Retirement Plan/HR/2013 1
/y
CITY OF CARMEL
RETIREMENT PLAN
Carmel, Indiana
EFFECTIVE DATE OF RESTATEMENT
January 1, 2013
ARTICLE I . PRELIMINARY MATTERS
1.01 Purpose and Designation 4
1.02 Exclusive Benefit 4
1.03 Governmental Plan 4
1.04 Restatement Date 4
ARTICLE II . DEFINITIONS
2.01 Anniversary Date 5
2.02 Beneficiary 5
2.03 Code 5
2.04 Compensation 5
2.05 Deferred Compensation Plan 5
2.06 Distribution Date 5
2.07 Effective Date 5
2.08 Employee 5
2.09 Employer 6
2.10 Employment Commencement Date 6
2.11 Entry Date 6
2.12 Individual Participant Account 6
2.13 Normal Retirement Age 6
2.14 Participant 7
2.15 Pension Contract 7
2.16 Plan 7
2.17 Plan Administrator 7
2.18 Plan Year 7
2.19 Related Employer 7
2.20 USERRA 7
ARTICLE III . ELIGIBILITY AND VESTING
3.01 Date of Eligibility 8
3.02 Former Participant 8
3.03 Vesting 8
ARTICLE IV. CONTRIBUTIONS AND ALLOCATIONS
4.01 Employer Contributions 9
4.02 Payment of Contributions 9
4.03 Allocation Under Individual Participant Accounts 9
4.04 Reversion Prohibited 10 •
4.05 Investment of Plan Contributions 10
4.06 Plan Expenses 10
4.07 Rollover Contributions 10
4.08 Compliance with USERRA 10
ARTICLE V. RETIREMENT BENEFITS AND IN-SERVICE DISTRIBUTIONS
5.01 Normal Retirement Benefit 11
5.02 Forms of Benefit 11
(A) Lump Sum Payment 11
(B) Installment Payments for Required Minimum Distributions 11
5.03 In-Service Distribution 11
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ARTICLE VI . DEATH BENEFIT
6.01 Precedence 12
6.02 Death Benefit 12
6.03 Vested Account Balance 12
ARTICLE VII . TERMINATION OF EMPLOYMENT
7.01 Termination Benefit 13
ARTICLE VIII . DIRECT ROLLOVERS
8.01 General Rule 14
8.02 Definitions 14
(A) Direct Rollover 14
(B) Distributee 14
(C) Eligible Retirement Plan 14
(D) Eligible Rollover Distribution 14
8.03 Automatic Rollovers 15
ARTICLE IX . DISTRIBUTION REQUIREMENTS
9.01 Definitions 16
(A) Designated Beneficiary 16
(B) Distribution Calendar Year 16
(C) Life Expectancy 16
(D) Participant's Account Balance 16
(E) Required Beginning Date 16
9.02 General Rules 16
9.03 Time and Manner of Distributions 17
(A) Required Beginning Date 17
(B) Death of Participant Before Distributions Begin 17
(C) Form of Distribution 17
9.04 Required Minimum Distributions During Participant's Lifetime 18
(A) Amount of Required Minimum Distribution for Each Distribution Calendar Year 18
(B) Lifetime Required Minimum Distributions Continue through Year of Participant's Death18
9.05 Required Minimum Distributions After Participant's Death 18
(A) Death On or After Death Distributions Begin 18
(B) Death Before Date Distributions Begin 19
9.06 5-Year Rule Permitted for Participants or Beneficiaries 19
9.07 Required Minimum Distributions under WRERA 19
ARTICLE X . LIMITATIONS ON ALLOCATIONS
10.01 Definitions 21
(A) Annual Additions 21
(B) Compensation 21
(C) Defined Contribution Dollar Limitation 22
(D) Employer 22
(E) Limitation Year 22
(F) Maximum Annual Additions 22
10.02 Defined Contribution Plan Allocations 23
10.03 Multiple Defined Contribution Plan Allocations 23
10.04 Excess Annual Additions 23
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ARTICLE XI . AMENDMENT OF THE PLAN
11.01 Plan Amendment 24
11.02 Effect of Change in Plan Year 24
ARTICLE XII .TERMINATION OF THE PLAN
12.01 Employer's Right to Terminate 25
12.02 Effect of Termination 25
ARTICLE XIII . PLAN ADMINISTRATOR
13.01 Acceptance 26
13.02 Duties and Responsibilities 26
13.03 Allocation and Delegation of Responsibilities 27
13.04 Plan Expenses 27
13.05 Information by Employer 27
13.06 Administrative Committee 27
13.07 Resignation or Removal 27
13.08 Reliance 27
13.09 Standard of Conduct 28
13.10 Loans 28
ARTICLE XIV. MISCELLANEOUS PROVISIONS
14.01 Effect of Participation 29
14.02 Word Usage 29
14.03 State Law 29
14.04 Transferability Restricted 29
14.05 Plan is Binding 29
14.06 Plan Provisions Shall Control 29
14.07 Distribution for Minor or Incompetent Beneficiary 29
14.08 Return of Contributions 29
14.09 Qualified Domestic Relations Order 30
EXECUTION OF DOCUMENT
PARTICIPATION AGREEMENT
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ARTICLE I
PRELIMINARY MATTERS
1.01 Purpose and Designation. The purpose of this Plan is to provide retirement benefits to
Employees. This Plan is designated as a money purchase plan.
1.02 Exclusive Benefit. This Plan is for the exclusive benefit of the Participants and their
Beneficiaries, and it shall be interpreted and administered in a manner consistent with the
provisions of the Internal Revenue Code of 1986, as amended. It shall be impossible at any time
prior to the satisfaction of all liabilities with respect to Participants and their Beneficiaries under
this Plan for any part of the assets, income, or forfeitures of this Plan to be used for, or diverted
to, purposes other than the exclusive benefit of the Participants or their Beneficiaries,
1.03 Governmental Plan. This Plan is intended to be a governmental plan within the meaning of Code
Sections 401(a)and 414(d).
1.04 Restatement Date. This is an amendment, restatement, and continuation of the City of Carmel
Retirement Plan and is intended to bring the Plan into compliance with the Pension Protection Act
of 2006 ("PPA") and other legislative and regulatory changes. The effective date of this
amendment and restatement is January 1, 2013.
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ARTICLE II
DEFINITIONS
As used in this Plan, the following words and phrases shall have the following meanings, unless a
different meaning is clearly required by the context:
2.01 Anniversary Date means each January 1st.
2.02 Beneficiary means the person designated in writing to receive any benefits upon the death of the
Participant. If no such designation is made, or if the designated person is not living at the death of
the Participant, the Beneficiary shall be the Participant's surviving spouse, or if the Participant
does not have a surviving spouse, the Participant's estate.
If a Participant has designated the spouse as a Beneficiary, then a divorce decree or a legal
separation that relates to such spouse shall revoke the Participant's designation of the spouse as
a Beneficiary unless the decree or a "qualified domestic relations order" (within the meaning of
Code Section 414(p)) provides otherwise or a subsequent Beneficiary designation is made.
2.03 Code means the Internal Revenue Code of 1986, as amended.
2.04 Compensation means, for any Plan Year, Compensation as defined in Plan Section 10.01(B),
and shall also include contributions made pursuant to a salary reduction agreement which are not
includible in the gross income of the Employee under Code Sections 125, 132(f)(4), 402(e)(3),
402(h)(1)(B), 414(h)(2), 403(b), or 457. Except as provided elsewhere in this Plan, Compensation
shall include only that compensation which is actually paid to the Participant during the Plan Year.
For an Employee's first year of participation, Compensation shall be recognized the first day of
the Plan Year.
The annual Compensation of each Participant taken into account in determining all benefits
provided under the Plan for any Plan Year shall not exceed $200,000, as adjusted for cost-of-
living increases in accordance with Code Section 401(a)(17)(B). Annual Compensation means
Compensation during the Plan Year or such other consecutive 12-month period over which
Compensation is otherwise determined under the Plan (the determination period).
The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the
determination period that begins with or within such calendar year. If a determination period
consists of fewer than 12 months, the annual Compensation limit is an amount equal to the
otherwise applicable annual Compensation limit multiplied by a fraction, the numerator of which is
the number of months in the short determination period, and the denominator of which is 12.
2.05 Deferred Compensation Plan means the separate plan that governs the Employer's Code
Section 457 arrangement.
2.06 Distribution Date means as soon as administratively feasible.
2.07 Effective Date means January 1, 2000.
2.08 Employee means:
(A) any employee of the Employer maintaining the Plan or any other employer required to be
aggregated:
(1) because such employer is part of a group of employers which constitutes:
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(a) a controlled group of corporations (as defined in Code Section 414(b)),
or
(b) trades or businesses (whether or not incorporated) which are under
common control (as defined in Code Section 414(c)), or
(c) an affiliated service group(as defined in Code Section 414(m)), or
(2) under Code Section 414(o); and
(B) as provided in Code Sections 414(n) or (o), any leased employees deemed to be
employees of any employer described previously unless the leased employees are
covered by a plan described in Code Section 414(n)(5) and such leased employees do
not constitute more than 20% of the Employer's non-highly compensated work force.
The term "leased employee" means any person (other than an employee of the recipient)
who, pursuant to an agreement between the recipient and any other person ("leasing
organization"), has performed services for the recipient (or for the recipient and related
persons determined in accordance with Code Section 414(n)(6)) on a substantially full-
time basis for a period of at least one (1) year, and such services are performed under
primary direction or control by the recipient. Contributions or benefits provided a leased
employee by the leasing organization which are attributable to services performed for the
recipient employer shall be treated as provided by the recipient employer.
A leased employee shall not be considered an employee of the recipient if: (i) such
employee is covered by a money purchase pension plan providing: (1) a nonintegrated
employer contribution rate of at least 10% of compensation, as defined in Code Section
415(c)(3), but including amounts contributed pursuant to a salary reduction agreement
which are excludable from the employee's gross income under Code Section 125,
132(f)(4), 402(e)(3), 402(h)(1)(B) or 403(b), (2) immediate participation, and (3) full and
immediate vesting; and (ii) leased employees do not constitute more than 20% of the
recipient's nonhighly compensated work force.
The determination of whether an employer is aggregated under this Plan for purposes of Code
Sections 414(b), (c), (m)and(o)shall based on a reasonable, good faith standard and taking into
account the special rules applicable under IRS Notice 89-23 (1989-1 C.B. 654).
2.09 Employer means the City of Carmel, Indiana, any successor which shall maintain this Plan and
any predecessor which has maintained this Plan. Employer also includes any Related Employer
who adopts this Plan.
2.10 Employment Commencement Date means the day on which an Employee first performs an
hour of service.
2.11 Entry Date means the date on which an Employee becomes a Participant in this Plan and shall
be the Employment Commencement Date.
2.12 Individual Participant Account means the account established under Plan Section 4.03. The
amount available for distribution to such Participant shall be determined in accordance with the
terms of the Pension Contract.
2.13 Normal Retirement Age means, (A) For a sworn officer of the Carmel Police Department or the
Carmel Fire Department age 52, or (B) Employee other than sworn officer of the Carmel Police
Department or Carmel Fire Department age 65.
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If an eligible Employee in definition (A) or (B) continues to work for the Employer beyond his
Normal Retirement Age as described in the previous sentence, he or she may designate his or
her own Normal Retirement Age; provided, however, that he or she may not designate a Normal
Retirement Age that is later than (1) the age at which he or she separates from service with the
Employer or(2)any mandatory age imposed by the State of Indiana.
2.14 Participant means any Employee who satisfies the eligibility requirements designated in
Article III.
2.15 Pension Contract means an annuity contract and amendments thereto, issued by an insurance
company. Earnings, charges, and expenses shall be treated as provided in the Pension Contract.
2.16 Plan means the City of Carmel Retirement Plan as amended from time to time.
2.17 Plan Administrator means City of Carmel, Indiana or any duly appointed successor.
2.18 Plan Year means the period beginning on the Anniversary Date and ending on the day preceding
the next Anniversary Date.
2.19 Related Employer means any entity which is a member of a controlled group of employers (as
defined in Code Section 414(b))which includes the Employer; any trade or business (whether or
not incorporated) which is under common control (as defined in Code Section 414(c)) with the
Employer; any organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Code Section 414(m)) which includes the Employer; and any other
entity required to be aggregated with the Employer pursuant to the Regulations under Code
Section 414(o).
2.20 USERRA means the Uniformed Services Employment and Reemployment Rights Act of 1994, as
amended.
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ARTICLE III
ELIGIBILITY AND VESTING
3.01 Date of Eligibility. Each Employee of the Employer shall become a Participant on his/her first
day of employment with the Employer.
3.02 Former Participant. A former Participant shall become a Participant immediately upon his return
to the employ of the Employer.
3.03 Vesting. A Participant shall be 100% vested upon participation in the Plan.
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ARTICLE IV
CONTRIBUTIONS AND ALLOCATIONS
4.01 Employer Contributions. On behalf of each Participant eligible to share in the allocation of
Employer contributions pursuant to Plan Section 4.03, the Employer shall make the following
contributions for each Plan Year:
(A) Employer Basic Matching Contribution: On behalf of each Participant's Salary Reduction
Contribution made to the Deferred Compensation Plan, the Employer shall contribute to this
Plan a matching contribution based upon his years of employment as follows:
Employment Year Matching Percentage
Less than 1 0%
1 but less than 2 10%
2 but less than 3 20%
3 but less than 4 30%
4 but less than 5 40%
5 or more 50%
An Employee will be eligible for each stated level of match on the first payroll date following
his employment anniversary date on which the required years of employment are attained.
In determining the matching contribution, the Employer's Basic Matching Contribution will not
exceed 50% of the Employee's Salary Reduction Contribution made to the Deferred
Compensation Plan. Provided, however, the Employer's Basic Matching Contribution will not
exceed $7,750 annually.
Should an Employee have an interruption of employment of 100 or fewer calendar days, the
Employee shall be entitled to full credit for service prior to such interruption. After an
interruption of more than 100 calendar days, a returning Employee shall be treated as a new
Employee for purposes of the Employer Basic Match Contributions and shall not receive
credit for prior service.
Employer matching contributions will be determined on a payroll period basis.
(B) Non-Elective Contribution: On behalf of each Participant who is a sworn officer of the
Carmel Police Department, the Employer shall contribute the current rate of tax imposed
under Code Section 3111 for old age, survivors, and disability insurance of the
Participant's Compensation to this plan for each Plan Year.
4.02 Payment of Contributions. The Employer shall make payment in full of its contributions for each
Plan Year, in one or more installments and at such time(s) as the Employer determines, directly
to the insurance company issuing a Pension Contract. The Employer shall have the sole
responsibility for determining the amount of any contributions to be made under this Plan.
4.03 Allocation Under Individual Participant Accounts. The Plan Administrator shall direct the
establishment of an individual account for each Participant to be referred to as his Individual
Participant Account. Separate subaccounts for Employer contributions will be maintained for each
Participant. Each subaccount will be credited with applicable contributions and earnings thereon.
Employer contributions will be made to a Participant's Individual Participant Account for a Plan
Year regardless of the number of hours of service the Participant completes during the Plan Year
and regardless of whether the Participant is still employed on the last day of the Plan Year.
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4.04 Reversion Prohibited. All amounts paid by the Employer under this Plan shall be used and
applied for the exclusive benefit of the Participants or their Beneficiaries. In no event shall any
contribution made to this Plan by the Employer or any income of this Plan revert to the Employer
except if there is a mistake of fact as provided in Plan Section 14.08.
4.05 Investment of Plan Contributions. All contributions made by or on behalf of each Participant
shall be invested in a Pension Contract(s). The contract or contracts shall be issued by an
insurance company to the Employer or other contract holder. Pursuant to Code Section 401(f), a
contract issued by an insurance company qualified to do business in a State shall be treated as a
qualified trust if the contract would, except for the fact that it is not a trust, constitute a qualified
trust under Code Section 401. A variety of investment options may be available under the
contract, including, but not limited to, a common, collective or group trust fund, for which an
investment manager serves as trustee or investment manager, that is maintained solely for the
collective investment of tax-qualified pension or profit sharing plans, individual retirement
accounts, and/or funds of or for certain governmental retirement plans, which common, collective
or group trust fund is exempt from federal taxation under Code Section 501(a). Such commingling
of assets of the Plan with assets of other qualified plans s is specifically authorized. Any assets of
the Pension Contract so invested shall be held and invested by the trustee(s) and/or investment
manager(s)of such trust fund pursuant to all of the terms and conditions of the trust agreement or
declaration of trust establishing the fund, which trust agreement or declaration of trust is hereby
incorporated herein by this reference and made an integral part hereof, including without
limitation any and all investment powers of the trustee(s) and/or investment manager(s)
thereunder. The Employer may appoint one or more qualified investment managers to manage all
or a designated portion of the Plan and contract assets.
4.06 Plan Expenses. Any administrative expenses not paid by the Employer may be paid out of Plan
assets. (See Plan Section 13.04)
4.07 Rollover Contributions. Prior to January 1, 2013, the Plan accepted rollover contributions.
Such amounts shall be held for the benefit of the Participant, and shall be accounted for
separately in his Individual Participant Account. All such rollover amounts shall be fully vested
and shall be paid to the Participant at any time. Effective January 1, 2013 the Plan will not accept
rollover contributions or direct rollovers of distributions.
4.08 Compliance with USERRA. Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military service will be provided
in accordance with Code Section 414(u).
Effective January 1, 2009, any Employee of the Employer receiving a differential wage payment
(as defined in Code Section 3401(h)(2)) shall be treated as an Employee of the Employer making
the payment and such payment will be treated as Compensation for purposes of calculating
contributions and benefits. The Plan shall not be treated as failing to meet the requirements of
any provision described in Code Section 414(u)(1)(C) by reason of any contribution or benefit
which is based on the differential wage payment.
Continued benefit accruals pursuant to the Heroes Earnings Assistance and Relief Tax Act of
2008 (HEART)are not provided under this Plan.
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ARTICLE V
RETIREMENT BENEFITS AND IN-SERVICE DISTRIBUTIONS
5.01 Normal Retirement Benefit. A Participant will be entitled to retirement benefits upon the
Distribution Date coinciding with or immediately following his attainment of the Normal Retirement
Age and termination of employment. Once a Participant has reached his Normal Retirement Age,
his rights to his Individual Participant Account shall be fully vested. The benefit shall be equal to
the amount that can be provided pursuant to the form of distribution purchased by his Individual
Participant Account.
A Participant may postpone receipt of his retirement benefits to a date after his completion of the
normal retirement requirements. In this event, a Participant may elect to receive benefits on any
Distribution Date thereafter upon giving at least 45 days advance written notice to the Plan
Administrator and the Employer.
If a Participant who has attained the Normal Retirement Age continues employment with the
Employer, he shall continue to receive an Employer contribution.
5.02 Forms of Benefit. A Participant may elect in writing between the following forms of benefit
payment:
(A) Lump Sum Payment. Payment is made in a single lump sum cash payment.
(B) Installments Payments for Required Minimum Distributions. Installment payments
are made in the amount needed to satisfy the required minimum distributions under Code
Section 401(a)(9).
5.03 In-Service Distribution. A Participant who is a sworn officer of the Carmel Police Department
who has attained the age 52 will be eligible to receive an In-Service Distribution from the
Individual Participant Account attributable to Non-Elective Contributions.
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ARTICLE VI
DEATH BENEFIT
6.01 Precedence. The provisions of this Article shall take precedence over any conflicting provision in
this Plan.
6.02 Death Benefit. Unless otherwise provided in this Article, whenever the Plan Administrator
receives written proof of a Participant's death, the Participant shall be vested as set forth in Article
Ill. Not earlier than the Distribution Date following the Participant's death, the Plan Administrator
shall pay or cause to be paid to the Participant's Beneficiary the Participant's Vested Account
Balance under any of the forms of benefit provided in Plan Section 5.02.
In the case of a death occurring on or after January 1, 2007, if a Participant dies while performing
qualified military service (as defined in Code Section 414(u)), the survivors of the Participant are
entitled to any additional benefits provided under the Plan as if the Participant had resumed and
then terminated employment on account of death. The Plan will credit the Participant's qualified
military service as service for vesting purposes, as though the Participant had resumed
employment under USERRA immediately prior to the Participant's death.
6.03 Vested Account Balance means the aggregate value of the Participant's vested account
balance derived from Employer contributions (whether vested, as determined pursuant to Article
Ill, before or upon death).
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ARTICLE VII
TERMINATION OF EMPLOYMENT
7.01 Termination Benefit. If a Participant terminates his employment with the Employer for any
reason, he shall be 100% vested in his Individual Participant Account in accordance with Article
III.
The Participant's Individual Participant Account under this Plan will be treated as follows:
(A) If the Participant's Individual Participant Account under this Plan is not greater than
$5,000, the Individual Participant Account shall be distributed to the Participant in a single
lump sum payment not earlier than the Distribution Date coinciding with or immediately
following his termination of employment.
(B) If the Participant's Individual Participant Account under this Plan is greater than $5,000,
the Individual Participant Account shall be distributed to the Participant in a single lump
sum payment.
For purposes of determining if the Individual Participant Account is greater than $5,000 rollovers
will be excluded.
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ARTICLE VIII
DIRECT ROLLOVERS
8.01 General Rule. Notwithstanding any provision of the Plan to the contrary that would otherwise limit
a Distributee's election under this Article, a Distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.
8.02 Definitions.
(A) Direct Rollover means a payment by the Plan to the Eligible Retirement Plan specified
by the Distributee.
(B) Distributee means a Participant or former Participant. In addition, the Participant's or
former Participant's surviving spouse and the Participant's or former Participant's spouse
or former spouse who is the alternate payee under a qualified domestic relations order,
as defined in Code Section 414(p), are Distributees with regard to the interest of the
spouse or former spouse.
Effective January 1, 2007, a Distributee also includes a Participant's nonspouse
beneficiary who is a "designated beneficiary" under Code Section 401(a)(9)(E) and the
regulations thereunder. In the case of a nonspouse Beneficiary, a direct rollover may be
made only to an individual retirement account or annuity described in Code Section
408(a) or 408(b) that is established on behalf of the "designated beneficiary" and that will
be treated as an inherited IRA pursuant to the provisions of Code Section 402(c)(11).
Also, in this case, the determination of any required minimum distribution under Code
Section 401(a)(9) that is ineligible for rollover shall be made in accordance with IRS
Notice 2007-7, Q&A 17 and 18, 2007-5 I.R.B. 395. If the Participant's named beneficiary
is a trust, the Plan may make a direct rollover as described herein on behalf the trust,
provided the trust satisfies the requirements to be a designated beneficiary within the
meaning of Code Section 401(a)(9)(E).
(C) Eligible Retirement Plan means an eligible Plan under Code Section 457(b) which is
maintained by a state, political subdivision of a state, or any agency or instrumentality of
a state or political subdivision of a state and which agrees to separately account for
amounts transferred into such plan from this Plan, an individual retirement account
described in Code Section 408(a), an individual retirement annuity described in Code
Section 408(b), a Roth IRA described in Code Section 408A(b) (for distributions made
after December 31, 2007), an annuity plan described in Code Section 403(a), an annuity
contract described in Code Section 403(b), or a qualified plan described in Code Section
401(a), that accepts the Distributee's Eligible Rollover Distribution. The definition of
Eligible Retirement Plan shall also apply in the case of a distribution to a surviving
spouse, or to a spouse or former spouse who is the alternate payee under a qualified
domestic relation order, as defined in Code Section 414(p).
(D) Eligible Rollover Distribution means any distribution of all or any portion of the balance
to the credit of the Distributee, except that an Eligible Rollover Distribution does not
include:
(1) any distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of the
Distributee or the joint lives (or joint life expectancies) of the Distributee and the
Distributee's designated beneficiary, or for a specified period of 10 years or
more;
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(2) any distribution to the extent such distribution is required under Code Section
401(a)(9); and
(3) any other distribution(s) that is reasonably expected to total less than $200
during a year.
Any portion of a distribution that consists of after-tax Employee contributions which are
not includible in gross income may be transferred only to an individual retirement account
or annuity described in Code Section 408(a) or 408(b), a Roth IRA described in Code
Section 408A(b), an annuity contract described in Code Section 403(b), or a qualified
plan described in Code Section 401(a). The plan must agree to separately account for
amounts so transferred (including earnings thereon), including separately accounting for
the portion of such distribution which is includible in gross income and the portion of such
distribution which is not so includible.
8.03 Automatic Rollovers. In the event of a mandatory distribution greater than $1,000 in accordance
with the provisions of Plan Section 7.01, if the Participant does not elect to have such distribution
paid directly to an Eligible Retirement Plan specified by the Participant in a Direct Rollover or to
receive the distribution directly in accordance with Plan Section 7.01, then the Plan Administrator
will pay the distribution in a Direct Rollover to an individual retirement plan designated by the Plan
Administrator. For purposes of determining whether a mandatory distribution is greater than
$1,000, the portion of the Participant's distribution attributable to any rollover contribution is
included.
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ARTICLE IX
DISTRIBUTION REQUIREMENTS
9.01 Definitions.
(A) Designated Beneficiary means the individual who is designated as the Beneficiary
under Plan Section 2.02 and is the Designated Beneficiary under Code Section 401(a)(9)
and Treasury Regulation Section 1.401(a)(9)-4.
(B) Distribution Calendar Year means a calendar year for which a minimum distribution is
required. For distributions beginning before the Participant's death, the first Distribution
Calendar Year is the calendar year immediately preceding the calendar year which
contains the Participant's Required Beginning Date. For distributions beginning after the
Participant's death, the first Distribution Calendar Year is the calendar year in which
distributions are required to begin under Plan Section 9.05.
The required minimum distribution for the Participant's first Distribution Calendar Year will
be made on or before the Participant's Required Beginning Date. The required minimum
distribution for other Distribution Calendar Years, including the required minimum
distribution for the Distribution Calendar Year in which the Participant's Required
Beginning Date occurs, will be made on or before December 31 of that Distribution
Calendar Year.
(C) Life Expectancy means life expectancy as computed by use of the Single Life Table in
Treasury Regulation Section 1.401(a)(9)-9, Q&A-1.
(D) Participant's Account Balance means the account balance as of the last valuation date
in the calendar year immediately preceding the Distribution Calendar Year (valuation
calendar year) increased by the amount of any contributions made or forfeitures allocated
to the account as of dates in the valuation calendar year after the valuation date and
decreased by distributions made in the valuation calendar year after the valuation date.
The account balance for the valuation calendar year includes any amounts rolled over or
transferred to the Plan either in the valuation calendar year or in the Distribution Calendar
Year if distributed or transferred in the valuation calendar year.
(E) Required Beginning Date means April 1 of the calendar year following the later of the
calendar year in which the Participant attains age 70Y: or the calendar year in which the
Participant retires.
9.02 General Rules.
(A) The requirements of this Article IX shall apply to any distribution of a Participant's interest
and will take precedence over any inconsistent provisions of this Plan. Unless otherwise
specified, the provisions of this Article IX apply to calendar years beginning after
December 31, 2002.
(B) All distributions required under this Article IX shall be determined and made in
accordance with the regulations under Code Section 401(a)(9) and the minimum
distribution incidental benefit requirements of Code Section 401(a)(9)(G).
(C) Limits on Distribution Periods. As of the first Distribution Calendar Year, distributions to a
Participant, if not made in a single-sum, may only be made over one of the following
periods:
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(1) the life of the Participant,
(2) the joint lives of the Participant and a Designated Beneficiary,
(3) a period certain not extending beyond the Life Expectancy of the Participant, or
(4) a period certain not extending beyond the joint and last survivor expectancy of
the Participant and a Designated Beneficiary.
9.03 Time and Manner of Distributions.
(A) Required Beginning Date. The Participant's entire interest will be distributed, or begin to
be distributed, to the Participant no later than the Participants Required Beginning Date.
(B) Death of Participant Before Distributions Begin. If the Participant dies before
distributions begin, the Participant's entire interest will be distributed, or begin to be
distributed, no later than as follows:
(1) If the Participant's surviving spouse is the Participant's sole Designated
Beneficiary, then distributions to the surviving spouse will begin by December 31
of the calendar year immediately following the calendar year in which the
Participant died, or by December 31 of the calendar year in which the Participant
would have attained age 70%, if later.
(2) If the Participant's surviving spouse is not the Participant's sole Designated
Beneficiary, then distributions to the Designated Beneficiary will begin by
December 31 of the calendar year immediately following the calendar year in
which the Participant died.
(3) If there is no Designated Beneficiary as of September 30 of the year following the
year of the Participant's death, the Participant's entire interest will be distributed
by December 31 of the calendar year containing the fifth anniversary of the
Participant's death.
(4) If the Participant's surviving spouse is the Participant's sole Designated
Beneficiary and the surviving spouse dies after the Participant but before
distributions to the surviving spouse are required to begin, this Plan Section
9.03(B), other than Plan Section 9.03(B)(1), will apply as if the surviving spouse
were the Participant.
For purposes of this Plan Section 9.03(B) and Plan Section 9.05, unless Plan Section
9.03(B)(4) applies, distributions are considered to begin on the Participant's Required
Beginning Date. If Plan Section 9.03(B)(4) applies, distributions are considered to begin
on the date distributions are required to begin to the surviving spouse under Plan Section
9.03(B)(1). If distributions under an annuity purchased from an insurance company
irrevocably commence to the Participant before the Participant's Required Beginning
Date (or to the Participant's surviving spouse before the date distributions are required to
begin to the surviving spouse under Plan Section 9.03(8)(1)), the date distributions are
considered to begin is the date distributions actually commence.
(C) Form of Distribution. Unless the Participant's interest is distributed in a single sum on or
before the Required Beginning Date, as of the first Distribution Calendar Year
distributions will be made in accordance with sections Plan Sections 9.04 and 9.05.
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9.04 Required Minimum Distributions During Participant's Lifetime.
(A) Amount of Required Minimum Distribution for Each Distribution Calendar Year.
During the Participant's lifetime, the minimum amount that will be distributed for each
Distribution Calendar Year is the lesser of:
(1) the quotient obtained by dividing the Participant's Account Balance by the
distribution period in the Uniform Lifetime Table set forth in Treasury Regulation
Section 1.401(a)(9)-9, Q&A-2, using the Participant's age as of the Participant's
birthday in the Distribution Calendar Year; or
(2) if the Participant's sole Designated Beneficiary for the Distribution Calendar Year
is the Participant's spouse, the quotient obtained by dividing the Participant's
Account Balance by the number in the Joint and Last Survivor Table set forth in
Treasury Regulation Section 1.401(a)(9)-9, Q&A-3, using the Participant's and
spouse's attained ages as of the Participant's and spouse's birthdays in the
Distribution Calendar Year.
(B) Lifetime Required Minimum Distributions Continue Through Year of Participant's
Death. Required minimum distributions will be determined under this Plan Section 9.04
beginning with the first Distribution Calendar Year and continuing up to, and including,
the Distribution Calendar Year that includes the Participant's date of death.
9.05 Required Minimum Distributions After Participant's Death.
(A) Death On or After Date Distributions Begin.
(1) Participant Survived by Designated Beneficiary. If the Participant dies on or after
the date distributions begin and there is a Designated Beneficiary, the minimum
amount that will be distributed for each Distribution Calendar Year after the year
of the Participant's death is the quotient obtained by dividing the Participant's
Account Balance by the longer of the remaining Life Expectancy of the
Participant or the remaining Life Expectancy of the Participant's Designated
Beneficiary, determined as follows:
(a) The Participant's remaining Life Expectancy is calculated using the age
of the Participant in the year of death, reduced by one for each
subsequent year.
(b) If the Participant's surviving spouse is the Participant's sole Designated
Beneficiary, the remaining Life Expectancy of the surviving spouse is
calculated for each Distribution Calendar Year after the year of the
Participant's death using the surviving spouse's age as of the spouse's
birthday in that year. For Distribution Calendar Years after the year of the
surviving spouse's death, the remaining Life Expectancy of the surviving
spouse is calculated using the age of the surviving spouse as of the
spouse's birthday in the calendar year of the spouse's death, reduced by
one for each subsequent calendar year.
(c) If the Participant's surviving spouse is not the Participant's sole
Designated Beneficiary, the Designated Beneficiary's remaining Life
Expectancy is calculated using the age of the beneficiary in the year
following the year of the Participant's death, reduced by one for each
subsequent year.
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(2) No Designated Beneficiary. If the Participant dies on or after the date
distributions begin and there is no Designated Beneficiary as of September 30 of
the year after the year of the Participant's death, the minimum amount that will be
distributed for each Distribution Calendar Year after the year of the Participant's
death is the quotient obtained by dividing the Participant's Account Balance by
the Participant's remaining Life Expectancy calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year.
(B) Death Before Date Distributions Begin.
(1) Participant Survived by Designated Beneficiary. If the Participant dies before the
date distributions begin and there is a Designated Beneficiary, the minimum
amount that will be distributed for each Distribution Calendar Year after the year
of the Participant's death is the quotient obtained by dividing the Participant's
Account Balance by the remaining Life Expectancy of the Participant's
Designated Beneficiary, determined as provided in Plan Section 9.05(A).
(2) No Designated Beneficiary. If the Participant dies before the date distributions
begin and there is no Designated Beneficiary as of September 30 of the year
following the year of the Participant's death, distribution of the Participant's entire
interest will be completed by December 31 of the calendar year containing the
fifth anniversary of the Participant's death.
(3) Death of Surviving Spouse Before Distributions to Surviving Spouse Are
Required to Begin. If the Participant dies before the date distributions begin, the
Participant's surviving spouse is the Participant's sole Designated Beneficiary,
and the surviving spouse dies before distributions are required to begin to the
surviving spouse under Plan Section 9.03(B)(1), this Plan Section 9.05(B) will
apply as if the surviving spouse were the Participant.
9.06 5-Year Rule Permitted for Participants or Beneficiaries. Participants or Beneficiaries may
elect on an individual basis whether the 5-year rule or the life expectancy rule in Plan Sections
9.03(B) or 9.05(B) applies to distributions after the death of a Participant who has a designated
Beneficiary. The election must be made no later than the earlier of September 30 of the calendar
year in which distribution would be required to begin under Plan Section 9.03(B), or by
September 30 of the calendar year which contains the 5th anniversary of the Participant's (or, if
applicable, surviving spouse's) death. If neither the Participant nor Beneficiary makes an election
under this Plan Section, distributions will be made in accordance with Plan Sections 9.03(B) and
9.05(B).
9.07 Required Minimum Distributions under WRERA. Notwithstanding the provisions of the Plan
relating to required minimum distributions ("RMDs") under Code Section 401(a)(9), a Participant
or Beneficiary who would have been required to receive required minimum distributions for 2009
but for the enactment of Code Section 401(a)(9)(H) ("2009 RMDs"), and who would have satisfied
that requirement by receiving distributions that are (1) equal to the 2009 RMDs or(2)one or more
payments in a series of substantially equal distributions (that include the 2009 RMDs) made at
least annually and expected to last for the life (or life expectancy)of the Participant, the joint lives
(or joint life expectancy) of the Participant and the Participant's designated Beneficiary, or for a
period of at least 10 years ("Extended 2009 RMDs"), received such distributions as provided
below:
(A) RMDs for 2009 were continued for Participants or Beneficiaries receiving automatic
installments unless they elected not to receive such distributions.
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•
(B) RMDs for 2009 were suspended for all other Participants or Beneficiaries unless they
elected to receive such distributions.
A direct rollover in accordance with the provisions of Article VIII will be offered only for
distributions that would be eligible rollover distributions without regard to Code Section
401(a)(9)(H).
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ARTICLE X
LIMITATIONS ON ALLOCATIONS
10.01 Definitions.
(A) Annual Additions means the sum of the following amounts allocated on behalf of a
Participant for a Limitation Year:
(1) Employer contributions,
(2) Employee contributions,
(3) forfeitures,
(4) amounts allocated to an individual medical account, as defined in Code Section
415(1)(2), which is part of a pension or annuity plan maintained by the Employer,
are treated as Annual Additions to a defined contribution plan. Also, amounts
derived from contributions paid or accrued which are attributable to post-
retirement medical benefits, allocated to the separate account of a key employee,
as defined in Code Section 419A(d)(3), under a welfare benefit fund, as defined
in Code Section 419(e), maintained by the Employer, are treated as Annual
Additions to a defined contribution plan, and
(5) allocations under a simplified employee pension.
(B) Compensation means wages within the meaning of Code Section 3401(a) and all other
payments of compensation to the Employee by the Employer (in the course of the
Employer's trade or business)for which the Employer is required to furnish the Employee
a written statement under Code Sections 6041(d), 6051(a)(3), and 6052, determined
without regard to any rules under Code Section 3401(a) that limit the remuneration
included in wages based on the nature or location of the employment or the services
performed.
Except as provided herein, Compensation for a Limitation Year is the compensation
actually paid or made available during such Limitation Year. For Limitation Years
beginning on and after July 1, 2007, Compensation shall not include amounts earned but
not paid during the Limitation Year solely because of the timing of pay periods and pay
dates.
For purposes of applying the limitations of Article X, Compensation paid or made
available during a Limitation Year shall include amounts that would otherwise be included
in compensation but for an election under Code Section 125(a), 132(f)(4), 402(e)(3),
402(h)(1)(B), 402(k), or 457(b).
Back pay, within the meaning of Treasury Regulation 1.415(c)-2(g)(8), shall be treated as
Compensation for the Limitation Year to which the back pay relates to the extent the back
pay represents wages and compensation that would otherwise be included under this
definition.
For Limitation Years beginning on and after July 1, 2007, Compensation for a Limitation
Year shall also include compensation paid by the later of 21/2 months after an Employee's
severance from employment with the Employer maintaining the Plan or the end of the
Limitation Year that includes the date of such severance from employment with the
Employer maintaining the Plan (i) if the payment is regular compensation for services
21 G36865 MP
during the Employee's regular working hours, or compensation for services outside the
Employee's regular working hours (such as overtime or shift differential), commissions,
bonuses, or other similar payments, and, absent a severance from employment, the
payments would have been paid to the Employee while the Employee continued in
employment with the Employer, or (ii) the payment is for unused accrued bona fide sick,
vacation or other leave that an Employee would have been able to use if employment
had continued;or(iii)the payment is received by the Employee pursuant to a nonqualified
unfunded deferred compensation plan and would have been paid at the same time if
employment had continued but only to the extent includible in gross income. Any
payments not described above shall not be considered compensation if paid after
severance from employment, even if they are paid within 2'/2 months following severance
from employment or by the end of the Limitation Year that includes the date of severance
from employment.
Effective January 1, 2007, Compensation shall include differential wage payments to an
individual who does not currently perform services for the Employer by reason of qualified
military service (within the meaning of Code Section 414(u)(1)) to the extent those
payments do not exceed the amounts the individual would have received if the individual
had continued to perform services for the Employer rather than entering qualified military
service.
(C) Defined Contribution Dollar Limitation means $40,000, as adjusted pursuant to Code
Section 415(d).
(D) Employer means, for purposes of this Article X, the Employer that adopts this Plan and
all members of a controlled group of corporations (as defined in Code Section 414(b) as
modified by Code Section 415(h)), all commonly controlled trades or businesses (as
defined in Code Section 414(c) as modified by Code Section 415(h)), or affiliated service
groups (as defined in Code Section 414(m)), of which the adopting Employer is a part,
and any other entity required to be aggregated with the Employer pursuant to regulations
under Code Section 414(o).
(E) Limitation Year means the Plan Year. All qualified plans maintained by the Employer
must use the same Limitation Year. If the Limitation Year is amended to a different 12-
consecutive month period, the new Limitation Year must begin on a date within the
Limitation Year in which the amendment is made.
(F) Maximum Annual Additions means the Maximum Annual Addition that may be
contributed or allocated to a Participant's account under the Plan for any Limitation Year.
For Limitation Years beginning on or after January 1, 2002, except for catch up
contributions described in Code Section 414(v), the Annual Addition that may be
contributed or allocated to a Participant's account under the Plan for any Limitation Year
shall not exceed the lesser of:
(1) $40,000, as adjusted for increases in the cost-of-living under Code
Section 415(d), or
(2) 100% of the Participant's compensation for the Limitation Year.
The compensation limitation referred to in (2) above shall not apply to any contribution for
medical benefits after separation from service (within the meaning of Code Sections
401(h) or 419A(f)(2))which is otherwise treated as an Annual Addition.
22 G36865 MP
If a short Limitation Year is created because of an amendment changing the Limitation
Year to a different 12-consecutive month period, the Maximum Annual Additions will not
exceed the Defined Contribution Dollar Limitation multiplied by the following fraction:
Number of months in the short Limitation Year
12
If the Plan is terminated as of a date other than the last day of the Limitation Year, the
Plan is deemed to have been amended to change its Limitation Year and the Maximum
Annual Additions shall be prorated for the resulting short Limitation Year.
10.02 Defined Contribution Plan Allocations. This Plan Section applies if the Participant does not
participate in, and has never participated in, another qualified plan maintained by the Employer;
welfare benefit fund, as defined in Code Section 419(e), maintained by the Employer; or an
individual medical account, as defined in Code Section 415(1)(2), maintained by the Employer; or
a simplified employee pension, as defined in Code Section 408(k), maintained by the Employer,
which provides an Annual Addition as defined in Plan Section 10.01(A). The amount of Annual
Additions which may be allocated under this Plan on a Participant's behalf for a Limitation Year
shall not exceed the lesser of the Maximum Annual Additions or any other limitation contained in
this Plan. If the Employer contribution that would otherwise be contributed or allocated to the
Participant's account would cause the Annual Additions for the Limitation Year to exceed the
Maximum Annual Additions, the amount contributed or allocated will be reduced so that the
Annual Additions for the Limitation Year will equal the Maximum Annual Additions.
10.03 Multiple Defined Contribution Plan Allocations. This Plan Section applies if, in addition to this
Plan, the Participant is covered under any other qualified defined contribution plan maintained by
the Employer; a welfare benefit fund, as defined in Code Section 419(e), maintained by the
Employer; an individual medical account, as defined in Code Section 415(1)(2), maintained by the
Employer; or a simplified employee pension maintained by the Employer as defined in Code
Section 408(k), which provides an Annual Addition as defined in Plan Section 10.01(A), during
any Limitation Year. The amount of Annual Additions which may be allocated under this Plan on a
Participant's behalf for a Limitation Year shall not exceed the Maximum Annual Additions,
reduced by the sum of any Annual Additions allocated to the Participant's account for the same
Limitation Year under such other defined contribution plans, welfare benefit funds, individual
medical accounts, and simplified employee pensions.
If the Annual Additions with respect to the Participant under other defined contribution plans,
welfare benefit funds, individual medical accounts, and simplified employee pensions maintained
by the Employer are less than the Maximum Annual Additions and the Employer contribution that
would otherwise be contributed or allocated to the Individual Participant Account under this Plan
would cause the Annual Additions for the Limitation Year to exceed this limitation, the amount
contributed or allocated shall be reduced so that the Annual Additions under all such plans and
funds for the Limitation Year will equal the Maximum Annual Additions. If the Annual Additions
with respect to the Participant under such other defined contribution plans and welfare benefit
funds, individual medical accounts, and simplified employee pensions in the aggregate are equal
to or greater than the Maximum Annual Additions, no amount will be contributed or allocated to
the Individual Participant Account under this Plan for the Limitation Year.
10.04 Excess Annual Additions. Notwithstanding any provision of the Plan to the contrary, if the
Annual Additions (within the meaning of Code Section 415) are exceeded for any Participant,
then the Plan may only correct such excess in accordance with the Employee Plans Compliance
Resolution System (EPCRS) as set forth in Revenue Procedure 2006-27 or any superseding
guidance, including, but not limited to, the preamble of the final Code Section 415 regulations.
23 G36865 MP
ARTICLE XI
AMENDMENT OF THE PLAN
11.01 Plan Amendment. The Employer shall have the right to amend this Plan, in whole or in part, at
any time.
No amendment to the Plan shall be effective to eliminate or restrict an optional form of benefit.
The preceding sentence shall not apply to a Plan amendment that eliminates or restricts the
ability of a Participant to receive payment of his or her account balance under a particular optional
form of benefit if the amendment provides a single-sum distribution form that is otherwise
identical to the optional form of benefit being eliminated or restricted. For this purpose, a single-
sum distribution form is otherwise identical only if the single-sum distribution form is identical in all
respects to the eliminated or restricted optional form of benefit (or would be identical except that it
provides greater rights to the Participant) except with respect to the timing of payments after
commencement.
11.02 Effect of Change in Plan Year. If the Plan Year is changed to a different 12-consecutive-month
period, the period between the end of the last Plan Year before the change and the beginning of
the first Plan Year as changed shall be treated as a short Plan Year.
The minimum service requirement for Employer contributions in the short Plan Year will be equal
to the minimum service requirement for Employer contributions in a full Plan Year multiplied by
the ratio of the length of the short Plan Year to a full Plan Year.
A Participant who meets the minimum service requirement for Employer contributions in a short
Plan Year will be entitled to have Employer contributions made on his behalf based on his
Compensation for the short Plan Year. In addition, the annual compensation limit described in
Plan Section 2.05 will be adjusted to an amount equal to the otherwise applicable limit multiplied
by a fraction, the numerator of which is the number of months in the short Plan Year, and the
denominator of which is 12.
24 G36865 MP
ARTICLE XII
TERMINATION OF THE PLAN
12.01 Employer's Right to Terminate. The Employer expressly reserves the right to terminate this
Plan and the contributions hereunder by written notice of termination delivered in writing to the
Plan Administrator; provided, however, that it is the express intention of The Employer to continue
the Plan unless changes in business conditions require otherwise. This Plan shall automatically
terminate upon the happening of any of the following events:
(A) the adjudication of the Employer as bankrupt;
(B) the general assignment by the Employer to or for the benefit of creditors; or
(C) the dissolution of the business of the Employer.
However, this Plan may be continued by any successor business organization or any business
organization into which the Employer is merged or consolidated, which employs some or all of the
Participants, if such business organization agrees with the Employer and Plan Administrator in
writing to accept the obligations of this Plan and to continue it in full force and effect in accor-
dance with Plan Section 14.08.
12.02 Effect of Termination. Upon the termination or partial termination of this Plan, each affected
Participants account shall become fully vested and nonforfeitable. The amount to be distributed
to each Participant may be distributed in cash to the Participant.
Unless otherwise directed, in writing, by the Plan Administrator, upon such termination or partial
termination, amounts forfeited which have not been applied previously to reduce the next
contribution of the Employer will be allocated to each Participant's Individual Participant Account
in the same ratio as each Participant's Compensation as of the effective date of such termination
or partial termination bears to the total of such Compensation of all Participants.
25 G36865 MP
ARTICLE XIII
PLAN ADMINISTRATOR
13.01 Acceptance. The Plan Administrator shall evidence his acceptance of the responsibilities of Plan
Administrator by executing the Plan. If more than one person is designated as Plan Administrator,
the committee formed will be referred to as the administrative committee. The Plan Administrator
shall have the responsibility for the administration of this Plan.
13.02 Duties and Responsibilities. The Plan Administrator shall have the exclusive duty and
discretionary authority to interpret the provisions of this Plan, to direct its administration and to
decide any disputes which may arise in regard to the rights of the Employer or any Employee,
Participant or Beneficiary under it. The Plan Administrator shall interpret and apply all provisions
of this Plan in a manner which is uniformly and consistently applicable to all Employees,
Participants and Beneficiaries under similar circumstances. The Plan Administrator shall have all
the powers necessary to accomplish his duties under this Plan.
In addition to the duties set out elsewhere in this Plan, the Plan Administrator's duties include, but
are not limited to the following:
(A) to determine all questions that relate to the eligibility of Employees to participate in or
remain Participants under this Plan;
(B) to compute and certify the amount and kind of benefits to which any Participant is
entitled;
(C) to maintain all necessary records for the administration of this Plan;
(D) to interpret the provisions of this Plan and make and publish rules which are not
inconsistent with its terms;
(E) to determine the amount and type of Pension Contract to be purchased from an
insurance company; and
(F) to assist any Employee, Participant or Beneficiary with regard to any rights, benefits and
elections available under this Plan.
The Plan Administrator also shall be responsible for the preparation and filing of such information
and reports as may be required by law.
The Plan Administrator must furnish to each Participant covered under this Plan, to each
Beneficiary who is entitled to receive benefits, and to each alternate payee as determined
pursuant to Code Section 414(p), such information and reports as may be required by law.
The Plan Administrator shall make copies of the Plan description, the latest annual report, and
any bargaining agreement or other instruments under which this Plan was established or is
operated available for examination by any Employee, Participant or Beneficiary in the principal
office of the Employer or Plan Administrator and such other places as may be necessary to make
available all pertinent information to all Participants.
The Plan Administrator may request such variances, extensions or exemptions for this Plan as
may be available under this Plan when he determines it to be in the best interest of the
Participants and their Beneficiaries.
26 G36865 MP
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• r ,
13.03 Allocation and Delegation of Responsibilities. The Plan Administrator may engage agents to
assist him in carrying out his functions.
If there is an administrative committee, its members are expressly authorized to allocate
responsibilities to named persons or parties, provided such allocation or delegation is evidenced
in writing.
13.04 Plan Expenses. All reasonable expenses of administration may be paid out of Plan assets
unless paid (or reimbursed) by the Employer. Such expenses shall include any expenses incident
to the functioning of the Plan Administrator, or any person or persons retained or appointed by
the Plan Administrator incident to the exercise of his duties under the Plan, including, but not
limited to, fees of accountants, counsel, Investment Managers, agents (including nonfiduciary
agents) appointed for the purpose of assisting the Plan Administrator in carrying out the
instructions of Participants as to the directed investment of their accounts (if permitted) and other
specialists and their agents, and other costs of administering the Plan. In addition, unless
specifically prohibited under statute, regulations or other guidance of general applicability, the
Plan Administrator may charge to the Individual Participant Account a reasonable charge to offset
the cost of making a distribution to the Participant, Beneficiary, or alternate payee (as defined in
Code Section 414(p)(8)). Until paid, the expenses shall constitute a liability of the Plan.
13.05 Information by Employer. The Employer shall supply full and timely information to the Plan
Administrator to enable it to perform his functions. Such information includes the compensation of
all Participants, their continuous regular employment, their retirement, death, disability or
termination of employment and all other pertinent facts that the Plan Administrator may require.
The Plan Administrator is entitled to rely on such information as is supplied by the Employer and
shall have no duty or responsibility to verify such information.
13.06 Administrative Committee. If the Plan Administrator is an administrative committee, all acts and
decisions of the administrative committee shall be by a vote of the majority of them; provided,
however, that the signature of any member of the administrative committee on any contract or
other document shall be sufficient evidence to any party that such contract or document is valid
and in accordance with the terms of this Plan.
13.07 Resignation or Removal. The Plan Administrator, or any member of the administrative
committee, may resign at any time. He shall deliver to the Employer a written notice of resignation
to take effect at a date specified therein, which shall be not less than 30 days after the delivery of
the notice, unless such notice shall be waived.
The Employer may remove the Plan Administrator, with or without cause, by delivery of a written
notice of removal to take effect at a date specified therein, which shall be not less than 30 days
after delivery of the notice, unless such notice shall be waived.
Upon such resignation or removal, the Employer shall promptly name a successor Plan
Administrator who must signify his acceptance of this position in writing. In the event no
successor is appointed, the Employer will function as the administrator until a Plan Administrator
has been designated and has accepted such appointment.
13.08 Reliance. No party who had previous dealing with the Plan Administrator or administrative
committee shall be chargeable with the knowledge of the appointment of a new Plan
Administrator or a change in the signature requirement to bind the committee until the other party
is furnished with a notice of such change at its home office. Until then, the other party is fully
protected in relying upon any action taken or signature presented in accordance with the
information previously received.
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13.09 Standard of Conduct. The Plan Administrator shall discharge his duties solely in the interest of
the Participants and their Beneficiaries and for the purpose of providing benefits to the
Participants and their Beneficiaries and defraying reasonable expenses of administering this
Plan. The Plan Administrator shall act with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and with like aims.
Such conduct must be in accordance with the documents and instruments which govern this Plan
insofar as such documents and instruments are consistent with this standard.
13.10 Loans. The Plan Administrator may not make loans from the Plan.
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ARTICLE XIV
MISCELLANEOUS PROVISIONS
14.01 Effect of Participation. Neither the establishment of this Plan nor any modification of it, nor the
creation of any fund or account, nor the payment of any benefits, shall be construed as giving any
legal or equitable right to any Participant or Beneficiary or other person against the Employer, its
officers and Employees, or the Plan Administrator, except as provided herein. Participation in this
Plan shall not give any Participant the right to be retained in the employ of the Employer. The
Employer reserves the right to discharge any Employee at any time with or without cause, and
any Employee so discharged shall have only such rights or interest in this Plan as may be
specifically provided herein.
14.02 Word Usage. Words used herein in the masculine gender shall be read and construed as though
they were also used in the feminine gender in all cases where they would so apply. Words used
herein in the singular form shall be read and construed as though they were also used in the
plural form in all cases where they would so apply, and vice versa.
14.03 State Law. To the extent the provisions of this Plan are not superseded by federal statutes, the
validity, construction, and administration of this Plan shall be determined according to the laws of
the State in which the Employer maintains its principal office.
14.04 Transferability Restricted. Any annuity policy distributed to a Participant through the Plan must
contain a provision that it will be nontransferable.
The terms of any annuity contract purchased and distributed by the Plan to a Participant or
spouse shall comply with the requirements of this Plan.
14.05 Plan is Binding. This Plan shall be binding upon the Beneficiary and the heirs, executors,
administrators, distributees and assigns of each Participant, and the successors or assigns of the
Plan Administrator.
14.06 Plan Provisions Shall Control. In the event of a conflict between the provisions of this Plan and
any contract issued hereunder, the provisions of this Plan shall control.
14.07 Distribution for Minor or Incompetent Beneficiary. In the event a distribution is to be made to
a minor or incompetent Beneficiary, then the Plan Administrator may direct that such distribution
be paid to the legal guardian, or if none in the case of a minor Beneficiary, to a parent of such
Beneficiary or a responsible adult with whom the Beneficiary maintains residence, or to the
custodian for such Beneficiary under the Uniform Transfer to Minors Act or Transfer to Minors
Act, if such is permitted by the laws of the state in which said Beneficiary resides. Such a
payment to the legal guardian, custodian or parent of a minor or incompetent Beneficiary shall
fully discharge the Employer and Plan from further liability on account thereof.
14.08 Return of Contributions. Any contribution made by the Employer because of a mistake of fact
must be returned to the Employer within one (1) year of the contribution. Any contribution made
by the Employer for which the deduction is disallowed under Code Section 404 shall be returned
(to the extent the deduction is disallowed) to the Employer within one (1) year after the
disallowance of the deduction.
In the event that the Commissioner of Internal Revenue determines that the Plan is not initially
qualified under the Internal Revenue Code, any contribution made incident to that initial
qualification by the Employer must be returned to the Employer within one (1) year after the date
the initial qualification is denied, but only if the application for the qualification is made by the time
29 G36865 MP
.
prescribed by law for filing the Employer's return for the taxable year in which the Plan is adopted,
or such later date as the Secretary of the Treasury may prescribe.
14.09 Qualified Domestic Relations Order. As set forth in Code Section 414(p)(11), a distribution
from the Plan shall be treated as a Qualified Domestic Relations Order (QDRO) if it is made in
accordance with a domestic relations order. Such domestic relations order must create or
recognize the existence of an alternate payee's right to, or assign to an alternate payee the right
to, receive all or a portion of the benefits payable with respect to a Participant under the Plan. The
benefit payable:
(A) if not greater than $5,000, shall be distributed to the alternate payee in a lump sum as
soon as practicable following the determination that the domestic relations order is a
QDRO.
(B) if greater than $5,000, shall be distributed as elected by the alternate payee to the
alternate payee in a lump sum or in a form of benefit otherwise available under the Plan
as soon as practicable following the determination that the domestic relations order is a
QDRO, provided that the alternate payee has so elected in a written form acceptable to
the Plan Administrator.
For purposes of this Plan Section 14.09, the term "alternate payee" shall have the same meaning
as that set forth in Code Section 414(p)(8), and the term "domestic relations order" shall have the
same meaning as that set forth in code Section 414(p)(1)(B).
Effective April 6, 2007, a domestic relations order that otherwise satisfies the requirements for a
QDRO will not fail to be a QDRO solely because the order is issued after, or revises, another
domestic relations order or QDRO, or solely because of the time at which the order is issued,
including issuance after the annuity starting date of after the Participant's death. A domestic
relations order described herein is subject to the same requirements and protections of a QDRO.
30 G36865 MP
EXECUTION OF DOCUMENT
The Employer, by executing this document, acknowledges that it has read this Plan in its entirety, that this
Plan is suitable for its purposes, and that it accepts full responsibility for its participation hereunder. The
Employer also agrees to perform the duties of Plan Administrator for the Plan.
Executed at
•
City State
this_day of , 20 .
Employer/Plan Administrator: City of Carmel, Indiana
By:
Name and Title
Signature Page Attached
31 G36865 MP
IN WITNESS WHEREOF the City has caused this restatement to be executed by its duly
authorized officers this ti PA day of 'newt , 2013, to be effective January 1,
2013.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
4rain&dsidingOficer A Date -
A 0,„,, . r 9-/ 3
Ma y An Burke, Board Member Date
/ '/9 / 3
Lori Watson a•ardMember Date
ATTEST: n
�t_Q� � �-✓---- ) - 1 - 1 j
Diana Cordray, 'IAM�t, Clerk-Treasurer Date