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Nationwide Retirement SolutionsOt ct. O0, DEFERRED COMPENSATION MATCHING PROGRAM ADMINISTRATIVE AGREEMENT This Deferred Compensation APPROVED $1 FORM BY:~ Matching Program Administrative Agreement (hereinafter "Agreement") is executed this I c) +~, day of · . "Nationwide"). "Employer"), and WHEREAS, the Employer 'desi~es to offer a deferred compensation matching program ("Matching Program"), .pursuant to Section 401(a) of the Internal Revenue Code of 1986, as amended ("the IRC"); and WHEREAS, Employer recognizes that such retirement benefits as may be derived from adoption of a deferred compensation matching plan ("Matching Plan") under the Matching Program may act as incentives for employees to voluntarily set aside and invest portions of their current income to that separate IRC Section 457 plan to meet their future financial requirements and supplement their retirement income; and WHEREAS, Employer recognizes that through the adoption of a Matching Plan under the Matching Program, all such regulatory, operational, administrative, and other Matching Plan management responsibilities are assumed by the Employer, in accordance with the Matching Plan document, and certain responsibilities have been and may be delegated by the Employer to Nationwide as third-party administrator; and WHEREAS, Employer has enacted the necessary resolutior~ i,C ~.-y, t~ee~ to adopt the Deferred Compensation Matching Program and this Administrative Agreement and to establish its Matching Plan for its employees. NOW, THEREFORE, in consideration of the premises set forth herejhabove, and the promises contained hereinafter, the parties agree as follows: I. THE MATCHING PROGRAM Am The Employer offers a Section 401(a) Matching Program developed in cooperation with Nationwide, a third party administrator, which permits Employer and its employees to enjoy the advantages derived from Section 401(a) of the Internal Revenue Code of 1986, as amended. The Matching Program is intended to assist Employer in providing an increased measure of financial security to its employees by providing for additional retirement income through Employer contributions. DC-3311-401 !!. Iil. Matching Plans adopted pursuant to the Matching Program will utilize the fee schedule* as outlined below as well as incidental expenses related to payroll processing: Level of Match Contribution If matching contribution is less than $50 per participant per month: If matching contribution is more than $50 per participant per month: Exclusive (Nationwide maintains all 457 records) No additional fees. Side-by-side (Providers other than Nationwide maintain some 457 records) $12 fee per participant-- billed to entity; and $18 fee deducted from 401 account of participant who does not maintain 457 account with Nationwide. $18 fee deducted from 401 account of participant who does not maintain 457 account with Nationwide. *Refer to prospectus for product charges. The Matching Program utilizes the same contracts as the Employer's 457 Program with Nationwide. Each employee's current investment allocation in the Nationwide 457 Program will be duplicated into the Matching Program. Exceptions to this process are outlined in Exhibit I.. REGULATORY CONSIDERATIONS Nationwide represents that the Matching Program and the Matching Plans adopted thereunder meet all necessary criteria for approval by all federal regulatory authorities governing such programs. Employer has determined that it is an "eligible employer" as that term is defined in Section 401(a) of the IRC and that it is authorizi~d under applicable state law to adopt the Matching Plan. MATCHING PROGRAM ADMINISTRATOR All The Employer hereby accepts Nationwide to act as Matching Program third-party administrator in fulfilling the administrative and marketing requirements of its Matching Plan and the Matching Program. Nationwide shall perform the administrative and marketing services set forth in this Agreement; provided, in the event Nationwide is precluded from performing such services in the normal course of business, in whole or in part, due to Acts of God, fire, flood, sabotage, accidents resulting from aircraft, trains or other vehicles or other accidents beyond the reasonable control of Nationwide. Nationwide shall not be IV. responsible for performing all or that portion of the services precluded by the foregoing events for such period of time as Nationwide is precluded from performing such services in the normal course of business. Nationwide shall not be liable for lost profits, losses, damage or injury, including without limitation, special or consequential damages, resulting in whole or part from the foregoing events. "Acts of God" are defined as acts, events, happenings or occurrences due exclusively to natural causes and inevitable accident or disaster, exclusive of all human intervention. RESPONSIBILITIES OF NATIONWIDE Nationwide agrees to the following terms and conditions.of the Matching Program as provided below: Provide Employer with a Deferred Compensation Matching Plan Document and Adoption Agreement and necessary agreements for execution with its participating employees which are and will be maintained in compliance with the provisions of the IRC. B. Provide Employer with such technical assistance as is reasonably necessary to install and implement the Matching Program. Cie Provide an administrative support system to facilitate Employer contributions, reconciliations, disbursements to the investment media, maintenance of the individual and Employer account records, provide periodic statements and coordinate employee distributions, and assure proper tax reporting systems. DIe Eel Provide such accounting and internal controls systems as are necessary to provide Employer with those reports.specified in this Agreement, to meet the Employer's financial reporting requirements. Prepare and distribute sales/marketing literature, communication materials, video presentations, and other written and visual aids which Nationwide deems necessary to communicate the Matching Program to employees of the Employer; Nationwide shall establish a program for continuous contact with participants in order to answer questions and to provide additional information and other services reasonably required in connection with the Matching Plan. Provide customer service as specified under the Matching Program including: a to!l-free number at no additional cost to Employer for participant exchanges and account balance information and other services as may be provided by'Nationwide. t As payor, compute and deduct from any disbursements made by Nationwide under the Matching Plan all appropriate federal and State income taxes required by law to be withheld from plan distributions and also furnish to all participants receiving payments or benefits from the Matching Program, appropriate tax reporting forms. Provide contribution limit testing services to Employer subject to the following: (1) Nationwide shall accept or reject participant election forms; (2) Nationwide shall not be responsible for monitoring deferrals to IRC Section 403(b), 401(a), 414(h) plans or other plans referenced by the IRC. (3) Nationwide shall not be responsible for monitoring interplan coordination should Employer offer more than one (1) section 401 plan. Deposits shall be priced on the same business day of receipt of the order to process such deposit, if the application of a participant and all information necessary for processing the purchase order are complete upon receipt by Nationwide, and received by Nationwide in "Good Order" not later than 10:00 a,m. Eastern Standard Time. "Good Order" is defined as the reconciliation of deferral date and funds .remitted by Employer. "Business Day" is defined as any day that the New York Stock Exchange is open for trading. If a participant's matching contribution is received prior to receipt of the participant's election form, the contribution will be held in the Nationwide Money Market Account until such time. as the participant changes the allocation for future contribution. Establish and maintain individual participant account records and calculate daily valuations of participant accounts. Such records shall contain the participant's social security number, the allocation of contributions to the Matching Program products available under the Matching Plan as directed by the participant, the participant's address, the participant's birth date, the participant's beneficiary designation, and any other data necessary for administration of the participant's account. Provide calendar year quarterly individual account reports to each participant reflecting the Account balances as of each March 31, June 30, September 30, and December 31 ("Statement of Account"). Each participant's Statement of Account shall indicate the contribution amounts received and processed by Nationwide, the account value of each investment, the total account value (including earnings or losses with respect thereto) account at the end of the period. An individual Statement of Account shall be mailed to each participant in a sealed envelope as promptly as possible but not later than thirty (30) days following the end of each calendar year quarterly period. N. Provide the following reports to the Employer on a timely basis as follows: Nationwide shall provide Employer, within thirty (30) days following the end of each calendar year quarterly period, with a calendar year quarterly Matching Plan statement, produced as a by-product of the participant statements ("Entity Statement"), summarizing all participant activity that transpired during the reporting period; and (2) Quarterly summaries to Employer, within thirty (30) days after the end of each calendar year quarterly reporting period (March 31, June 30, September 30 and December 31), indicating the total amounts invested, total values (including earnings or losses with respect thereto), and total amount of funds allocated to each investment or insurance option under the Matching Plan ("Financial Activity Confirmation Statement"); and (3) Calendar year quarterly Surrender Audit Reports to Employer within thirty (30) days following the end of each calendar year quarterly reporting period, showing by participant, Social Security number, the total amount surrendered by fund and the date of such surrenders. The type of withdrawal (for example, annuity purchase or payments due to termination of employment) will be indicated by a two-digit reason code. RESPONSIBILITIES OF THE EMPLOYER The Employer agrees to the following terms and conditions of. the Matching Program as provided below: General Terms and Conditions Provide Nationwide its full cooperation and support in administering the necessary salary deferrai system for contributions to the Plan; and notify Nationwide in writing, within fourteen (14) business days of a Participant's separation from service, including retirement, with an Employer. Disseminate from time to time such promotional and communication materials as may be provided to it for employee distributionD,~ JrV~ VI. VII. Arrange for representatives of Nationwide to conduct any necessary enrollment meetings with the Employer's employees. Dim Provide the legal name of Employer, official or committee to act as local coordinator on behalf of the Employer on all material matters relating to activities of the Matching Plan; Accept the terms and conditions of the investment media issued to the Employer pursuant to the Matching Plan adopted by the Employer; Use the Deferred Compensation Matching Plan document, promotional materials, and other forms provided to it as a participant under the Program in connection with the Employer-offered 457 Plan; G, Select among the payout options available under the Matching Program. The Employer will indicate to Nationwide which employees are eligible to receive matching contributions and shall be responsible for calculating and remiffing these matching contributions to Nationwide. TERMINATION A. EMPLOYER Employer may terminate this Agreement upon 90 days' written notice to Nationwide if Nationwide fails to perform any of their obligations hereunder. During such 90 day period, the defaulting party shall have the right to cure the default or breach. Any written notice given hereunder shall specifically state the nature of the default or breach. B. NATIONWIDE If the Employer fails to agree, whether by act or omission, to the terms and conditions for participation in the Matching Program, Nationwide shall have the right to terminate the Agreement upon 90 days' written notice to the Employer; provided, however, the Employer may cure the default or omission within 90 days immediately following the date of said notice. INDEMNIFICATION Nationwide agrees to hold harmless and indemnify the EMPLOYER, its appointed and elected officers and Participant's from any loss resulting from Nationwide's failure to perform its duties and services pursuant to the Matching Program. VIII. OTHER PROVISIONS NaUonwide will rely on the accuracy of informaUon received from the E'r,,pIoyer' ... Should an error or omission in the information received cause Nationwide to reprocess any of the service described, the . - ~mpto~ ~r agrees to pay NaUonwide for the services which must be repealed. The i~r~ ? I oH ~v- "' understands and agrees that Nationwide does not hereby agree or contract to provide legal, tax and investment advice. Any responsibility for the preparation and interpretation of any legal documents affecting the Plan shall be the sole responsibiliUes of the ~'mi3l° ~1 ~v- - and/or legal counsel retained by the -Cm ~) ~1~' for such purposes. Nationwide agrees to perform services contained in this Agreement at · e request of the .Er~ 9 t~4-r ' as evidenced by ~e ~/, p t o,.t e,c-. 's execuUon of this Agreement. Nationwide is not a fiduciary as the term is defined in the Employee ReUrement Income Security Act of 1974 ("ERISA"). This Agreement, including Exhibit I and other Exhibits as a.~T~ch e.¢L hefe'bo shall consUtute the enUre Agreement. IX. CONTRACT TERM This Agreement is effective until terminated in accordance with Section VIII above. NATIONWIDE RETIREMENT TiUe: ~~ ~'~ ,~ '~ i!MPLOYER CITY OF CARMEL, by and through its Board of Pub~c Works and, Safety " J. s ninar, or /~.Od~May Date: , Member Date: , Member Exhibit I Several underlying fund options are not available to new 401(a) Matching Plans established after January 1, 1999. Therefore, participants who have made selections per their 457 Participation Agreement that are restricted in the new 401(a) portion of the Deferred Compensation Matching Program will have their 401(a) accounts invested in the fund identified in the right hand column of the attached table: Restricted Fund Name Mass Investors Growth Stock Fund Fidelity Contrafund Fidelity Magellan Fund The Growth Fund of America, Inc. MFS Growth Opportunities Fund (Class A) Nationwide Growth Fund (Class D) Putnam Investors Fund (Class A) Seligman Growth Fund, Inc. (Class A) The Income Fund of America, Inc. Delaware Group Decatur Fund, Decatur Income Fund Evergreen Income and Growth Fund The Bond Fund of America, Inc. MFS High Income Fund (Class A) Fund Alternative for 401 Account INVESCO Dynamics Fund Morgan Stanley Institutional Fund, Inc. Equity Growth Portfolio (Class B) Morgan Stanley Institutional Fund, Inc. Equity Growth Portfolio (Class B) Morgan Stanley Institutional Fund, Inc. Equity Growth Portfolio (Class B) Dreyfus Appreciation Fund, Inc. Morgan Stanley Institutional Fund, Inc. Equity Growth Portfolio (Class B) Dreyfus Appreciation Fund, Inc. Dreyfus Appreciation Fund, Inc. INVESCO Total Return Fund American Century: Income & Growth Investors Dreyfus Premier Midcap Stock Fund (Class A) Federated Bond Fund (Class F) Fidelity Advisor High Yield Fund (Class T)