plan must credit for contributions and of this deemed severance unless the Participant specifically benefits in order to satisfy the crediting of Service requirements elects to receive a benefit distribution hereunder.If a Participant of Code§414(u).A Participant whose employment is elects to receive a distribution on account of this deemed interrupted by qualified military service under Code§414(u)or severance,then no Deferral Contributions may be made for the who is on a leave of absence for qualified military service under Participant during the 6-month period beginning on the date of Code§414(u)may elect to make additional Salary Reduction the distribution.If a Participant would be entitled to a Contributions upon resumption of employment with the distribution on account of a deemed severance,and a Employer equal to the maximum Deferral Contributions that the distribution on account of another Plan provision,then the other Participant could have elected during that period if the Plan provision will control and the 6-month suspension will not Participant's employment with the Employer had continued(at apply. the same level of Compensation)without the interruption of leave,reduced by the Deferral Contributions,if any,actually 1.32"State"means(a)one of the 50 states of the United made for the Participant during the period of the interruption or States or the District of Columbia,or(b)a political subdivision leave.This right applies for five years following the resumption of a State,or any agency or instrumentality of a State or its of employment(or,if sooner,for a period equal to three times political subdivision.A State does not include the federal the period of the interruption or leave).The Employer shall government or any agency or instrumentality thereof. make appropriate make-up Nonelective Contributions and Matching Contributions for such a Participant as required under 1.33 "Substantial Risk of Forfeiture" exists if the Plan Code§414(u).The Plan shall apply limitations of Article III to expressly conditions a Participant's right to Deferred all Deferral Contributions under this paragraph with respect to Compensation upon the Participant's future performance of the year to which the Deferral Contribution relates. substantial Service for the Employer. (B) "Continuous Service"as the Adoption Agreement 1.34"Tax-Exempt Organization"means any tax-exempt describes means Service with the Employer during which the organization other than a governmental unit or a church or Employee does not incur a Severance from Employment. qualified church-controlled organization within the meaning of (C) "Severance from Employment." Code§3121(w)(3). 1.35 "Taxable Year"means the calendar year or other (1) Employee.An Employee has a Severance from taxable year of a Participant. Employment when the Employee ceases to be an Employee of the Employer.A Participant does not incur a Severance from 1.36"Transfer"means a transfer of Eligible 457 Plan Employment if,in connection with a change in employment,the assets to another Eligible 457 Plan which is not a Rollover Participant's new employer continues or assumes sponsorship of Contribution and which is made in accordance with Section the Plan or accepts a Transfer of Plan assets as to the Participant. 9.03. (2) Independent Contractor.An Independent Contractor 1.37"Trust"means the Trust created under the adopting has a Severance from Employment when the contract(s)under Employer's Plan.A Trust required under a Governmental which the Independent Contractor performs services for the Eligible 457 Plan is subject to Article VIII.Any Trust under a Employer expires(or otherwise terminates),unless the Tax-Exempt Organization Eligible 457 Plan is subject to Section Employer anticipates a renewal of the contractual relationship or 5.09. the Independent Contractor becoming an Employee.The Employer anticipates renewal if it intends to contract for the 1.38"Trustee"means the person or persons who as services provided under the expired contract and neither the Trustee execute the Employer's Adoption Agreement,or any Employer nor the Independent Contractor has eliminated the successor in office who in writing accepts the position of Independent Contractor as a potential provider of such services Trustee. under the new contract.Further,the Employer intends to contract for services conditioned only upon the Employer's need 1.39 Type of 457 Plan.This Plan is an Eligible 457 Plan, for the services provided under the expired contract or the which is a plan which satisfies the requirements of Code§457(b) Employer's availability of funds.Notwithstanding the preceding and Treas.Reg. §§1.457-3 through-10.The Employer in the provisions of this Section 1.3 1,the Plan Administrator will Adoption Agreement must specify whether the plan is either a ©2018 4 Eligible 457 Plan Governmental Eligible 457 Plan or a Tax-Exempt Organization (B) "Tax-Exempt Organization Eligible 457 Plan"means an Eligible 457 Plan,as defined below: Eligible 457 Plan established by a Tax-Exempt Organization. (A) "Governmental Eligible 457 Plan"means an Eligible 457 1.40"Vested" means a Participant's Deferral Contributions Plan established by a State. that are not subject to a Substantial Risk of Forfeiture,including a vesting schedule. ©2018 5 Eligible 457 Plan ARTICLE II ELIGIBILITY AND PARTICIPATION 2.01 ELIGIBILITY.Each Employee who is not an Excluded Employee becomes a Participant in the Plan in accordance with the eligibility conditions and as of the Plan Entry Date the Employer elects in the Adoption Agreement.If this Plan is a restated Plan,each Employee who was a Participant in the Plan on the day before the Effective Date continues as a Participant in the Plan,irrespective of whether he/she satisfies the eligibility conditions in the restated Plan, unless the Employer indicates otherwise in the Adoption Agreement. 2.02 PARTICIPATION UPON RE-EMPLOYMENT.A Participant who incurs a Severance from Employment will re-enter the Plan as a Participant on the date of his or her re-employment.An Employee who satisfies the Plan's eligibility conditions but who incurs a Severance from Employment prior to becoming a Participant will become a Participant on the later of the Plan Entry Date on which he/she would have entered the Plan had he/she not incurred a Severance from Employment or the date of his or her re-employment.Any Employee who incurs a Severance from Employment prior to satisfying the Plan's eligibility conditions becomes a Participant in accordance with the Adoption Agreement. 2.03 CHANGE IN EMPLOYMENT STATUS.If a Participant has not incurred a Severance from Employment but ceases to be eligible to participate in the Plan,by reason of becoming an Excluded Employee,the Plan Administrator must treat the Participant as an Excluded Employee during the period such a Participant is subject to the Adoption Agreement exclusion.The Plan Administrator determines a Participant's sharing in the allocation of Employer Contributions by disregarding his or her Compensation paid by the Employer for services rendered in his or her capacity as an Excluded Employee.However,during such period of exclusion,the Participant,without regard to employment classification, continues to share fully in Plan income allocations under Section 5.07 and to accrue vesting service if applicable. ©2018 6 Eligible 457 Plan ARTICLE III DEFERRAL CONTRIBUTIONS/LIMITATIONS 3.01 AMOUNT. continue to apply during the Participant's leave of absence or the Participant's disability(as the Plan Administrator shall (A) Contribution Formula.For each Plan Year,or other establish),if the Participant has Compensation other than period the Employer specifies in the Adoption Agreement,the imputed compensation or disability benefits. Employer will contribute to the Plan the type and amount of Deferral Contributions the Employer elects in the Adoption (D) Post-severance deferrals limited to Post-Severance Agreement. Compensation.Deferrals are permitted from an amount received following Severance from Employment only if the (B) Return of Contributions.The Employer contributes to amount is Post-Severance Compensation. this Plan on the condition its contribution is not due to a mistake of fact.If the Plan has a Trust,the Trustee,upon written request 3.03 MATCHING CONTRIBUTIONS.The Employer in from the Employer,must return to the Employer the amount of the Adoption Agreement must elect whether the Plan permits the Employer's contribution(adjusted for net income,gain or Matching Contributions and,if so,the type(s)of Matching loss)made by the Employer on account of a mistake of fact.The Contributions,the time period applicable to any Matching Trustee will not return any portion of the Employer's Contribution formula,and as applicable,the amount of contribution under the provisions of this paragraph more than Matching Contributions and the Plan limitations,if any,which one year after the Employer made the contribution on account of apply to Matching Contributions.Any Matching Contributions a mistake of fact.In addition,if any Participant Salary apply to age 50 catch-up contributions,if any,and to any Reduction Contribution is due to a mistake of fact,the Employer Normal Retirement Age catch-up contributions unless the or the Trustee upon written request from the Employer shall Employer elects otherwise in the Adoption Agreement. return the Participant's contribution(adjusted for net income, gain or loss),within one year after payment of the contribution. 3.04 NORMAL LIMITATION.Except as provided in Sections 3.05 and 3.06,a Participant's maximum Deferral The Trustee will not increase the amount of the Employer Contributions(excluding Rollover Contributions and Transfers) contribution returnable under this Section 3.01 for any earnings under this Plan for a Taxable Year may not exceed the lesser of: attributable to the contribution,but the Trustee will decrease the Employer contribution returnable for any losses attributable to (a) The applicable dollar amount as specified under Code it.The Trustee may require the Employer to furnish it whatever §457(e)(15)(or such larger amount as the Commissioner of the evidence the Trustee deems necessary to enable the Trustee to Internal Revenue may prescribe),or confirm the amount the Employer has requested be returned is properly returnable. (b) 100%of the Participant's Includible Compensation for the Taxable Year. (C) Time of Payment of Contribution.If the Plan has a Trust, the Employer may pay its contributions for each Plan Year to 3.05 NORMAL RETIREMENT AGE CATCH-UP the Trust in one or more installments and at such time(s)as the CONTRIBUTION.If selected in the Adoption Agreement,a Employer determines,without interest.A Governmental Participant may elect to make this catch-up election.For one or Employer shall deposit Salary Reduction Contributions to the more of the Participant's last three Taxable Years ending before Trust within a period that is not longer than is reasonable for the the Taxable Year in which the Participant attains Normal administration of Participant Accounts. Retirement Age,the Participant's maximum Deferral Contributions may not exceed the lesser of: 3.02 SALARY REDUCTION CONTRIBUTIONS.The Employer in the Adoption Agreement must elect whether the (a) Twice the dollar amount under Section 3.04(a)Normal Plan permits Salary Reduction Contributions,and also the Plan Limitation,or(b)the underutilized limitation. limitations,if any,which apply to Salary Reduction Contributions.Unless the Employer elects otherwise in the (A) Underutilized Limitation.A Participant's underutilized Adoption Agreement,all such limitations apply on a payroll limitation is equal to the sum of: (i)the normal limitation for the basis. Taxable Year,and(ii)the normal limitation for each of the prior Taxable Years of the Participant commencing after 1978 during (A) Deferral from Sick,Vacation and Back Pay.The which the Participant was eligible to participate in the Plan and Employer in the Adoption Agreement must elect whether to the Participant's Deferral Contributions were subject to the permit Participants to make Salary Reduction Contributions Normal Limitation or any other Code§457(b)limit,less the from accumulated sick pay,from accumulated vacation pay or from back pay. amount of Deferral Contributions for each such prior Taxable Year,excluding age 50 catch-up contributions. (B) Automatic Enrollment.The Employer in the Adoption Agreement may provide for automatic Salary Reduction (B) Normal Retirement Age.Normal Retirement Age is the Contributions of a specified amount,subject to giving notice to age the Employer specifies in the Adoption Agreement provided affected Participants of the automatic election and of their right that the age may not be: (i)earlier than the earliest of age 65 or to make a contrary election. the age at which Participants have the right to retire and receive under the Employer's defined benefit plan(or money purchase A Governmental Employer under an Eligible 457 Plan may elect plan if the Participant is not eligible to participate in a defined to provide an Eligible Automatic Contribution Arrangement benefit plan)immediate retirement benefits without actuarial or ("EACA").If the Employer elects to provide an EACA,the other reduction because of retirement before a later specified Employer will amend the Plan to add necessary language. age;or(ii)later than age 70 1/2. (C) Application to Leave of Absence and Disability.Unless a (1) Participant Designation.The Employer in the Participant in his or her Salary Reduction Agreement elects Adoption Agreement may permit a Participant to designate his otherwise,the Participant's Salary Reduction Agreement shall or her Normal Retirement Age as any age including or between the foregoing ages. ©2018 7 Eligible 457 Plan of Salary Reduction Contributions,in accordance with the tiered (2) Multiple 457 Plans.If the Employer maintains more formula. than one Eligible 457 Plan,the Plans may not permit any Participant to have more than one Normal Retirement Age under (d) Discretionary nonelective.The Plan Administrator the Plans. will allocate discretionary Nonelective Contributions for a Plan Year in the same ratio that each Participant's Compensation for (3) Police and Firefighters.In a Governmental Eligible the Plan Year bears to the total Compensation of all Participants 457 Plan with qualified police or firefighter Participants within for the Plan Year,unless the Employer elects otherwise in the the meaning of Code§415(b)(2)(H)(ii)(I),the Employer in the Adoption Agreement. Adoption Agreement may elect(or permit the qualified Participants to elect)a Normal Retirement Age as early as age (e) Fixed nonelective.The Plan Administrator will 40 and as late as age 70 1/2. allocate fixed Nonelective Contributions for a Plan Year in the same ratio that each Participant's Compensation for the Plan (C) Pre-2002 Coordination.In determining a Participant's Year bears to the total Compensation of all Participants for the underutilized limitation,the Plan Administrator,in accordance Plan Year,unless the Employer elects otherwise in the Adoption with Treas.Reg. §1.457-4(c)(3)(iv),must apply the coordination Agreement. rule in effect under now repealed Code§457(c)(2).The Plan Administrator also must determine the Normal Limitation for (f) Other nonelective.The Plan Administrator will pre-2002 Taxable Years in accordance with Code§457(b)(2)as allocate Nonelective Contributions for a Plan Year as specified then in effect. in the Adoption Agreement. 3.06 AGE 50 CATCH-UP CONTRIBUTION.An 3.08 ALLOCATION CONDITIONS.The Plan Employer sponsoring a Governmental Eligible 457 Plan must Administrator will determine the allocation conditions specify in the Adoption Agreement whether the Participants are applicable to Nonelective Contributions or to Matching eligible to make age 50 catch-up contributions. Contributions(or to both)in accordance with the Employer's elections in the Adoption Agreement.The Plan Administrator If an Employer elects to permit age 50 catch-up will not allocate to a Participant any portion of an Employer contributions,all Employees who are eligible to make Salary Contribution(or forfeiture if applicable)for a Plan Year or Reduction Contributions under this Plan and who have attained applicable portion thereof in which the Participant does not age 50 before the close of the Taxable Year are eligible to make satisfy the applicable allocation condition(s). age 50 catch-up contributions for that Taxable Year in accordance with,and subject to the limitations of,Code§414(v). 3.09 ROLLOVER CONTRIBUTIONS.If elected in the Such catch-up contributions are not taken into account for Adoption Agreement,an Employer sponsoring a Governmental purposes of the provisions of the Plan implementing the required Eligible 457 Plan may permit Rollover Contributions. limitations of Code§457.If,for a Taxable Year,an Employee makes a catch-up contribution under Section 3.05,the Employee (A) Operational Administration.The Employer,operationally is not eligible to make age 50 catch-up contributions under this and on a nondiscriminatory basis,may elect to limit an eligible Section 3.06.A catch-up eligible Participant in each Taxable Employee's right or a Participant's right to make a Rollover Year is entitled to the greater of the amount determined under Contribution.Any Participant(or as applicable,any eligible Section 3.05 or Section 3.06 Catch-Up Amount plus the Section Employee),with the Employer's written consent and after filing 3.04 Normal Limitation. with the Trustee the form prescribed by the Plan Administrator, may make a Rollover Contribution to the Trust.Before 3.07 CONTRIBUTION ALLOCATION.The Plan accepting a Rollover Contribution,the Trustee may require a Administrator will allocate to each Participant's Account his or Participant(or eligible Employee)to furnish satisfactory her Deferral Contributions.The Employer will allocate evidence the proposed transfer is in fact a"Rollover Employer Nonelective and Matching Contributions to the Contribution"which the Code permits an employee to make to Account of each Participant who satisfies the allocation an eligible retirement plan.The Trustee,in its sole discretion, conditions in the Adoption Agreement in the following manner: may decline to accept a Rollover Contribution of property which could: (1)generate unrelated business taxable income;(2)create (a) Fixed match.To the extent the Employer makes difficulty or undue expense in storage,safekeeping or valuation; Matching Contributions under a fixed Adoption Agreement or(3)create other practical problems for the Trust. formula,the Plan Administrator will allocate the Matching Contribution to the Account of the Participant on whose behalf (B) Pre-Participation Rollover.If an eligible Employee the Employer makes that contribution.A fixed Matching makes a Rollover Contribution to the Trust prior to satisfying Contribution formula is a formula under which the Employer the Plan's eligibility conditions,the Plan Administrator and contributes a specified percentage or dollar amount on behalf of Trustee must treat the Employee as a limited Participant(as a Participant based on that Participant's Salary Reduction described in Rev.Rul.96-48 or in any successor ruling).A Contributions. limited Participant does not share in the Plan's allocation of any (b) Discretionary match.To the extent the Employer Employer Contributions and may not make Salary Reduction makes Matching Contributions under a discretionary Adoption Contributions until he/she actually becomes a Participant in the Agreement formula,the Plan Administrator will allocate the Plan.If a limited Participant has a Severance from Employment Matching Contributions to a Participant's Account in the same prior to becoming a Participant in the Plan,the Trustee will proportion that each Participant's Salary Reduction distribute his or her Rollover Contributions Account to the Contributions taken into account under the formula bear to the limited Participant in accordance with Article IV. total Salary Reduction Contributions of all Participants. (C) Separate Accounting.If an Employer permits Rollover (c) Tiered match.If the Matching Contribution formula Contributions,the Plan Administrator must account separately is a tiered formula,the Plan Administrator will allocate for: (1)amounts rolled into this Plan from an eligible retirement separately the Matching Contributions with respect to each tier plan(other than from another Governmental Eligible 457 plan); and(2)amounts rolled into this Plan from another ©2018 8 Eligible 457 Plan Governmental Eligible 457 Plan The Plan Administrator for (A) Elective Deferrals."Elective Deferral"means a purposes of ordering any subsequent distribution from this Plan, contribution the Employer makes to the Plan pursuant to a may designate a distribution from a Participant's Rollover Participant's Salary Reduction Agreement,as described in Contributions as coming first from either of(1)or(2)above if Section 3.02.The term"Elective Deferrals"includes Pre-tax the Participant has both types of Rollover Contribution Elective Deferrals and Roth Elective Deferrals. Accounts. (B) Pre-Tax Elective Deferrals."Pre-Tax Elective Deferrals" (D) May Include Roth Deferrals.If this Plan is an eligible means a Participant's Salary Reduction Contributions which are governmental 457(b)plan which accepts Roth Elective not includible in the Participant's gross income at the time Deferrals,then a Rollover Contribution may include Roth deferred and have been irrevocably designated as Pre-Tax Deferrals made to another plan,as adjusted for Earnings.Such Elective Deferrals by the Participant in his or her Salary amounts must be directly rolled over into this Plan from another Reduction Agreement.A Participant's Pre-Tax Elective plan which is qualified under Code§401(a),from a 403(b)plan, Deferrals will be separately accounted for,as will gains and or from an eligible governmental 457 plan.The Plan must losses attributable to those Pre-Tax Elective Deferrals. account separately for the Rollover Contribution,including the Roth Deferrals and the Earnings thereon. (C) Roth Elective Deferrals. "Roth Elective Deferrals"means a Participant's Salary Reduction Contributions that are includible (E) In-Plan Roth Rollover Contributions.A Governmental in the Participant's gross income at the time deferred and have Employer under an Eligible 457 Plan may elect to permit In- been irrevocably designated as Roth Elective Deferrals by the Plan Roth Rollover Contribution.If the Employer decides to Participant in his or her Salary Reduction Agreement.A permit In-Plan Roth Rollover Contributions,the Employer will Participant's Roth Elective Deferrals will be separately amend the Plan to add necessary language. accounted for,as will gains and losses attributable to those Roth Elective Deferrals.However,forfeitures may not be allocated to 3.10 DISTRIBUTION OF EXCESS DEFERRALS.In the such account.The Plan must also maintain a record of a event that a Participant has Excess Deferrals,the Plan will Participant's investment in the contract(i.e.,designated Roth distribute to the Participant the Excess Deferrals and allocable contributions that have not been distributed)and the year in net income,gain or loss,in accordance with this Section 3.10. which the Participant first made a Roth Elective Deferral. (A) Governmental Eligible 457 Plan.The Plan Administrator (D) Ordering Rules for Distributions.The Administrator will distribute Excess Deferrals from a Governmental Eligible operationally may implement an ordering rule procedure for 457 Plan as soon as is reasonably practicable following the Plan Administrator's determination of the amount of the Excess withdrawals(including,but not limited to,withdrawals on Deferral. account of an unforeseeable emergency)from a Participant's accounts attributable to Pre-Tax Elective Deferrals or Roth (B) Tax-Exempt Organization Eligible 457 Plan.The Plan Elective Deferrals.Such ordering rules may specify whether the Administrator will distribute Excess Deferrals from a Tax- Pre-Tax Elective Deferrals or Roth Elective Deferrals are Exempt Organization Eligible 457 Plan no later than April 15 distributed first.Furthermore,such procedure may permit the following the Taxable Year in which the Excess Deferral occurs. Participant to elect which type of Elective Deferrals shall be distributed first. (C) Plan Aggregation.If the Employer maintains more than one Eligible 457 Plan,the Employer must aggregate all such (E) Corrective distributions attributable to Roth Elective Plans in determining whether any Participant has Excess Deferrals.For any Plan Year in which a Participant may make Deferrals. both Roth Elective Deferrals and Pre-Tax Elective Deferrals,the (D) Individual Limitation.If a Participant participates in Administrator operationally may implement an ordering rule another Eligible 457 Plan maintained by a different employer, procedure for the distribution of Excess Deferrals(Treas.Reg. and the Participant has Excess Deferrals,the Plan Administrator §1.457-4(e)).Such an ordering rule may specify whether the may,but is not required,to correct the Excess Deferrals by Pre-Tax Elective Deferrals or Roth Elective Deferrals are making a corrective distribution from this Plan. distributed first,to the extent such type of Elective Deferrals was made for the year.Furthermore,such procedure may permit 3.11 DEEMED IRA CONTRIBUTIONS.A Governmental the Participant to elect which type of Elective Deferrals shall be Employer under an Eligible 457 Plan may elect to permit distributed first. Participants to make IRA contributions to this Plan in accordance with the Code§408(q)deemed IRA rules.If the (F) Loans.If Participant loans are permitted under the Plan, Employer elects to permit deemed IRA contributions to the Plan, then the Administrator may modify the loan policy or program the Employer will amend the Plan to add necessary IRA to provide limitations on the ability to borrow from,or use as language and either the Rev.Proc.2003-13 sample deemed IRA security,a Participant's Roth Elective Deferral account. language or an appropriate substitute. Similarly,the loan policy or program may be modified to 3.12 ROTH ELECTIVE DEFERRALS.The Employer may provide for an ordering rule with respect to the default of a loan elect in the Adoption Agreement to permit Roth Elective that is made from the Participants Roth Elective Deferral Deferrals.Unless elected otherwise,Roth Elective Deferrals account and other accounts under the Plan. shall be treated in the same manner as Elective Deferrals.The (G) Rollovers.A direct rollover of a distribution from Roth Employer may,in operation,implement deferral election Elective Deferrals shall only be made to a Plan which includes procedures provided such procedures are communicated to Roth Elective Deferrals as described in Code§402A(e)(1)or to Participants and permit Participants to modify their elections at a Roth IRA as described in Code§408A,and only to the extent least once each Plan Year. the rollover is permitted under the rules of Code§402(c). ©2018 9 Eligible 457 Plan The Plan shall accept a rollover contribution of Roth Elective 3.14 ELIGIBLE AUTOMATIC CONTRIBUTION Deferrals only if it is a direct rollover from another Plan which ARRANGEMENT(EACA).As elected in the Adoption permits Roth Elective Deferrals as described in Code Agreement,the Employer maintains a Plan with automatic §402A(e)(1)and only to the extent the rollover is permitted enrollment provisions as an Eligible Automatic Contribution under the rules of Code§402(c).The Employer,operationally Arrangement("EACA").Accordingly,the Plan will satisfy the and on a uniform and nondiscriminatory basis,may decide (1)uniformity requirements,and(2)notice requirements under whether to accept any such rollovers. this Section. The Plan shall not provide for a direct rollover(including an (A) Uniformity.The Automatic Deferral Percentage must be a automatic rollover)for distributions from a Participants Roth uniform percentage of Compensation.All Participants in the Elective Deferral account if the amount of the distributions that EACA,are subject to Automatic Deferrals,except to the extent are eligible rollover distributions are reasonably expected to otherwise provided in this Plan.If a Participant's Affirmative total less than$200 during a year.In addition,any distribution Election expires or otherwise ceases to be in effect,the from a Participant's Roth Elective Deferrals are not taken into Participant will immediately thereafter be subject to Automatic account in determining whether distributions from a Participant's Deferrals,except to the extent otherwise provided in this Plan. other accounts are reasonably expected to total less than$200 However,the Plan does not violate the uniform Automatic during a year.Furthermore,the Plan will treat a Participant's Deferral Percentage merely because the Plan applies any of the Roth Elective Deferral account and the Participant's other following provisions: accounts as held under two separate plans for purposes of applying the automatic rollover rules.However,eligible rollover (a) Years of participation.The Automatic Deferral Percentage varies based on the number of plan years the distributions of a Participant's Roth Elective Deferrals are taken into account in determining whether the total amount of the Participant has participated in the Plan while the Plan has applied EACA provisions; Participant's account balances under the Plan exceed the Plan's limits for purposes of mandatory distributions from the Plan. (b) No reduction from prior default percentage.The Plan does not reduce an Automatic Deferral Percentage that, The provisions of the Plan that allow a Participant to elect a immediately prior to the EACA's effective date was higher(for direct rollover of only a portion of an eligible rollover any Participant)than the Automatic Deferral Percentage; distribution but only if the amount rolled over is at least$500 is applied by treating any amount distributed from a Participant's (c) Applying statutory limits.The Plan limits the Roth Elective Deferral account as a separate distribution from Automatic Deferral amount so as not to exceed the limits of any amount distributed from the Participant's other accounts in Code Section 457(b)(2)(determined without regard to Age 50 the Plan,even if the amounts are distributed at the same time. Catch-Up Deferrals). (FI) Automatic Enrollment.If the Plan utilizes an automatic (B) EACA notice.The Plan Administrator annually will enrollment feature as described in Section 3.02(B),then any provide a notice to each Participant a reasonable period prior to such automatic contribution shall be a Pre-Tax Elective each plan year the Employer maintains the Plan as an EACA Deferral. ("EACA Plan Year"). (I) Operational Compliance.The Plan Administrator will (a) Deemed reasonable notice/new Participant.The administer Roth Elective Deferrals in accordance with Plan Administrator is deemed to provide timely notice if the applicable regulations or other binding authority. Plan Administrator provides the EACA notice at least 30 days and not more than 90 days prior to the beginning of the EACA 3.13 BENEFIT ACCRUAL.If the Employer elects to apply Plan Year. this Section,then effective as of the date adopted,for benefit (b) Mid-year notice/new Participant or Plan.If: (a)an accrual purposes,the Plan treats an individual who dies or Employee becomes eligible to make Salary Reduction becomes disabled(as defined under the terms of the Plan)while Contributions in the Plan during an EACA Plan Year but after performing qualified military service with respect to the the Plan Administrator has provided the annual EACA notice for Employer as if the individual had resumed employment in that plan year;or(b)the Employer adopts mid-year a new Plan accordance with the individual's reemployment rights under as an EACA,the Plan Administrator must provide the EACA USERRA,on the day preceding death or disability(as the case notice no later than the date the Employee becomes eligible to may be)and terminated employment on the actual date of death make Salary Reduction Contributions.However,if it is not or disability. practicable for the notice to be provided on or before the date an Employee becomes a Participant,then the notice will (A) Determination of benefits.The amount of Matching nonetheless be treated as provided timely if it is provided as Contributions to be made pursuant to this Section 3.13 shall be soon as practicable after that date and the Employee is permitted determined as though the amount of Salary Reduction to elect to defer from all types of Compensation that may be Contributions of an individual treated as reemployed under this deferred under the Plan earned beginning on that date. Section on the basis of the individual's average actual Salary Reduction Contributions for the lesser of: (i)the 12-month (c) Content.The EACA notice must provide period of service with the Employer immediately prior to comprehensive information regarding the Participants'rights and qualified military service;or(ii)the actual length of continuous obligations under the Plan and must be written in a manner service with the Employer. calculated to be understood by the average Participant in accordance with applicable guidance. (C) EACA permissible withdrawal.If elected in in the Adoption Agreement,a Participant who has Automatic Deferrals under the EACA may elect to withdraw all the Automatic ©2018 10 Eligible 457 Plan Deferrals(and allocable earnings)under the provisions of this (E) Definitions. Section 3.14.Any distribution made pursuant to this Section will be processed in accordance with normal distribution provisions (a) Definition of Automatic Deferral.An Automatic of the Plan. Deferral is a Salary Reduction Contribution that results from the operation of this Article III.Under the Automatic Deferral,the (a) Amount.If a Participant elects a permissible Employer automatically will reduce by the Automatic Deferral withdrawal under this Section,then the Plan must make a Percentage as elected the Compensation of each Participant distribution equal to the amount(and only the amount)of the subject to the EACA.The Plan Administrator will cease to apply Automatic Deferrals made under the EACA(adjusted for the Automatic Deferral to a Participant who makes an allocable gains and losses to the date of the distribution).The Affirmative Election as defined in this Section. Plan may separately account for Automatic Deferrals,in which case the entire account will be distributed.If the Plan does not (b) Definition of Automatic Deferral separately account for the Automatic Deferrals,then the Plan Percentage/Increases.The Automatic Deferral Percentage is must determine earnings or losses in a manner similar to the the percentage of Automatic Deferral(including any scheduled rules of Treas.Reg. §1.401(k)-2(b)(2)(iv)for distributions of increase to the Automatic Deferral Percentage the Employer excess contributions. may elect). (b) Fees.Notwithstanding the above,the Plan (c) Effective date of EACA Automatic Deferral.The Administrator may reduce the permissible distribution amount effective date of an Employee's Automatic Deferral will be as by any generally applicable fees.However,the Plan may not soon as practicable after the Employee is subject to Automatic charge a greater fee for distribution under this Section than Deferrals under the EACA,consistent with(a)applicable law, applies to other distributions.The Plan Administrator may adopt and(b)the objective of affording the Employee a reasonable a policy regarding charging such fees consistent with this period of time after receipt of the notice to make an Affirmative paragraph. Election(and,if applicable,an investment election). (c) Timing.The Participant may make an election to (d) Definition of Affirmative Election.An Affirmative withdraw the Automatic Deferrals under the EACA no later than Election is a Participant's election made after the EACA's 90 days,or such shorter period as specified in the Adoption Effective Date not to defer any Compensation or to defer more Agreement,after the date of the first Automatic Deferral under or less than the Automatic Deferral Percentage. the EACA.For this purpose,the date of the first Automatic Deferral is the date that the Compensation subject to the (e) Effective Date of Affirmative Election.A Automatic Deferral otherwise would have been includible in the Participant's Affirmative Election generally is effective as of the Participant's gross income.Furthermore,a Participant's first payroll period which follows the payroll period in which the withdrawal right is not restricted due to the Participant making Participant made the Affirmative Election.However,a an Affirmative Election during the 90 day period(or shorter Participant may make an Affirmative Election which is period as specified in Adoption Agreement.). effective: (a)for the first payroll period in which he or she becomes a Participant if the Participant makes an Affirmative (d) Rehired Employees.For purposes of this Section,an Election within a reasonable period following the Participant's Employee who for an entire Plan Year did not have entry date and before the Compensation to which the Election contributions made pursuant to a default election under the applies becomes currently available;or(b)for the first payroll EACA will be treated as having not had such contributions for period following the EACA's effective date,if the Participant any prior Plan Year as well. makes an Affirmative Election not later than the EACA's effective date. (e) Effective date of the actual withdrawal election: The effective date of the permissible withdrawal will be as soon 3.15 IN-PLAN ROTH ROLLOVER CONTRIBUTION as practicable,but in no event later than the earlier of(1)the pay date of the second payroll period beginning after the election is (a) Employer Election.The Employer in its Adoption made,or(2)the first pay date that occurs at least 30 days after Agreement in which the Employer has elected to permit Roth the election is made.The election will also be deemed to be an Deferrals also will elect whether to permit an In-Plan Roth Affirmative Election to have no Salary Reduction Contributions Rollover Contribution in accordance with this Section with made to the Plan. regard to otherwise distributable amounts and/or otherwise nondistributable amounts.If the Employer elects to permit such (f) Related matching contributions.The Plan contributions,the Employer in its Adoption Agreement will Administrator will not take any deferrals withdrawn pursuant to specify the Effective Date thereof which may not be earlier than this section into account in computing the contribution and distributions made after September 27,2010,and may not be allocation of matching contributions,if any.If the Employer has earlier than January 1,2013 in the case of rollovers of otherwise already allocated matching contributions to the Participant's nondistributable amounts.An In-Plan Roth Rollover account with respect to deferrals being withdrawn pursuant to Contribution means a Rollover Contribution to the Plan that this Section,then the matching contributions,as adjusted for consists of a distribution or transfer from a Participant's Plan gains and losses,must be forfeited.Except as otherwise Account,other than a Roth Deferral Account,that the provided,the Plan will use the forfeited contributions to reduce Participant transfers to the Participant's In-Plan Roth Rollover future contributions or to reduce plan expenses. Contribution Account in the Plan,in accordance with Code §402(c)(4).In-Plan Roth Rollover Contributions will be subject (D) Compensation.Compensation for purposes of determining to the Plan rules related to Roth Deferral Accounts,subject to the amount of Automatic Deferrals has the same meaning as preservation of protected benefits. Compensation with regard to Salary Reduction Contributions in general. (b) Eligibility for Distribution and Rollover.A Participant may not make an In-Plan Roth Rollover Contribution with regard to an otherwise distributable amount which is not an Eligible Rollover Distribution. ©2018 11 Eligible 457 Plan (1) Parties eligible to elect.For purposes of Employer may provide that loans cannot be rolled over in an In- eligibility for an In-Plan Roth Rollover,the Plan will treat a Plan Roth Rollover. Participant's surviving spouse Beneficiary or alternate payee spouse or alternate payee former spouse as a Participant.A non- (4) No Rollover or Distribution Treatment. spouse Beneficiary may not make an In-Plan Roth Rollover. Notwithstanding any other Plan provision,an In-Plan Roth Rollover Contribution is not a Rollover Contribution for (2) Distribution from partially Vested account.In- purposes of the Plan.Accordingly: (a)if the Employer in its Plan Roth Rollovers are permitted only from Vested amounts Adoption Agreement has elected$5,000 as the Plan limit on allocated to a qualifying source but may be made from partially Mandatory Distributions,the Plan Administrator will take into Vested Accounts.If a distribution is made to a Participant who account amounts attributable to an In-Plan Roth Rollover has not incurred a Severance from Employment and who is not Contribution,in determining if the$5,000 limit is exceeded, fully Vested in the Participant's Account from which the In-Plan regardless of the Employer's election as to whether to count Roth Rollover Contribution is to be made,and the Participant Rollover Contributions for this purpose;(b)no spousal consent may increase the Vested percentage in such Account. is required for a Participant to elect to make an In-Plan Roth Rollover Contribution;(c)protected benefits with respect to the (c) Form and Source of Rollover. amounts subject to the In-Plan Roth Rollover are preserved;and (d)mandatory 20%federal income tax withholding does not (1) Direct Rollover.An In-Plan Roth Rollover apply to the In Plan Roth Rollover Contribution. Contribution may be made only by a Direct Rollover. (5) In-Plan Roth Rollover Contribution Account. (2) Account source.A Participant may make an In- An In-Plan Roth Rollover Contribution Account is a sub- Plan Roth Rollover from any account(other than a Roth account the Plan Administrator may establish to account for a account). Participant's Rollover Contributions attributable to the Participant's In-Plan Roth Rollover Contributions.The Plan (3) Cash or in-kind.The Plan Administrator will Administrator has authority to establish such a sub-account,and effect an In-Plan Roth Rollover Contribution by rolling over the to the extent necessary,may establish sub-accounts based on the Participant's current investments to the In-Plan Roth Rollover source of the In-Plan Roth Rollover Contribution.The Plan Account.A Plan loan so rolled over without changing the Administrator will administer an In-Plan Roth Rollover repayment schedule is not treated as a new loan.However the Contribution Account in accordance with Code and the Plan provisions. ARTICLE IV TIME AND METHOD OF PAYMENT OF BENEFITS 4.01 DISTRIBUTION RESTRICTIONS.Except as the including,but not beyond,the Participant's required beginning Plan provides otherwise,the Plan Administrator or Trustee may date;and(2)may elect the method of payment.A Participant in not distribute to a Participant the amounts in his or her Account a Tax Exempt Organization Eligible 457 Plan may elect the prior to one of the following events: timing and method of payment of his or her Account no later than 30 days before the date the Plan Administrator or Trustee (a) The Participant's attaining age 70 1/2; first would commence payment of the Participant's Account in accordance with the Adoption Agreement.The Plan (b) The Participant's Severance from Employment;or Administrator must furnish to the Participant a form for the Participant to elect the time and a method of payment.A (c) The Participant's death. Participant in a Governmental Eligible 457 Plan is not subject to any such requirement in election the timing or method of 4.02 TIME AND METHOD OF PAYMENT OF payment. ACCOUNT.The Plan Administrator,or Trustee at the direction of the Plan Administrator,will distribute to a Participant who (B) Number of Initial Elections/Subsequent Elections.A has incurred a Severance from Employment the Participant's Participant in a Tax-Exempt Organization Eligible 457 Plan may Vested Account under one or any combination of payment make any number of elections or revoke any prior election under methods and at the time(s)the Adoption Agreement specifies.If Section 4.02(A)within the election period.Once the initial the Adoption Agreement permits more than one time or method, election period expires,a Participant,before payment would the Plan Administrator,in the absence of a Participant election commence under the Participant's initial election,may make one described below,will determine the time and method applicable additional election to defer(but not to accelerate)the timing of to a particular Participant.In no event will the Plan payment of his or her Account and also as to the method of Administrator direct(or direct the Trustee to commence) payment. distribution,nor will the Participant elect to have distribution commence,later than the Participant's required beginning date, (C) No Election/Default.If the Participant does not make a or under a method that does not satisfy Section 4.03. timely election regarding the time and method of payment,the (A) Participant Election of Time and Method.The Employer Plan Administrator will pay or direct the Trustee to pay the in the Adoption Agreement must elect whether to permit Participants Account in accordance with the Adoption Participants to elect the timing and method of distribution of Agreement. their Account in accordance with this Section 4.02.The Plan (D) Mandatory Distribution.The Employer in the Adoption Administrator must consent to the specific terms of any such Agreement will elect whether the Plan will make Mandatory Participant election and the Plan Administrator in its sole Distributions.If the Employer elects Mandatory Distributions, discretion may withhold consent.Subject to the foregoing the Employer may determine operationally whether to include conditions,a Participant: (1)may elect to postpone distribution Rollover Contributions in determining whether the Participant is of his or her Account beyond the time the Employer has elected subject to Mandatory Distributions. in the Adoption Agreement,to any fixed or determinable date ©2018 12 Eligible 457 Plan 4.03 REQUIRED MINIMUM DISTRIBUTIONS.The Plan before the date distributions are required to begin to the Administrator may not distribute nor direct the Trustee to surviving spouse under Section 4.03(B)(2)(a),the date distribute the Participant's Account,nor may the Participant distributions are considered to begin is the date distributions elect any distribution his or her Account,under a method of actually commence. payment which,as of the required beginning date,does not satisfy the minimum distribution requirements of Code (3) Forms of Distribution.Unless the Participant's §401(a)(9)or which is not consistent with applicable Treasury interest is distributed in the form of an annuity purchased from regulations. an insurance company or in a single sum on or before the required beginning date,as of the first distribution calendar year (A) General Rules. distributions will be made in accordance with Sections 4.03(C) and 4.03(D).If the Participant's interest is distributed in the form (1) Precedence.The requirements of this Section 4.03 of an annuity purchased from an insurance company, will take precedence over any inconsistent provisions of the distributions thereunder will be made in accordance with the Plan. requirements of Code§401(a)(9)and the Treasury regulations. (2) Requirements of Treasury Regulations (C) Required Minimum Distributions during Participant's Incorporated.All distributions required under this Section 4.03 Lifetime. will be determined and made in accordance with the Treasury regulations under Code§401(a)(9). (1) Amount of Required Minimum Distribution for Each Distribution Calendar Year.During the Participant's (B) Time and Manner of Distribution. lifetime,the minimum amount that will be distributed for each distribution calendar year is the lesser of: (1) Required Beginning Date.The Participant's entire interest will be distributed,or begin to be distributed,to the (a) ULT.The quotient obtained by dividing the Participant no later than the Participant's required beginning Participant's account balance by the number in the Uniform Life date. Table set forth in Treas.Reg. §1.401(a)(9)-9,using the Participant's attained age as of the Participant's birthday in the (2) Death of Participant Before Distribution Begins.If distribution calendar year;or the Participant dies before distributions begin,the Participant's entire interest will be distributed,or begin to be distributed,no (b) Younger Spouse.If the Participant's sole later than as follows: designated Beneficiary for the distribution calendar year is the Participant's spouse,the quotient obtained by dividing the (a) Spouse Designated Beneficiary.If the Participant's account balance by the number in the Joint and Last Participant's surviving spouse is the Participant's sole designated Survivor Table set forth in Treas.Reg. §1.401(a)(9)-9,using the Beneficiary,then,except as the Employer may elect in the Participant's and spouse's attained ages as of the Participant's Adoption Agreement,distributions to the surviving spouse will and spouse's birthdays in the distribution calendar year. begin by December 31 of the calendar year immediately following the calendar year in which the Participant dies,or by (2) Lifetime Required Minimum Distributions December 31 of the calendar year in which the Participant Continue Through Year of Participant's Death.Required would have attained age 70 1/2,if later. minimum distributions will be determined under this Section 4.03(C)beginning with the first distribution calendar year and (b) Non-Spouse Designated Beneficiary.If the up to and including the distribution calendar year that includes Participant's surviving spouse is not the Participant's sole the Participant's date of death. designated Beneficiary,then,except as the Employer may elect in the Adoption Agreement,distributions to the designated (D) Required Minimum Distributions after Participant's Beneficiary will begin by December 31 of the calendar year Death. immediately following the calendar year in which the Participant died. (1) Death On or After Distributions Begin. (c) No Designated Beneficiary.If there is no (a) Participant Survived by Designated designated Beneficiary as of September 30 of the year following Beneficiary.If the Participant dies on or after the date the year of the Participant's death,the Participant's entire interest distributions begin and there is a designated Beneficiary,the will be distributed by December 31 of the calendar year minimum amount that will be distributed for each distribution containing the fifth anniversary of the Participant's death. calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance (d) Death of Spouse.If the Participant's surviving by the longer of the remaining life expectancy of the Participant spouse is the Participant's sole designated Beneficiary and the or the remaining life expectancy of the Participant's designated surviving spouse dies after the Participant but before Beneficiary,determined as follows: distributions to the surviving spouse begin,this Section 4.03(B)(2)other than Section 4.03(B)(2)(a),will apply as if the (i) Participant's Life Expectancy.The surviving spouse were the Participant. Participant's remaining life expectancy is calculated using the attained age of the Participant as of the Participant's birthday in For purposes of this Section 4.03(B)and Section 4.03(D), the calendar year of death,reduced by one for each subsequent unless Section 4.03(B)(2)(d)applies,distributions are calendar year. considered to begin on the Participant's required beginning date. If Section 4.03(B)(2)(d)applies,distributions are considered to (ii) Spouse's Life Expectancy.If the begin on the date distributions are required to begin to the Participant's surviving spouse is the Participant's sole designated surviving spouse under Section 4.03(B)(2)(a).If distributions Beneficiary,the remaining life expectancy of the surviving under an annuity purchased from an insurance company spouse is calculated for each distribution calendar year after the irrevocably commence to the Participant before the Participant's year of the Participant's death using the surviving spouse's age required beginning date or to the Participant's surviving spouse as of the spouse's birthday in that year.For distribution calendar ©2018 13 Eligible 457 Plan years after the year of the surviving spouse's death,the remaining life expectancy of the surviving spouse is calculated (E) Definitions. using the attained age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death,reduced by (1) Designated Beneficiary.The individual who is one for each subsequent calendar year. designated as the Beneficiary under the Plan and is the designated beneficiary under Code§401(a)(9)and Treas.Reg. (iii) Non-Spouse's Life Expectancy.If the §1.401(a)(9)-1,Q&A-4. Participant's surviving spouse is not the Participant's sole designated Beneficiary,the designated Beneficiary's remaining (2) Distribution calendar year.A calendar year for life expectancy is calculated using the attained age of the which a minimum distribution is required.For distributions Beneficiary as of the Beneficiary's birthday in the calendar year beginning before the Participant's death,the first distribution following the calendar year of the Participant's death,reduced calendar year is the calendar year immediately preceding the by one for each subsequent calendar year. calendar year which contains the Participant's required beginning date.For distributions beginning after the (b) No Designated Beneficiary.If the Participant Participant's death,the first distribution calendar year is the dies on or after the date distributions begin and there is no calendar year in which the distributions are required to begin designated Beneficiary as of September 30 of the calendar year under Section 4.03(B)(2).The required minimum distribution after the calendar year of the Participant's death,the minimum for the Participant's first distribution calendar year will be made amount that will be distributed for each distribution calendar on or before the Participant's required beginning date.The year after the calendar year of the Participant's death is the required minimum distribution for other distribution calendar quotient obtained by dividing the Participant's account balance years,including the required minimum distribution for the by the Participant's remaining life expectancy calculated using distribution calendar year in which the Participant's required the attained age of the Participant as of the Participant's birthday beginning date occurs,will be made on or before December 31 in the calendar year of death,reduced by one for each of that distribution calendar year. subsequent calendar year. (3) Life expectancy.Life expectancy as computed by use (2) Death before Date Distributions Begin. of the Single Life Table in Treas.Reg.§1.401(a)(9)-9. (a) Participant Survived by Designated (4) Participant's account balance.The account balance Beneficiary.Except as the Employer may elect in the Adoption as of the last valuation date in the calendar year immediately Agreement,if the Participant dies before the date distributions preceding the distribution calendar year(valuation calendar begin and there is a designated Beneficiary,the minimum year)increased by the amount of any contributions made and amount that will be distributed for each distribution calendar allocated or forfeitures allocated to the account balance as of year after the year of the Participant's death is the quotient dates in the valuation calendar year after the valuation date and obtained by dividing the Participant's account balance by the decreased by distributions made in the valuation calendar year remaining life expectancy of the Participant's designated after the valuation date.The account balance for the valuation Beneficiary,determined as provided in Section 4.03(D)(1). calendar year includes any Rollover Contributions or Transfers to the Plan either in the valuation calendar year or in the (b) No Designated Beneficiary.If the Participant distribution calendar year if distributed or transferred in the dies before the date distributions begin and there is no valuation calendar year. designated Beneficiary as of September 30 of the year following the year of the Participant's death,distribution of the (5) Required beginning date.A Participant's required Participant's entire interest will be completed by December 31 of beginning date is the April 1 of the calendar year following the the calendar year containing the fifth anniversary of the later of. (1)the calendar year in which the Participant attains age Participant's death. 70 1/2,or(2)the calendar year in which the Participant retires or such other date under Code§401(a)(9)by which required (c) Death of Surviving Spouse Before minimum distributions must commence. Distributions to Surviving Spouse Are Required to Begin.If the Participant dies before the date distributions begin,the 4.04 DEATH BENEFITS.Upon the death of the Participant's surviving spouse is the Participant's sole designated Participant,the Plan Administrator must pay or direct the Beneficiary,and the surviving spouse dies before distributions Trustee to pay the Participant's Account in accordance with are required to begin to the surviving spouse under Section Section 4.03.Subject to Section 4.03,a Beneficiary may elect 4.03(13)(2)(a),this Section 4.03(D)(2)will apply as if the the timing and method of payment in the same manner as a surviving spouse were the Participant. Participant may elect under Section 4.02,if such elections apply. (d) 5-year or Life Expectancy rule;possible If a Participant dies while performing qualified military service election.The Employer in its Adoption Agreement will elect (as defined in Code§414(u)),the survivors of the Participant are whether distribution of the Participant's Account will be made in entitled to any additional benefits(other than benefit accruals accordance with the life expectancy rule under Section relating to the period of qualified military service)provided 4.03(D)(2)(a)or the 5-year rule under Section 4.03(1))(2)(b). under the Plan as if the Participant had resumed and then The Employer's election may permit a Designated Beneficiary to terminated employment on account of death. elect which of these rules will apply or may specify which rule applies.However,the life expectancy rule(whether subject to 4.05 DISTRIBUTIONS PRIOR TO SEVERANCE FROM election or not)applies only in the case of a Designated EMPLOYMENT.The Employer must elect in the Adoption Beneficiary.The 5-year rule applies as to any Beneficiary who Agreement whether to permit in-service distributions of a is not a Designated Beneficiary.A permitted election under this Participant's Vested Account under this Section 4.05, Section must be made no later than the earlier of September 30 notwithstanding the Section 4.01 distribution restrictions. of the calendar year in which distribution would be required to begin under Section 4.03(1))(2)(a),or by September 30 of the (A) Unforeseeable Emergency.In the event of a Participant's calendar year which contains the fifth anniversary of the or the Participant's spouse,dependents or beneficiaries' Participant's(or,if applicable,surviving spouse's)death. unforeseeable emergency,the Plan Administrator may make a ©2018 14 Eligible 457 Plan distribution to a Participant who has not incurred a Severance gives a Participant a right to receive distribution at a time the from Employment(or who has incurred a Severance but will not Plan otherwise does not permit nor authorizes the alternate begin to receive payments until some future date).In the event payee to receive a form of payment the Plan does not permit. of an unforeseeable emergency,the Plan Administrator also may accelerate payments to a Participant or to a Beneficiary.The (B) QDRO Procedures.The Plan Administrator must establish Plan Administrator will establish a policy for determining reasonable procedures to determine the qualified status of a whether an unforeseeable emergency exists.An unforeseeable domestic relations order.Upon receiving a domestic relations emergency is a severe financial hardship of a Participant or order,the Plan Administrator promptly will notify the Beneficiary resulting from: (1)illness or accident of the Participant and any alternate payee named in the order,in Participant,the Beneficiary,or the Participant's or Beneficiary's writing,of the receipt of the order and the Plan's procedures for spouse or dependent(as defined in Code§152(a));(2)loss of the determining the qualified status of the order.Within a Participant's or Beneficiary's property due to casualty;(3)the reasonable period of time after receiving the domestic relations need to pay for the funeral expenses of the Participant's or order,the Plan Administrator must determine the qualified status Beneficiary's spouse or dependent(as defined in Code§152(a)); of the order and must notify the Participant and each alternate or(4)other similar extraordinary and unforeseeable payee,in writing,of the Plan Administrator's determination.The circumstances arising from events beyond the Participant's or Plan Administrator must provide notice under this paragraph by Beneficiary's control,or which applicable law may define as an mailing to the individual's address specified in the domestic unforeseeable emergency.The Plan Administrator will not pay relations order. the Participant or the Beneficiary more than the amount reasonably necessary to satisfy the emergency need,which may (C) Accounting.If any portion of the Participant's Account include amounts necessary to pay taxes or penalties on the Balance is payable under the domestic relations order during the distribution.The Plan Administrator will not make payment to period the Plan Administrator is making its determination of the the extent the Participant or Beneficiary may relieve the qualified status of the domestic relations order,the Plan financial hardship by cessation of deferrals under the Plan, Administrator must maintain a separate accounting of the through insurance or other reimbursement,or by liquidation of the individual's assets to the extent such liquidation would not amounts payable.If the Plan Administrator determines the order cause severe financial hardship. is a QDRO within 18 months of the date amounts first are payable following receipt of the domestic relations order,the The Participant's Beneficiary is a person who a Participant Plan Administrator will distribute or will direct the Trustee to designates and who is or may become entitled to a Participant's distribute the payable amounts in accordance with the QDRO.If Plan Account upon the Participant's death. the Plan Administrator does not make its determination of the qualified status of the order within the 18-month determination (B) De minimis distribution.In accordance with the period,the Plan Administrator will distribute or will direct the Employer's Adoption Agreement elections,the Plan Trustee to distribute the payable amounts in the manner the Plan Administrator may allow a Participant to elect to receive a would distribute if the order did not exist and will apply the distribution or the Plan Administrator will distribute(without a order prospectively if the Plan Administrator later determines Participant election)any amount of the Participant's Account the order is a QDRO. where: (1)the Participant's Account(disregarding Rollover Contributions)does not exceed$5,000(or such other amount as To the extent it is not inconsistent with the provisions of does not exceed the Code§411(a)(1 1)(A)dollar amount);(2)the the QDRO,the Plan Administrator may segregate or may direct Participant has not made or received an allocation of any Deferral Contributions under the Plan during the two-year the Trustee to segregate the QDRO amount in a segregated period ending on the date of distribution;and(3)the Participant investment account.The Plan Administrator or Trustee will has not received a prior distribution under this Section 4.05(B). make any payments or distributions required under this Section 4.06 by separate benefit checks or other separate distribution to (C) Distribution of Rollover Contributions.The Employer in the alternate payee(s). the Adoption Agreement may elect to permit a Participant to request and to receive distribution of the Participant's Account (D) Permissible QDROs.A domestic relations order that attributable to Rollover Contributions(but not to Transfers) otherwise satisfies the requirements for a qualified domestic before the Participant has a distributable event under Section relations order("QDRO")will not fail to be a QDRO: (i)solely 4.01. because the order is issued after,or revises,another domestic relations order or QDRO;or(ii)solely because of the time at 4.06 DISTRIBUTIONS UNDER QUALIFIED which the order is issued,including issuance after the annuity DOMESTIC RELATIONS ORDERS(QDROs). Notwithstanding any other provision of this Plan,the Employer starting date or after the Participants death. in the Adoption Agreement may elect to apply the QDRO 4.07 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER provisions of this Section 4.06.If Section 4.06 applies,the Plan DISTRIBUTIONS—GOVERNMENTAL PLAN. Administrator(and any Trustee)must comply with the terms of a QDRO,as defined in Code§414(p),which is issued with (A) Participant Election.A Participant(including for this respect to the Plan. purpose,a former Employee)in a Governmental Eligible 457 (A) Time and Method of Payment.This Plan specifically Plan may elect,at the time and in the manner the Plan permits distribution to an alternate payee under a QDRO at any Administrator prescribes,to have any portion of his or her time,notwithstanding any contrary Plan provision and eligible rollover distribution from the Plan paid directly to an irrespective of whether the Participant has attained his or her eligible retirement plan specified by the Participant in a direct earliest retirement age(as defined under Code§414(p))under rollover election.For purposes of this election,a"Participant" the Plan.A distribution to an alternate payee prior to the includes as to their respective interests,a Participant's surviving Participant's attainment of earliest retirement age is available spouse and the Participant's spouse or former spouse who is an only if the QDRO specifies distribution at that time or permits alternate payee under a QDRO. an agreement between the Plan and the alternate payee to (B) Rollover and Withholding Notice.At least 30 days and authorize an earlier distribution.Nothing in this Section 4.06 not more than 180 days prior to the Trustee's distribution of an ©2018 15 Eligible 457 Plan eligible rollover distribution,the Plan Administrator must annually)made for the life(or life expectancy)of the Participant provide a written notice(including a summary notice as or the joint lives(or joint life expectancies)of the Participant permitted under applicable Treasury regulations)explaining to and the Participant's designated Beneficiary,or for a specified the distributee the rollover option,the applicability of mandatory period of ten years or more;(b)any Code§401(a)(9)required 20%federal withholding to any amount not directly rolled over, minimum distribution;(c)any unforeseeable emergency and the recipient's right to roll over within 60 days after the date distribution;and(d)any distribution which otherwise would be of receipt of the distribution("rollover notice"). an eligible rollover distribution,but where the total distributions to the Participant during that calendar year are reasonably (C) Default distribution or rollover.Except as provided in expected to be less than$200. Paragraph(D),in the case of a Participant who does not elect timely to roll over or to receive distribution of his or her (2) Eligible retirement plan.An eligible retirement plan Account,the Plan Administrator or the Trustee,at the Plan is an individual retirement account described in Code§408(a), Administrator's direction,may distribute to the Participant or an individual retirement annuity described in Code§408(b),an may directly roll over the Participant's Account in accordance annuity plan described in Code§403(a),a qualified plan with the Plan's rollover notice. described in Code§401(a),an annuity contract(or custodial agreement)described in Code§403(b),or an eligible deferred (D) Mandatory default rollover.If(1)the Plan is a compensation plan described in Code§457(b)and maintained Governmental Eligible 457 Plan,(2)the Plan makes a by an Employer described in Code§457(e)(1)(A),which accepts mandatory distribution after the Code§40 1(a)(3 1)(B)Effective the Participant's,the Participant's spouse or alternate payee's Date,greater than$1,000,and(3)the Participant does not elect eligible rollover distribution. to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive A Participant or beneficiary may elect to roll over directly an the distribution directly,then the Plan Administrator will pay the eligible rollover distribution to a Roth IRA described in Code distribution in a direct rollover to an individual retirement plan §408A(b).For this purpose,the term"eligible rollover designated by the Plan Administrator. distribution"includes a rollover distribution described in this Section. (E) Non-spouse beneficiary rollover right.A non-spouse beneficiary who is a"designated beneficiary"under Section (3) Direct rollover.A direct rollover is a payment by the 4.03(E)(1),by a direct trustee-to-trustee transfer("direct Plan to the eligible retirement plan specified by the distributee. rollover"),may roll over all or any portion of his or her distribution to an individual retirement account the beneficiary (4) Mandatory distribution.A mandatory distribution is establishes for purposes of receiving the distribution.In order to an eligible rollover distribution without the Participant's consent be able to roll over the distribution,the distribution otherwise before the Participant attains the later of age 62 or Normal must satisfy the definition of an eligible rollover distribution. Retirement Age(see paragraph 3.05(B)).A distribution to a beneficiary is not a mandatory distribution. (1) Certain requirements not applicable.Although a non-spouse beneficiary may roll over directly a distribution as (5) 401(a)(31)(B)Effective Date.The 401(a)(31)(B) provided in Section 4.07(E),the distribution is not subject to the Effective Date is the date of the close of the first regular direct rollover requirements of Code§401(a)(31)(including the legislative session of the legislative body with the authority to automatic rollover provisions of Code§401(a)(31)(B)),the amend the Plan that begins on or after January 1,2006. notice requirements of Code§402(f)or the mandatory withholding requirements of Code§3405(c).If a non-spouse 4.08 ELECTION TO DEDUCT FROM DISTRIBUTION. beneficiary receives a distribution from the Plan,the distribution An Eligible Retired Public Safety Officer may elect annually for is not eligible for a"60-day"rollover. that taxable year to have the Plan deduct an amount from a distribution which the Eligible Retired Public Safety Officer (2) Trust beneficiary.If the Participant's named otherwise would receive and include in income.The Plan will beneficiary is a trust,the Plan may make a direct rollover to an pay such deducted amounts directly to pay qualified health individual retirement account on behalf of the trust,provided the insurance premiums. trust satisfies the requirements to be a designated beneficiary within the meaning of Code§40 1(a)(9)(E). (A) Direct payment.The Plan will pay directly to the provider of the accident or health insurance plan or qualified long-term (3) Required minimum distributions not eligible for care insurance contract the amounts the Eligible Retired Public rollover.A non-spouse beneficiary may not roll over an amount Safety Officer has elected to have deducted from the which is a required minimum distribution,as determined under distribution.Such amounts may not exceed the lesser of$3,000 applicable Treasury regulations and other Revenue Service or the amount the Participant paid for such taxable year for guidance.If the Participant dies before his or her required qualified health insurance premiums,and which otherwise beginning date and the non-spouse beneficiary rolls over to an complies with Code§402(1). IRA the maximum amount eligible for rollover,the beneficiary may elect to use either the 5-year rule or the life expectancy (B) Definitions. rule,pursuant to Treas.Reg. §1.401(a)(9)-3,A-4(c),in determining the required minimum distributions from the IRA (1) Eligible retired public safety officer.An"Eligible that receives the non-spouse beneficiary's distribution. Retired Public Safety Officer"is an individual who,by reason of disability or attainment of Normal Retirement Age,is separated (F) Definitions.The following definitions apply to this from service as a Public Safety Officer with the Employer. Section: (2) Public safety officer.A"Public Safety Officer"has (1) Eligible rollover distribution.An eligible rollover the same meaning as in Section 1204(9)(A)of the Omnibus distribution is any distribution of all or any portion of a Crime Control and Safe Streets Act of 1968(42 U.S.C. Participant's Account,except an eligible rollover distribution 3796b(9)(A)). does not include: (a)any distribution which is one of a series of substantially equal periodic payments(not less frequently than ©2018 16 Eligible 457 Plan (3) Qualified health insurance premiums.The term her spouse,and dependents,by an accident or health insurance "qualified health insurance premiums"means premiums for plan or qualified long-term care insurance contract(as defined in coverage for the Eligible Retired Public Safety Officer,his or Code§7702B(b)). ©2018 17 Eligible 457 Plan ARTICLE V PLAN ADMINISTRATOR-DUTIES WITH RESPECT TO PARTICIPANTS'ACCOUNTS 5.01 TERMNACANCY.The Plan Administrator will application of the Plan.Any determination the Plan serve until his or her successor is appointed.In case of a Administrator makes under the Plan is final and binding upon vacancy in the position of the Plan Administrator,the Employer any affected person. will exercise any and all of the powers,authority,duties and discretion conferred upon the Plan Administrator pending the (A) Loan Policy.In a Governmental Eligible 457 Plan,the filling of the vacancy. Plan Administrator,in its sole discretion,may establish,amend or terminate from time to time,a nondiscriminatory policy 5.02 POWERS AND DUTIES.The Plan Administrator which the Trustee must observe in making Plan loans,if any,to will have the following powers and duties: Participants and to Beneficiaries.If the Plan Administrator adopts a loan policy,the loan policy must be a written document (a) To select a committee to assist the Plan Administrator; and must include: (1)the identity of the person or positions authorized to administer the participant loan program;(2)the (b) To select a secretary for the committee,who need not procedure for applying for a loan;(3)the criteria for approving be a member of the committee; or denying a loan;(4)the limitations,if any,on the types and amounts of loans available;(5)the procedure for determining a (c) To determine the rights of eligibility of an Employee reasonable rate of interest;(6)the types of collateral which may to participate in the Plan and the value of a Participant's secure the loan;and(7)the events constituting default and the Account; steps the Plan will take to preserve Plan assets in the event of default.A loan policy the Plan Administrator adopts under this (d) To adopt rules and procedures and to create Section 5.02(A)is part of the Plan,except that the Plan administrative forms necessary for the proper and efficient Administrator may amend or terminate the policy without regard administration of the Plan provided the rules,procedures and to Section 9.01. forms are not inconsistent with the terms of the Plan; (B) QDRO Policy.If the QDRO provisions of Section 4.06 (e) To construe and enforce the terms of the Plan and the apply,the Plan Administrator will establish QDRO procedures. rules and regulations the Plan Administrator adopts,including interpretation of the Plan documents and documents related to 5.03 COMPENSATION.The Plan Administrator and the the Plan's operation; members of the Committee will serve without compensation for services,but the Employer will pay all expenses of the Plan (f) To direct the distribution of a Participant's Account; Administrator and Committee. (g) To review and render decisions respecting a claim for 5.04 AUTHORIZED REPRESENTATIVE.The Plan (or denial of a claim for)a benefit under the Plan; Administrator may authorize any one of the members of the Committee,if any,or the Committee's Secretary,to sign on the (h) To furnish the Employer with information which the Plan Administrator's behalf any Plan notices,directions, Employer may require for tax or other purposes; applications,certificates,consents,approvals,waivers,letters or other documents. (i) To establish a policy in making distributions for unforeseeable emergencies; 5.05 INDIVIDUAL ACCOUNTS/RECORDS.The Plan Administrator will maintain a separate Account in the name of (j) To establish under a Governmental Eligible 457 Plan, each Participant to reflect the value of the Participant's Deferred policies regarding the receipt of Rollover Contributions and Compensation under the Plan.The Plan Administrator will default rollover distributions; maintain records of its activities. (k) To establish a policy regarding the making and the 5.06 VALUE OF PARTICIPANT'S ACCOUNT.The value receipt of Transfers; of each Participant's Account consists of his or her accumulated Deferred Compensation,as of the most recent Accounting Date (1) To establish a policy regarding Participant or or any later date as the Plan Administrator may determine. Beneficiary direction of investment; 5.07 ACCOUNT ADMINISTRATION,VALUATION (m) To engage the services of any person to invest any AND EXPENSES. Account under this Plan and to direct such person to make payment to a Participant of his or her Vested Account; (A) Individual Accounts.The Plan Administrator,as (n) To establish under a Governmental Eligible 457 Plan, necessary for the proper administration of the Plan,will a policy(see Section 5.02(A))which the Trustee must observe maintain,or direct the Trustee to maintain,a separate Account, in making loans,if any,to Participants and Beneficiaries; or multiple Accounts,in the name of each Participant to reflect the Participant's Account Balance under the Plan.The Plan (o) To undertake correction of any Plan failures as Administrator will make its allocations of Employer necessary to preserve eligible Plan status;and Contributions and of Earnings,or will request the Trustee to make such allocations,to the Accounts of the Participants as (p) To undertake any other action the Plan Administrator necessary to maintain proper Plan records and in accordance deems reasonable or necessary to administer the Plan. with the applicable: (i)Contribution Types;(ii)allocation conditions;(iii)investment account types;and(iv)Earnings The Plan Administrator shall have total and complete allocation methods.The Plan Administrator may also maintain, discretion to interpret and construe the Plan and to determine all or direct the Trustee to maintain,a separate temporary Account questions arising in the administration,interpretation and for Participant forfeitures which occur during a Plan Year, ©2018 18 Eligible 457 Plan pending their accrual and allocation in accordance with the Plan each Valuation Date,the Plan Administrator must reduce a terms,or for other special items as the Plan Administrator Segregated Account for any forfeiture arising after the Plan determines is necessary and appropriate for proper plan Administrator has made all other allocations,changes or administration. adjustments to the Account(excluding Earnings)for the Valuation Period.Notwithstanding anything in this Section to (1) By Contribution Type.The Plan Administrator,will the contrary,transferred amounts are not required to be establish Plan Accounts for each Participant as necessary to separately accounted for and may be combined with the reflect his or her Accounts attributable to the following corresponding Account maintained in this Plan provided all Contribution Types and the Earnings attributable thereto:Pre- rights,benefits and features and other attributes are identical Tax Deferrals,Roth Deferrals,Matching Contributions, with respect to each account,or are identical after the Nonelective Contributions,Rollover Contributions(including combination and such combination does not result in the Roth versus pre-tax amounts),and Transfers. impermissible elimination of any Code§411(d)(6)protected benefits. (2) By investment account type.The Plan Administrator will establish separate Accounts for each Participant as (3) Amount of Account/distributions.The amount of a necessary to reflect his or her investment account types as Participant's Account,as determined by the Plan Administrator, described below: is equal to the sum of all contributions,Earnings and other additions credited to the Account,less all distributions(including (a) Pooled Accounts.A Pooled Account is an distributions to Beneficiaries and to alternate payees and also Account which for investment purposes is not a Segregated including disbursement of Plan loan proceeds),expenses and Account or a Participant-Directed Account.If any or all Plan other charges against the Account as of a Valuation Date or other investment Accounts are Pooled Accounts,each Participant's relevant date.For purposes of a distribution under the Plan,the Account has an undivided interest in the assets comprising the amount of a Participant's Account Balance is determined based Pooled Account.In a Pooled Account,the value of each upon its value on the Valuation Date immediately preceding or Participant's Account Balance consists of that proportion of the coinciding with the date of the distribution.If any or all Plan net worth(at fair market value)of the Trust Fund which the net investment Accounts are Participant-Directed Accounts,the credit balance in his or her Account(exclusive of the cash value directing Participant's Account Balance consists of the assets of incidental benefit insurance contracts)bears to the total net held within the Participant-Directed Account and the value of the credit balance in the Accounts of all Participants plus the cash Account is determined based upon the fair market value of such surrender value of any insurance contracts held by the Trustee assets. on the Participant's life.As of each Valuation Date,the Plan Administrator must reduce a Participant-Directed Account for (4) Account statements.As soon as practicable after the any forfeiture arising from Section 5.07 after the Plan Accounting Date of each Plan Year,the Plan Administrator will Administrator has made all other allocations,changes or deliver to each Participant(and to each Beneficiary)a statement adjustments to the Account(excluding Earnings)for the reflecting the amount of his or her Account Balance in the Trust valuation period. as of the statement date or most recent Valuation Date.No Participant,except the Plan Administrator/Participant or (b) Participant-Directed Accounts.A Participant- Trustee/Participant,has the right to inspect the records reflecting Directed Account is an Account that the Plan Administrator the Account of any other Participant. establishes and maintains or directs the Trustee to establish and maintain for a Participant to invest in one or more assets that are (B) Allocation of Earnings.This Section 5.07(B)applies not pooled assets held by the Trust,such as assets in a brokerage solely to the allocation of Earnings of the Trust Fund.The Plan account or other property in which other Participants do not have Administrator will allocate Employer Contributions and any interest.As the Plan Administrator determines,a Participant- Participant forfeitures,if any,in accordance with Article III. Directed Account may provide for a limited number and type of Earnings means the net income,gain or loss earned by a investment options or funds,or may be open-ended and subject particular Account,by the Trust,or with respect to a only to any limitations imposed by applicable law.A Participant contribution or to a distribution,as the context requires. may have one or more Participant-Directed Accounts in addition to Pooled or Segregated Accounts.A Participant-Directed (1) Allocate as of Valuation Date.As of each Valuation Account is credited and charged with the Earnings.As of each Date,the Plan Administrator must adjust Accounts to reflect Valuation Date,the Plan Administrator must reduce a Earnings for the Valuation Period since the last Valuation Date. Participant-Directed Account for any forfeiture arising from Section 5.07 after the Plan Administrator has made all other (2) Definition of Valuation Date.A Valuation Date allocations,changes or adjustments to the Account(excluding under this Plan is each:(a)Accounting Date;(b)Valuation Date Earnings)for the valuation period. the Employer elects in the Adoption Agreement;or(c) Valuation Date the Plan Administrator establishes.The (c) Segregated Accounts.A Segregated Account is Employer in the Adoption Agreement or the Plan Administrator an Account the Plan Administrator establishes and maintains or may elect alternative Valuation Dates for the different directs the Trustee to establish and maintain for a Participant: (i) Contribution Types which the Plan Administrator maintains to facilitate installment payments;(ii)to hold a QDRO amount; under the Plan. (iii)to prevent a distortion of Plan Earnings allocations;or(iv) for such other purposes as the Plan Administrator may direct.A (3) Definition of Valuation Period.The Valuation Segregated Account receives all income it earns and bears all Period is the period beginning on the day after the last Valuation expense or loss it incurs.The Trustee will invest the assets of a Date and ending on the current Valuation Date. Segregated Account consistent with the purpose for which the Plan Administrator or Trustee established the Account.As of ©2018 19 Eligible 457 Plan (4) Allocation methods.The Plan Administrator will (ii)the Employer's election,if any,in the Adoption Agreement allocate Earnings to the Participant Accounts in accordance with of another method for the allocation of Earnings will not apply the daily valuation method,balance forward method,balance to any Participant-Directed Account;and(iii)the Participant- forward with adjustment method,weighted average method, Directed Account may be valued as often as daily,but will be Participant-Directed Account method,or other method the valued at least annually,and all assets in the Account are not Employer elects under the Adoption Agreement.The Employer necessarily valued on the same frequency.An Account which is in the Adoption Agreement may elect alternative methods under subject to the Participant-Directed Account method includes an which the Plan Administrator will allocate the Earnings to the individual brokerage account or similar account in title to the Accounts reflecting different Contribution Types or investment Trustee for the benefit of the Participant. Account types which the Plan Administrator maintains under the Plan.The Plan Administrator first will adjust the Participant (C) Allocation of Net Income,Gain or Loss(No Trust).In a Accounts,as those Accounts stood at the beginning of the Tax-Exempt Eligible 457 Plan that does not maintain a trust the current Valuation Period,by reducing the Accounts for any Plan Administrator will allocate net income,gain or loss in forfeitures,distributions,and loan disbursement payments accordance with this provision.As of each Accounting Date arising under the Plan,for expenses charged during the (and each other valuation date determined under the Adoption Valuation Period to the Accounts(expenses directly related to a Agreement),the Plan Administrator will adjust Accounts to Participant's Account).The Plan Administrator then,subject to reflect net income,gain or loss,if any,since the last Accounting Date or Account valuation.The Employer in the Adoption the restoration allocation requirements of the Plan,will allocate Agreement will elect the method for allocating net income gain Earnings under the applicable valuation method. or loss.The Plan Administrator will continue to allocate net income,gain and loss to a Participant's Account subject to an (a) Daily valuation method.If the Employer in the installment distribution,until the Account is fully distributed. Adoption Agreement elects to apply the daily valuation method, the Plan Administrator will allocate Earnings on each day of the 5.08 ACCOUNT CHARGED.The Plan Administrator will Plan Year for which Plan assets are valued on an established charge all distributions made to a Participant or to his or her market and the Trustee is conducting business.Under the daily Beneficiary,or transferred under Section 9.03 from his or her valuation method,all assets subject to such method are subject Account,against the Account of the Participant when made. to daily valuation.The assets may be held in Participant- Directed Accounts or in Accounts which are subject to Trustee 5.09 OWNERSHIP OF FUND/TAX-EXEMPT or other fiduciary investment direction. ORGANIZATION.If the Employer is a Tax-Exempt Organization,the Plan is an unfunded plan and all Deferred (b) Balance forward method.If the Employer in the Compensation,property and rights to property purchased by Deferred Compensation and all income attributable thereto Adoption Agreement elects to apply the balance forward remain,until paid or made available under the Plan,the sole method,the Plan Administrator will allocate Earnings pro rata to property and rights of the Employer,subject only to the claims the adjusted Participant Accounts,since the last Valuation Date. of the Employer's general creditors.No Participant or Beneficiary will have any vested interest or secured or preferred (c) Balance forward with adjustment method.If position with respect to an Account or have any claim against the Employer in the Adoption Agreement elects to apply the the Employer except as a general creditor.No Participant or balance forward with adjustment method,the Plan Administrator Beneficiary shall have any right to sell,assign,transfer or will allocate pursuant to the balance forward method,except it otherwise convey his or her Account or any interest in his or her will treat as part of the relevant Account at the beginning of the Deferred Compensation.The Employer or the Plan Valuation Period the percentage of the contributions made as the Administrator,acting as the Employer's agent,may enter into a Employer elects in the Adoption Agreement,during the trust agreement solely for the purpose of investing all or part of Valuation Period the Employer elects in the Adoption the Accounts,which will be subject to the claims of the Agreement. Employers general creditors,and in which the Participants or Beneficiaries will not have a vested interest nor a secured or preferred position or have any claim except as the Employer's (d) Weighted average method.If the Employer in general creditor.The Employer may not purchase life insurance the Adoption Agreement elects to apply a weighted average contracts under this Plan unless the Employer retains all allocation method,the Plan Administrator will allocate pursuant incidents of ownership in such contracts,the Employer is the to the balance forward method,except it will treat a weighted sole beneficiary of such contracts and the Employer is not under portion of the applicable contributions as if includible in the any obligation to transfer the contracts or pass through the Participant's Account as of the beginning of the Valuation proceeds to any Participant or to his or her Beneficiary.The Period.The weighted portion is a fraction,the numerator of Employer may adopt and attach to the Plan as"Appendix A," which is the number of months in the Valuation Period, the Internal Revenue Service Model Rabbi Trust under Rev. excluding each month in the Valuation Period which begins Proc.92-64(as amended)to hold the assets of a Tax-Exempt prior to the contribution date of the applicable contributions,and Organization Eligible 457 Plan.If the Employer adopts the the denominator of which is the number of months in the Model Rabbi Trust,the Plan incorporates by reference the Valuation Period.The Employer in the Adoption Agreement provisions of the Model Rabbi Trust as if fully set forth herein. may elect to substitute a weighting period other than months for 5.10 PARTICIPANT DIRECTION OF INVESTMENT. purposes of this weighted average allocation. Subject to the terms of the Plan Administrator's adopted policy, if any,and also to written consent of the Trustee,if the Plan has (e) Participant-Directed Account method.The a Trust,a Participant will have the right to direct the investment Employer in the Adoption Agreement must elect to apply the or re-investment of the assets comprising the Participant's Participant-Directed Account method to any Participant- Account.The Plan Administrator will account separately for the Directed Account under the Plan.Under the Participant-Directed Participant-Directed Accounts.The Participant's right to direct Account method: (i)each Participant-Directed Account is investment does not give the Participant any vested interest or credited and charged with the Earnings such Account generates; secured or preferred position with respect to assets over which he/she has investment responsibility. ©2018 20 Eligible 457 Plan additional amount the Employer contributes to the Plan for the 5.11 VESTING/SUBSTANTIAL RISK OF Plan Year.The Plan Administrator will distribute the restored FORFEITURE.The Employer in the Adoption Agreement may Account to the lost Participant not later than 60 days after the elect to apply a vesting schedule or to specify any other close of the Plan Year in which the Plan Administrator restores Substantial Risk of Forfeiture applicable to any or all Deferral the forfeited Account. Contributions. (A) Forfeiture Allocation.The Employer in the Adoption Agreement must elect the method the Plan Administrator will use to allocate any Participant forfeitures,including those related to lost Participants under Section 5.14.The Plan Administrator will allocate a forfeiture in the Plan Year in which the forfeiture occurs or in the next following Plan Year. 5.12 PRESERVATION OF ELIGIBLE PLAN STATUS. The Plan Administrator may elect to sever from this Plan and to treat as a separate 457 plan,the Accounts of any Participants who have Excess Deferrals that the Plan Administrator has not corrected in accordance with Section 3.10 or in the case of any other Code§457(b)failure that the Employer may not otherwise correct,and which failure would result in the Plan ceasing to be an Eligible 457 Plan.In such event,the Plan Administrator will take any necessary or appropriate action consistent with the Employer's maintenance of separate 457 plans and with preservation of Eligible 457 Plan status of this Plan. 5.13 LIMITED LIABILITY.The Employer will not be liable to pay plan benefits to a Participant in excess of the value of the Participant's Account as the Plan Administrator determines in accordance with the Plan terms.Neither the Employer nor the Plan Administrator will be liable for losses arising from depreciation or shrinkage in the value of any investments acquired under this Plan. 5.14 LOST PARTICIPANTS.If the Plan Administrator is unable to locate any Participant or Beneficiary whose Account becomes distributable(a"lost Participant"),the Plan Administrator will apply the provisions of this Section 5.14. (A) Attempt to Locate.The Plan Administrator will attempt to locate a lost Participant and may use one or more of the following methods: (1)provide a distribution notice to the lost Participant at his or her last known address by certified or registered mail;(2)use a commercial locator service,the internet or other general search method;(3)use the Social Security Administration or PBGC search program;or(4)use such other methods as the Plan Administrator believes prudent. (B) Failure to Locate.If a lost Participant remains unlocated for 6 months following the date the Plan Administrator first attempts to locate the lost Participant using one or more of the methods described in Section 5.14(A),the Plan Administrator may forfeit the lost Participant's Account.If the Plan Administrator forfeits the lost Participant's Account,the forfeiture occurs at the end of the above-described 6-month period and the Plan Administrator will allocate the forfeiture in accordance with Section 5.11.The Plan Administrator under this Section 5.14(B)will forfeit the entire Account of the lost Participant,including Salary Reduction Contributions. If a lost Participant whose Account was forfeited thereafter at any time but before the Plan has been terminated makes a claim for his or her forfeited Account,the Plan Administrator will restore the forfeited Account to the same dollar amount as the amount forfeited,unadjusted for net income,gains or losses occurring subsequent to the forfeiture.The Plan Administrator will make the restoration in the Plan Year in which the lost Participant makes the claim,first from the amount,if any,of Participant forfeitures the Plan Administrator otherwise would allocate for the Plan Year,then from the amount,if any,of Trust net income or gain for the Plan Year and last from the amount or ©2018 21 Eligible 457 Plan (C) Nonexclusivity and Uniformity.The provisions of this Section 5.14 are intended to provide permissible but not exclusive means for the Plan Administrator to administer the Accounts of lost Participants.The Plan Administrator may utilize any other reasonable method to locate lost Participants and to administer the Accounts of lost Participants,including the default rollover under Section 4.07(C)and such other methods as the Revenue Service or the U.S.Department of Labor ("DOL")may in the future specify.The Plan Administrator will apply Section 5.14 in a reasonable manner,but may in determining a specific course of action as to a particular Account,reasonably take into account differing circumstances such as the amount of a lost Participant's Account,the expense in attempting to locate a lost Participant,the Plan Administrator's ability to establish and the expense of establishing a rollover IRA,and other factors.The Plan Administrator may charge to the Account of a lost Participant the reasonable expenses incurred under this Section 5.14 and which are associated with the lost Participant's Account. 5.15 PLAN CORRECTION.The Plan Administrator,in conjunction with the Employer and Trustee as appropriate,may undertake such correction of Plan errors as the Plan Administrator deems necessary,including but not limited to correction to maintain the Plan's status as an Eligible 457 Plan. The Plan Administrator under this Section 5.15 also may undertake Plan correction in accordance with any correction program that the Internal Revenue Service makes applicable to 457 plans. ©2018 22 Eligible 457 Plan ARTICLE VI PARTICIPANT ADMINISTRATIVE PROVISIONS 6.01 BENEFICIARY DESIGNATION.A Participant from Employee is eligible to become a Participant during the time to time may designate,in writing,any person(s)(including Employee's calendar month of hire,the Employee may execute a a trust or other entity),contingently or successively,to whom Salary Reduction Agreement on or before the date he/she the Plan Administrator or Trustee will pay the Participant's becomes an Employee,effective for the month in which he/she Account(including any life insurance proceeds payable to the becomes an Employee. Participant's Account)in the event of death.A Participant also may designate the method of payment of his or her Account. (C) Sick,Vacation and Back Pay.If the Employer in the The Plan Administrator will prescribe the form for the Adoption Agreement permits Participants to make Salary Participant's written designation of Beneficiary and,upon the Reduction Contributions from accumulated sick pay,from Participant's filing the form with the Plan Administrator,the accumulated vacation pay or from back pay,a Participant who form revokes all designations filed prior to that date by the same will incur a Severance from Employment may execute a Salary Participant.A divorce decree,or a decree of legal separation, Reduction Agreement before such amounts are paid or made revokes the Participant's designation,if any,of his or her spouse available provided: (i)such amounts are paid or made available as his or her Beneficiary under the Plan unless the decree or a before the Participant incurs the Severance;and(ii)the QDRO provides otherwise.The foregoing revocation provision Participant is an Employee in that month. (if applicable)applies only with respect to a Participant whose divorce or legal separation becomes effective on or following (D) Modification of Salary Reduction Agreement.A the date the Employer executes the Adoption Agreement,unless Participant's Salary Reduction Agreement remains in effect until the Employer in the Adoption Agreement specifies a different a Participant modifies it or ceases to be eligible to participate in effective date. the Plan.A Participant may modify his or her Salary Reduction Agreement by executing a new Salary Reduction Agreement. 6.02 NO BENEFICIARY DESIGNATION.If a Participant Any modification will become effective no earlier than the fails to name a Beneficiary in accordance with Section 6.01,or beginning of the calendar month commencing after the date the if the Beneficiary named by a Participant predeceases the Participant executes the new Salary Reduction Agreement. Participant,then the Plan Administrator will pay the Filing a new Salary Reduction Agreement will revoke all Salary Participant's remaining Account in accordance with Article IV Reduction Agreements filed prior to that date.The Employer or in the following order of priority,to: Plan Administrator may restrict the Participant's right to modify his or her Salary Reduction Agreement in any Taxable Year. (a) The Participant's surviving spouse;or 6.04 PERSONAL DATA TO PLAN ADMINISTRATOR. (b) The Participant's children(including adopted Each Participant and each Beneficiary of a deceased Participant children),in equal shares by right of representation(one share must furnish to the Plan Administrator such evidence,data or for each surviving child and one share for each child who information as the Plan Administrator considers necessary or predeceases the Participant with living descendants);and if none desirable for the purpose of administering the Plan.The to provisions of this Plan are effective for the benefit of each Participant upon the condition precedent that each Participant (c) The Participant's estate. will furnish promptly full,true and complete evidence,data and information when requested by the Plan Administrator,provided If the Beneficiary survives the Participant,but dies prior to the Plan Administrator advises each Participant of the effect of distribution of the Participant's entire Account,the Trustee will his or her failure to comply with its request. pay the remaining Account to the Beneficiary's estate unless: (1) the Participant's Beneficiary designation provides otherwise;or 6.05 ADDRESS FOR NOTIFICATION.Each Participant (2)the Beneficiary has properly designated a beneficiary.A and each Beneficiary of a deceased Participant must file with the Beneficiary only may designate a beneficiary for the Plan Administrator from time to time,in writing,his or her Participant's Account Balance remaining at the Beneficiary's address and any change of address.Any communication, death,if the Participant has not previously designated a statement or notice addressed to a Participant,or Beneficiary,at successive contingent beneficiary and the Beneficiary's his or her last address filed with the Plan Administrator,or as designation otherwise complies with the Plan terms.The Plan shown on the records of the Employer,binds the Participant,or Administrator will direct a Trustee if applicable as to the method Beneficiary,for all purposes of this Plan. and to whom the Trustee will make payment under this Section 6.02. 6.06 PARTICIPANT OR BENEFICIARY INCAPACITATED.If,in the opinion of the Plan Administrator 6.03 SALARY REDUCTION AGREEMENT. or of the Trustee,a Participant or Beneficiary entitled to a Plan distribution is not able to care for his or her affairs because of a (A) General.A Participant must elect to make Salary mental condition,a physical condition,or by reason of age,the Reduction Contributions on a Salary Reduction Agreement form Plan Administrator or at the direction of the Plan Administrator, the Plan Administrator provides for this purpose.The Salary the Trustee,may make the distribution to the Participant's or Reduction Agreement must be consistent with the Employer's Beneficiary's guardian,conservator,trustee,custodian Adoption Agreement elections and the Plan Administrator in a (including under a Uniform Transfers or Gifts to Minors Act)or Salary Reduction Agreement may impose such other terms and to his or her attorney-in-fact or to other legal representative upon limitations as the Plan Administrator may determine. furnishing evidence of such status satisfactory to the Plan Administrator and to the Trustee.The Plan Administrator and (B) Election Timing.A Participant's Salary Reduction the Trustee do not have any liability with respect to payments so Agreement may not take effect earlier than the first day of the made and neither the Plan Administrator nor the Trustee has any calendar month following the date the Participant executes the duty to make inquiry as to the competence of any person entitled Salary Reduction Agreement and as to Compensation paid or to receive payments under the Plan. made available in such calendar month.However,if an ©2018 23 Eligible 457 Plan ARTICLE VII MISCELLANEOUS 7.01 NO ASSIGNMENT OR ALIENATION.A Participant 7.05 EMPLOYMENT NOT GUARANTEED.Nothing or Beneficiary does not have the right to commute,sell,assign, contained in this Plan,or any modification or amendment to the pledge,transfer or otherwise convey or encumber the right to Plan,or in the creation of any Account,or the payment of any receive any payments under the Plan or Trust and the Plan benefit,gives any Employee,Participant or Beneficiary any Administrator and the Trustee will not recognize any such right to continue employment,any legal or equitable right anticipation,assignment,or alienation.The payments and the against the Employer,the Plan Administrator,the Trustee,any rights under this Plan are nonassignable and nontransferable. other Employee of the Employer,or any agents thereof except as Furthermore,a Participant's or Beneficiary's interest in the Trust expressly provided by the Plan. is not subject to attachment,garnishment,levy,execution or other legal or equitable process. 7.06 NOTICE,DESIGNATION,ELECTION,CONSENT AND WAIVER.All notices under the Plan and all Participant or 7.02 EFFECT ON OTHER PLANS.This Plan does not Beneficiary designations,elections,consents or waivers must be affect benefits under any other retirement,pension,or benefit in writing and made in a form the Plan Administrator specifies plan or system established for the benefit of the Employer's or otherwise approves.To the extent permitted by Treasury Employees,and participation under this Plan does not affect regulations or other applicable guidance,any Plan notice, benefits receivable under any such plan or system,except to the election,consent or waiver may be transmitted electronically. extent provided in such plan or system. Any person entitled to notice under the Plan may waive the notice or shorten the notice period except as otherwise required 7.03 WORD USAGE.Words used in the masculine will by the Code. apply to the feminine where applicable,and wherever the context of the Plan dictates,the plural will be read as the singular and the singular as the plural. 7.04 STATE LAW.The laws of the state of the Employer's principal place of business will determine all questions arising with respect to the provisions of this Plan,except to the extent Federal law supersedes State law. ©2018 24 Eligible 457 Plan ARTICLE VIII TRUST PROVISIONS—GOVERNMENTAL ELIGIBLE 457 PLAN 8.01 GOVERNMENTAL ELIGIBLE 457 PLAN.The considerations and on such terms and conditions as the Trustee provisions of this Article VIII apply to a Governmental Eligible decides; 457 Plan and do not apply to a Tax-Exempt Organization Eligible 457 Plan.The Employer in the Adoption Agreement (e) To credit and distribute the Trust as directed by the may elect to substitute another trust(attached to this Plan as Plan Administrator of the Plan.The Trustee will not be obliged "Appendix A")or to modify any provision of Article VIII, to inquire as to whether any payee or distributee is entitled to consistent with Code§457(g)and applicable Treasury any payment or whether the distribution is proper or within the regulations. terms of the Plan,or as to the manner of making any payment or distribution.The Trustee will be accountable only to the Plan 8.02 ACCEPTANCEMOLDING.The Trustee accepts the Administrator for any payment or distribution made by it in Trust created under the Plan and agrees to perform the duties good faith on the order or direction of the Plan Administrator; and obligations imposed.The Trustee must hold in trust under this Article VIII,all Deferred Compensation until paid in (f) To borrow money,to assume indebtedness,extend accordance with the Plan terms. mortgages and encumber by mortgage or pledge; 8.03 RECEIPT OF CONTRIBUTIONS.The Trustee is (g) To compromise,contest,arbitrate or abandon claims accountable to the Employer for the funds contributed to it by and demands,in the Trustee's discretion; the Employer or the Plan Administrator,but the Trustee does not have any duty to see that the contributions received comply with (h) To have with respect to the Trust all of the rights of an the provisions of the Plan. individual owner,including the power to exercise any and all voting rights associated with Trust assets,to give proxies,to 8.04 FULL INVESTMENT POWERS.The Trustee has full participate in any voting trusts,mergers,consolidations or discretion and authority with regard to the investment of the liquidations,to tender shares and to exercise or sell stock Trust,except with respect to a Trust asset under Participant subscriptions or conversion rights; direction of investment,in accordance with Section 8.12.The Trustee is authorized and empowered,but not by way of (i) To lease for oil,gas and other mineral purposes and to limitation,to exercise and perform the following powers,rights create mineral severances by grant or reservation;to pool or and duties: unitize interest in oil,gas and other minerals;and to enter into operating agreements and to execute division and transfer (a) To invest any part or all of the Trust in any common orders; or preferred stocks,open-end or closed-end mutual funds,put and call options traded on a national exchange,United States (j) To hold any securities or other property in the name of retirement plan bonds,corporate bonds,debentures,convertible the Trustee or its nominee,with depositories or agent debentures,commercial paper,U.S.Treasury bills,U.S. depositories or in another form as it may deem best,with or Treasury notes and other direct or indirect obligations of the without disclosing the trust relationship; United States Government or its agencies,improved or unimproved real estate situated in the United States,limited (k) To perform any and all other acts in its judgment partnerships,insurance contracts of any type,mortgages,notes necessary or appropriate for the proper and advantageous or other property of any kind,real or personal,and to buy or sell management,investment and distribution of the Trust; options on common stock on a nationally recognized options exchange with or without holding the underlying common stock, (1) To retain any funds or property subject to any dispute as a prudent person would do under like circumstances.Any without liability for the payment of interest,and to decline to investment made or retained by the Trustee in good faith will be make payment or delivery of the funds or property until a court proper but must be of a kind constituting a diversification of competent jurisdiction makes a final adjudication; considered by law suitable for trust investments; (m) To file all tax returns required of the Trustee; (b) To retain in cash so much of the Trust as it may deem advisable to satisfy liquidity needs of the Plan and to deposit any (n) To furnish to the Employer and the Plan Administrator cash held in the Trust in a bank account at reasonable interest; an annual statement of account showing the condition of the Trust and all investments,receipts,disbursements and other (c) To invest,if the Trustee is a bank or similar financial transactions effected by the Trustee during the Plan Year institution supervised by the United States or by a State,in any covered by the statement and also stating the assets of the Trust type of deposit of the Trustee(or a bank related to the Trustee held at the end of the Plan Year,which accounts will be within the meaning of Code§414(b))at a reasonable rate of conclusive on all persons,including the Employer and the Plan interest or in a common trust fund as described in Code§584,or Administrator,except as to any act or transaction concerning in a collective investment fund,the provisions of which the which the Employer or the Plan Administrator files with the Trust incorporates by this reference,which the Trustee(or its Trustee written exceptions or objections within 90 days after the affiliate,as defined in Code§15 04)maintains exclusively for the receipt of the accounts;and collective investment of money contributed by the bank(or its affiliate)in its capacity as Trustee and which conforms to the (o) To begin,maintain or defend any litigation necessary rules of the Comptroller of the Currency; in connection with the administration of the Trust,except that the Trustee will not be obliged or required to do so unless (d) To manage,sell,contract to sell,grant options to indemnified to its satisfaction. purchase,convey,exchange,transfer,abandon,improve,repair, insure,lease for any term even though commencing in the future (A) Nondiscretionary Trustee.The Employer in the Adoption or extending beyond the term of the Trust,and otherwise deal Agreement may elect to appoint a Nondiscretionary Trustee, with all property,real or personal,in such manner,for such subject to this Section 8.04(A).The Nondiscretionary Trustee does not have any discretion or authority with regard to the ©2018 25 Eligible 457 Plan investment of the Trust,but must act solely as a directed Trustee having appointed itself as Trustee and as having filed the hereunder.The Nondiscretionary Trustee is authorized and Employer's acceptance of appointment as successor Trustee with empowered to exercise and perform the above Section 8.04 the former Trustee. powers,rights and duties provided that the Trustee shall act solely as a directed Trustee and only in accordance with the (B) Automatic Successor.Any corporation which succeeds to written direction of the Employer,the Plan Administrator or of a the trust business of the Trustee,or results from any merger or Participant as applicable.The Nondiscretionary Trustee is not consolidation to which the Trustee is a party,or is the transferee liable for making,retaining or disposing of any investment or of substantially all the Trustee's assets,will be the successor to for taking or failing to take any other action,in accordance with the Trustee under this Trust.The successor Trustee will possess proper Employer,Plan Administrator or Participant direction. all rights,duties and powers under this Trust as if the successor Trustee were the original Trustee.Neither the Trustee nor the 8.05 RECORDS AND STATEMENTS.The records of the successor Trustee need provide notice to any interested person Trustee pertaining to the Trust will be open to the inspection of of any transaction resulting in a successor Trustee.The the Plan Administrator and the Employer at all reasonable times successor Trustee need not file or execute any additional and may be audited from time to time by any person or persons instrument or perform any additional act to become successor as the Employer or Plan Administrator may specify in writing. Trustee. The Trustee will furnish the Plan Administrator whatever information relating to the Trust the Plan Administrator 8.11 VALUATION OF TRUST.The Trustee will value the considers necessary. Trust as of each Accounting Date to determine the fair market value of the Trust assets.The Trustee will value the Trust on 8.06 FEES AND EXPENSES FROM FUND.The Trustee such other date(s)the Plan Administrator may direct. will receive reasonable annual compensation in accordance with its fee schedule as published from time to time.The Trustee will 8.12 PARTICIPANT DIRECTION OF INVESTMENT. pay from the Trust all fees and expenses the Trustee reasonably Consistent with the Plan Administrator's policy adopted under incurs in its administration of the Trust,unless the Employer Section 5.02(1),the Trustee may consent in writing to permit pays the fees and expenses. Participants in the Plan to direct the investment to the Trust assets.The Plan Administrator will advise the Trustee of the 8.07 PROFESSIONAL AGENTS.The Trustee may portion of the Trust credited to each Participant's Account under employ and pay from the Trust reasonable compensation to the Plan,and subject to such Participant direction.As a agents,attorneys,accountants and other persons to advise the condition of Participant direction,the Trustee may impose such Trustee as in its opinion may be necessary.The Trustee may conditions,limitations and other provisions as the Trustee may delegate to any agent,attorney,accountant or other person deem appropriate and as are consistent with the Plan selected by it any non-Trustee power or duty vested in it by the Administrator's policy.The Trustee will report to the Plan Trust,and the Trustee may act or refrain from acting on the Administrator the net income,gain or losses incurred by each advice or opinion of any agent,attorney,accountant or other Participant-Directed Account separately from the net income, person so selected. gain or losses incurred by the general Trust during the Trust Year. 8.08 DISTRIBUTION OF CASH OR PROPERTY.The Trustee may make distribution under the Plan in cash or 8.13 THIRD PARTY RELIANCE.No person dealing with property,or partly in each,at its fair market value as determined the Trustee will be obliged to see to the proper application of by the Trustee. any money paid or property delivered to the Trustee,or to inquire whether the Trustee has acted pursuant to any of the 8.09 RESIGNATION AND REMOVAL.The Trustee or terms of the Trust.Each person dealing with the Trustee may act the Custodian may resign its position by giving written notice to upon any notice,request or representation in writing by the the Employer and to the Plan Administrator.The Trustee's Trustee,or by the Trustee's duly authorized agent,and will not notice must specify the effective date of the Trustee's be liable to any person whomsoever in so doing.The certificate resignation,which date must be at least 30 days following the of the Trustee that it is acting in accordance with the Trust will date of the Trustee's notice,unless the Employer consents in be conclusive in favor of any person relying on the certificate. writing to shorter notice. 8.14 INVALIDITY OF ANY TRUST PROVISION.If any The Employer may remove a Trustee or a Custodian by clause or provision of this Article VIII proves to be or is giving written notice to the affected party.The Employer's adjudged to be invalid or void for any reason,such void or notice must specify the effective date of removal which date invalid clause or provision will not affect any of the other must be at least 30 days following the date of the Employer's provisions of this Article VIII and the balance of the Trust notice,except where the Employer reasonably determines a provisions will remain operative. shorter notice period or immediate removal is necessary to protect Plan assets. 8.15 EXCLUSIVE BENEFIT.The Trustee will hold all the assets of the Trust for the exclusive benefit of the Participants 8.10 SUCCESSOR TRUSTEE. and their Beneficiaries and neither the Employer nor the Trustee will use or divert any part of the corpus or income of the Trust (A) Appointment.In the event of the resignation or the for purposes other than the exclusive benefit of the Participants removal of a Trustee,where no other Trustee continues to and Beneficiaries of the Plan.The Employer will not have any service,the Employer must appoint a successor Trustee if it right to the assets held by the Trustee and the Trust assets will intends to continue the Plan.If two or more persons hold the not be subject to the claims of the Employer's creditors or, position of Trustee,in the event of the removal of one such except as provided in Section 4.06,of the creditors of any person,during any period the selection of a replacement is Participant or Beneficiary.No Participant or Beneficiary shall pending,or during any period such person is unable to serve for have any right to sell,assign,transfer or otherwise convey his or any reason,the remaining person or persons will act as the her Account or any interest in his or her Deferred Trustee.If the Employer fails to appoint a successor Trustee as Compensation.Notwithstanding the foregoing,the Plan of the effective date of the Trustee resignation or removal and Administrator may pay from a Participant's or Beneficiary's no other Trustee remains,the Trustee will treat the Employer as Account the amount the Plan Administrator finds is lawfully ©2018 26 Eligible 457 Plan demanded under a levy issued by the Internal Revenue Service 8.17 GROUP TRUST AUTHORITY.Notwithstanding any with respect to that Participant or Beneficiary or is sought to be contrary provision in this Plan,the Trustee may,unless collected by the United States Government under a judgment restricted in writing by the Plan Administrator,transfer assets of resulting from an unpaid tax assessment against the Participant the Plan to a group trust that is operated or maintained or Beneficiary.The Trust created under the Employer's Plan is exclusively for the commingling and collective investment of irrevocable and its assets will not inure to the benefit of the monies provided that the funds in the group trust consist Employer. exclusively of trust assets held under plans qualified under Code §401(a),individual retirement accounts that are exempt under 8.16 SUBSTITUTION OF CUSTODIAL ACCOUNT OR Code§408(e),and eligible governmental plans that meets the ANNUITY CONTRACT.The Employer in the Adoption requirements of Code§457(b).For this purpose,a trust includes Agreement may elect to use one or more custodial accounts or a custodial account that is treated as a trust under Code§401(f) annuity contracts in lieu of or in addition to the Trust established or under Code§457(g)(3).For purposes of valuation,the value in this Article VIII.Any such custodial account or annuity of the interest maintained by the Plan in such group trust shall be contract must satisfy the requirements of Code§457(g)(3)and the fair market value of the portion of the group trust held for applicable Treasury regulations. Plan,determined in accordance with generally recognized valuation procedures. ©2018 27 Eligible 457 Plan ARTICLE IX AMENDMENT,TERMINATION,TRANSFERS 9.01 AMENDMENT BY EMPLOYER/SPONSOR.The Employer has the right at any time and from time to time: 9.04 PURCHASE OF PERMISSIVE SERVICE CREDIT. A Participant in a Governmental Eligible 457 Plan,prior to (a) To amend this Plan and Trust Agreement and the otherwise incurring a distributable event under Article IV,may Adoption Agreement in any manner it deems necessary or direct the Trustee to transfer all or a portion of his or her advisable in order to continue the status of this Plan as an Account to a governmental defined benefit plan(under Code Eligible 457 Plan;and §414(d))for: (a)the purchase of permissive service credit(under Code§415(n)(3)(A))under such plan,or(b)the repayment of (b) To amend this Plan and Trust Agreement and the contributions and earnings previously refunded with respect to a Adoption Agreement in any other manner,including deletion, forfeiture of service credited under the plan(or under another substitution or modification of any Plan,Trust or Adoption governmental plan within the same State)to which Code§415 Agreement provision. does not apply by reason of Code§415(k)(3). The Employer must make all amendments in writing.The Employer may amend the Plan by an Adoption Agreement election,by addenda,by separate amendment,or by restatement of the Adoption Agreement or Plan.Each amendment must state the date to which it is either retroactively or prospectively effective.The Employer also may not make any amendment that affects the rights,duties or responsibilities of the Trustee or the Plan Administrator without the written consent of the affected Trustee or the Plan Administrator. 9.02 TERMINATION/FREEZING OF PLAN.The Employer has the right,at any time,to terminate this Plan or to cease(freeze)further Deferral Contributions to the Plan.Upon termination or freezing of the Plan,the provisions of the Plan (other than provisions permitting continued Deferral Contributions)remain operative until distribution of all Accounts.Upon Plan termination,the Plan Administrator or Trustee shall distribute to Participants and Beneficiaries all Deferred Compensation as soon as is reasonably practicable following termination. 9.03 TRANSFERS.The Employer may enter into a Transfer agreement with another employer under which this Plan: (a)may accept a Transfer of a Participant's Account in the other employer's Eligible 457 Plan;or(b)may Transfer a Participant's(or Beneficiary's)Account in this Plan to the other employer's Eligible 457 Plan.The plan sponsors of the plans involved in the Transfer both must be States or both must be Tax-Exempt Organizations and the plans must provide for Transfers.The Participant or Beneficiary,after the Transfer will have Deferred Compensation in the recipient plan at least equal to his or her Deferred Compensation in the transferring plan immediately before the Transfer.Any Transfer also must comply with applicable Treasury regulations,and in particular Treas.Reg. §§1.457-10(b)(2)as to post-severance transfers between Governmental Eligible 457 Plans; 1.457-10(b)(3)as to transfers of all assets between Governmental Eligible 457 Plans; 1.457-10(b)(4)as to transfers between Governmental Eligible 457 Plans of the same Employer;and 1.457-10(b)(5)as to post- severance transfers between Tax-Exempt Organization Eligible 457 Plans.The Plan Administrator will credit any Transfer accepted under this Section 9.03 to the Participant's Account and will treat the transferred amount as a Deferral Contribution for all purposes of this Plan except the Plan Administrator,will not treat such Transfer as a Deferral Contribution subject to the limitations of Article III.In addition,in the case of a Transfer between Tax-Exempt Organization Eligible Plans,the recipient plans shall apply a Participant's distribution elections made under the transferor plan in accordance with Treas.Reg. §1.457- 10(b)(6)(ii).The Plan's Transfer of any Participant's or Beneficiary's Account under this Section 9.03 completely discharges the Employer,the Plan Administrator,the Trustee and the Plan from any liability to the Participant or Beneficiary for any Plan benefits. ©2018 28