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AUL Eligble 457 Proto Type Trust Agreement/HR c/ AMERICAN UNITED LIFE INSURANCE COMPANY® ELIGIBLE 457 PROTOTYPE PLAN AND TRUST AGREEMENT Eligible 457 Prototype Plan AMERICAN UNITED LIFE INSURANCE COMPANY® ELIGIBLE 457 PROTOTYPE PLAN AND TRUST AGREEMENT American United Life Insurance Company®, in Plan to Compensation is a reference to the definition its capacity as Eligible 457 Prototype Plan Sponsor, in this Section 1.05 unless the Plan reference establishes this Eligible 457 Prototype Plan intended specifies a modification to this definition or the be an "eligible deferred compensation plan" as Employer in the Adoption Agreement elects a defined in Code §457(b) of the Internal Revenue modification. The Plan Administrator will take into Code of 1986, as amended. An Employer establishes account only Compensation actually paid for the a Plan and if applicable, a Trust under this Eligible relevant period. A Compensation payment includes 457 Prototype Plan by executing an Adoption Compensation paid by the Employer through another Agreement. If the Employer adopts this Plan as a person under the common paymaster provisions in restated Plan in substitution for, and in amendment Code §§3121 and 3306. See Section 1.15 as to of, an existing plan, the provisions of this Plan, as a Compensation for an Independent Contractor. restated Plan, apply solely to an Employee on or after Compensation also includes any amount that the the restated Effective Date of the Employer's Plan. If Internal Revenue Service in published guidance an Employee incurs a Severance from Employment declares to constitute compensation for purposes of a prior to the restated Effective Date, that Employee is 457 Plan. entitled to benefits under the Plan as the Plan existed on the date of the Employee's Severance from (A) "W-2 Wages" W-2 wages means wages for Employment. federal income tax withholding purposes, as defined under Code §3401(a), plus all other payments to an ARTICLE I Employee in the course of the Employer's trade or DEFINITIONS business, for which the Employer must furnish the Employee a written statement under Code §§6041, 1.01 "Account"means the separate Account(s) 6051 and 6052, but determined without regard to any which the Plan Administrator or the Trustee rules that limit the remuneration included in wages maintains under the Plan for a Participant's Deferred based on the nature or location of the employment or Compensation. The Plan Administrator or Trustee services performed (such as the exception for may establish separate Accounts for multiple agricultural labor in Code§3401(a)(2)). Beneficiaries of a Participant to facilitate required minimum distributions under Section 4.03 based on (B) Modification to Compensation. The Employer each Beneficiary's life expectancy. must specify in its Adoption Agreement the Compensation the Plan Administrator is to take into 1.02 "Accounting Date" means the last day of account in allocating Deferral Contributions to a the Plan Year. The Plan Administrator will allocate Participant's Account. For all Plan Years other than Employer contributions and forfeitures for a the Plan Year in which the Employee first becomes a particular Plan Year as of the Accounting Date of that Participant, the Plan Administrator will take into Plan Year, and on such other dates, if any,as the Plan account only the Compensation determined for the Administrator determines, consistent with the Plan's portion of the Plan Year in which the Employee allocation conditions and other provisions. actually is a Participant. 1.03 `Beneficiary" means a person who the (C) Elective Contributions. Compensation under Plan or a Participant designates and who is or may Section 1.05 includes Elective Contributions unless become entitled to a Participant's Account upon the the Employer in its Adoption Agreement elects to Participant's death. A Beneficiary who becomes exclude Elective Contributions. "Elective entitled to a benefit under the Plan remains a Contributions" are amounts excludible from the Beneficiary under the Plan until the Plan Employee's gross income under Code §§125, Administrator or Trustee has fully distributed to the 132(1)(4), 402(e)(3), 402(h)(1)(B), 403(b), 408(p) or Beneficiary his/her Plan benefit. A Beneficiary's 457, and contributed by the Employer, at the right to (and the Plan Administrator's or a Trustee's Employee's election, to a cafeteria plan, a qualified duty to provide to the Beneficiary) information or transportation fringe benefit plan, a 401(k) data concerning the Plan does not arise until the arrangement, a SARSEP, a tax-sheltered annuity, a Beneficiary first becomes entitled to receive a benefit SIMPLE plan or a Code §457 plan. under the Plan. 1.06 "Deferral Contributions" means as the 1.04 "Code" means the Internal Revenue Code Employer elects in Adoption Agreement Section of 1986,as amended. 3.01, Salary Reduction Contributions, Nonclectivc Contributions and Matching Contributions. The Plan 1.05 "Compensation" for purposes of Administrator in applying the Code§457(b) limit will allocating Deferral Contributions means W-2 wages take into account Deferral Contributions in the plus Elective Contributions. Any reference in this Taxable Ycar in which deferred, or if later, in the © Copyright 2005 SunGard Corbel 2/05 Eligible 457 Prototype Plan Taxable Year in which the Deferral Contributions are Employee's gross income under Code §§401(k), no longer subject to a Substantial Risk of Forfeiture. 403(b), 125 or 132(f)(4) or any other amount The Plan Administrator in determining the amount of excludible from the Employee's gross income for a Participant's Deferral Contributions disregards the Federal income tax purposes. The Employer will net income, gain and loss attributable to Deferral determine Includible Compensation without regard to Contributions unless the Deferral Contributions are community property laws. subject to a Substantial Risk of Forfeiture. If a Deferral Contribution is subject to a Substantial Risk 1.15 "Independent Contractor" means any of Forfeiture, the Plan Administrator takes into the individual who performs service for the Employer Deferral Contribution as adjusted for allocable net and who the Employer does not treat as an Employee income, gain or loss in the Taxable Year in which the or a Leased Employee. The Employer in the Substantial Risk of Forfeiture lapses. Adoption Agreement may elect to permit Independent Contractors to participate in the Plan. To 1.07 "Deferred Compensation" means as to a the extent that the Employer permits Independent Participant the amount of Deferral Contributions, Contractor participation, references to Employee in Rollover Contributions and Transfers adjusted for the Plan include Independent Contractors and allocable net income, gain or loss, in the Participant's Compensation means the amounts the Employer pays Account. to the Independent Contractor for services, except as the Employer otherwise specifies in its Adoption 1.08 "Effective Date" of this Plan is the date Agreement the Employer specifies in the Adoption Agreement. The Employer in the Adoption Agreement may elect 1.16 "Leased Employee" means an Employee special effective dates for Plan provisions the within the meaning of Code§414(n). Employer specifies provided any such date(s) are permitted by the Code, by Treasury regulations, or by 1.17 "Matching Contribution" means an other applicable guidance. Employer fixed or discretionary contribution made or forfeiture allocated on account of Salary Reduction 1.09 "Employee" means an individual who Contributions. provides services for the Employer,as a common law employee of the Employer. The Employer in its 1.18 "Nonelective Contribution" means an Adoption Agreement must elect or specify any Employer fixed or discretionary contribution not Employee, or class of Employees, not eligible to made as a result of a Salary Reduction Agreement participate in the Plan (an "Excluded Employee"). and which is not a Matching Contribution. See Section 1.15 regarding potential treatment of an Independent Contractor as an Employee. 1.19 "Normal Retirement Age" means the age the Employer specifies in the Adoption 1.10 "Employer" means an employer who Agreement consistent with Section 3.05(B). adopts this Plan by executing an Adoption Agreement. 1.20 "Participant" is an Employee other than an Excluded Employee who becomes a Participant in 1.11 "Employer Contribution" means accordance with the provisions of Section 2.01. Nonelective Contributions or Matching Contributions. 1.21 "Plan" means the 457 plan established or continued by the Employer in the form of this basic 1.12 "ERISA" means the Employee Plan and (if applicable) Trust Agreement, including Retirement Income Security Act of 1974, as the Adoption Agreement under which the Employer amended. has elected to participate in this Eligible 457 Prototype Plan. The Employer in the Adoption 1.13 "Excess Deferrals" means Deferral Agreement must designate the name of the Plan. The Contributions to a Governmental Eligible 457 Plan or Plan maintained by each adopting Employer is a to a Tax-Exempt Organization Eligible 457 Plan for a separate Plan, independent from the plan of any other Participant that exceed the Taxable Year maximum Employer adopting this Eligible 457 Prototype Plan. limitation of Code§§457(b)and(e)(18). All section references within the Plan are Plan section references unless the context clearly indicates 1.14 "Includible Compensation" means, for otherwise. the Employee's Taxable Year, the Employee's total Compensation within the meaning of Code 1.22 "Plan Administrator" is the Employer §415(c)(3) paid to an Employee for services rendered unless the Employer designates another person to to the Employer. Includible Compensation includes hold the position of Plan Administrator. The Plan Deferral Contributions under the Plan, compensation Administrator may be a Participant. deferred under any other plan described in Code §457, and any amount excludible from the © Copyright 2005 SunGard Corbel 2/05 2 Eligible 457 Prototype Plan 1.23 "Plan Entry Date" means the dates the resumption of employment(or, if sooner, for a period Employer elects in Adoption Agreement Section equal to three times the period of the interniption or 2.01. leave). The Employer shall make appropriate make- up Nonelectivc Contributions and Matching 1.24 "Plan Year" means the consecutive 12- Contributions for such a Participant as required under month period the Employer elects in the Adoption Code §414(u). The Plan shall apply limitations of Agreement. Article III to all Deferral Contributions under this paragraph with respect to the year to which the 1.25 "Rollover Contribution" means the Deferral Contribution relates. amount of cash or property which an eligible retirement plan described in Code §402(c)(8)(B) (B) "Continuous Service" as the Adoption distributes to an eligible Employee or to a Participant Agreement describes means Service with the in an eligible rollover distribution under Code Employer during which the Employee does not incur §402(c)(4) and which the eligible Employee or a Severance from Employment. Participant transfers directly or indirectly to a Governmental Eligible 457 Plan. A Rollover (C) "Severance from Employment." Contribution includes net income, gain or loss attributable to the Rollover Contribution. A Rollover (I) Employee. An Employee has a Severance Contribution excludes after-tax Employee from Employment when the Employee ceases to be contributions, as adjusted for net income, gain or an Employee of the Employer.A Participant does not loss. incur a Severance from Employment if,in connection with a change in employment, the Participant's new 1.26 "Salary Reduction Agreement" means a employer continues or assumes sponsorship of the written agreement between a Participant and the Plan or accepts a Transfer of Plan assets as to the Employer, by which the Employer reduces the Participant. Participant's Compensation for Compensation not available as of the date of the election and contributes (2) Independent Contractor. An Independent the amount as a Salary Reduction Contribution to the Contractor has a Severance from Employment when Participant's Account. the contract(s) under which the Independent Contractor performs services for the Employer 1.27 "Salary Reduction Contribution" means expires (or otherwise terminates), unless the a contribution the Employer makes to the Plan Employer anticipates a renewal of the contractual pursuant to a Participant's Salary Reduction relationship or the Independent Contractor becoming Agreement. an Employee. The Employer anticipates renewal if it intends to contract for the services provided under the 1.28 "Service" means any period of time the expired contract and neither the Employer nor the Employee is in the employ of the Employer. In the Independent Contractor has eliminated the case of an Independent Contractor, Service means Independent Contractor as a potential provider of any period of time the Independent Contractor such services under the new contract. Further, the performs services for the Employer on an Employer intends to contract for services conditioned independent contractor basis. An Employee or only upon the Employer's need for the services Independent Contractor terminates Service upon provided under the expired contract or the incurring a Severance from Employment. Employer's availability of funds. Notwithstanding the preceding provisions of this Section 1.30, the (A) Qualified Military Service. Service includes Plan Administrator will consider an Independent any qualified military service the Plan must credit for Contractor to have incurred a Severance from contributions and benefits in order to satisfy the Employment: (a) if the Plan Administrator or Trustee crediting of Service requirements of Code §414(u). A will not pay any Deferred Compensation to an Participant whose employment is interrupted by Independent Contractor who is a Participant before a qualified military service under Code §414(u) or who date which is at least twelve months after the is on a leave of absence for qualified military service expiration of the Independent Contractor's contract under Code §414(u) may elect to make additional (or the last to expire of such contracts) to render Salary Reduction Contributions upon resumption of Services to the Employer; and (b) if before the employment with the Employer equal to the applicable twelve-month payment date, the maximum Deferral Contributions that the Participant Independent Contractor performs Service as an could have elected during that period if the Independent Contractor or as an Employee, the Plan Participant's employment with the Employer had Administrator or Trustee will not pay to the continued (at the same level of Compensation) Independent Contractor his/her Deferred without the interruption of leave, reduced by the Compensation on the applicable date. Deferral Contributions, if any, actually made for the Participant during the period of the interruption or 1.29 "State" means (a) one of the 50 states of leave. This right applies for five years following the the United States or the District of Columbia, or(b) a Copyright 2005 SunGard Corbel 2/05 3 Eligible 457 Prototype Plan political subdivision of a State, or any agency or ARTICLE II instrumentality of a State or its political subdivision. PARTICIPATION IN PLAN A State does not include the federal government or any agency or instrumentality thereof. 2.01 ELIGIBILITY. Each Employee who is not an Excluded Employee becomes a Participant in 1.30 A "Substantial Risk of Forfeiture" the Plan in accordance with the eligibility conditions exists if the Plan expressly conditions a Participant's and as of the Plan Entry Date the Employer elects in right to Deferred Compensation upon the its Adoption Agreement. If this Plan is a restated Participant's future performance of substantial Plan, each Employee who was a Participant in the Service for the Employer. Plan on the day before the Effective Date continues as a Participant in the Plan, irrespective of whether 1.31 "Tax-Exempt Organization" means any he/she satisfies the eligibility conditions in the tax-exempt organization other than a governmental restated Plan, unless the Employer indicates unit or a church or qualified church-controlled otherwise in the Adoption Agreement. organization within the meaning of Code§3121(n). 2.02 PARTICIPATION UPON RE- 1.32 "Taxable Year" means the calendar year EMPLOYMENT. A Participant who incurs a or other taxable year of a Participant. Severance from Employment will re-enter the Plan as a Participant on the date of his/her re-employment. 1.33 "Transfer" means a transfer of Eligible An Employee who satisfies the Plan's eligibility 457 Plan assets to another Eligible 457 Plan which is conditions but who incurs a Severance from not a Rollover Contribution and which is made in Employment prior to becoming a Participant will accordance with Section 9.03. become a Participant on the later of the Plan Entry Date on which he/she would have entered the Plan 1.34 "Trust" means the Trust created under had he/she not incurred a Severance from the adopting Employer's Plan. The Trust created and Employment or the date of his/her re-employment. established under the adopting Employer's Plan is a Any Employee who incurs a Severance from separate Trust, independent of the trust of any other Employment prior to satisfying the Plan's eligibility Employer adopting this Eligible 457 Prototype Plan. conditions becomes a Participant in accordance with A Trust required under a Governmental Eligible 457 Adoption Agreement Section 2.01. Plan is subject to Article VIII. Any Trust under a Tax-Exempt Organization Eligible 457 Plan is 2.03 CHANGE IN EMPLOYEE STATUS. If a subject to Section 5.09. Participant has not incurred a Severance from Employment but ceases to he eligible to participate in 1.35 "Trustee" means the person or persons the Plan, by reason of becoming an Excluded who as Trustee execute the Employer's Adoption Employee, the Plan Administrator must treat the Agreement, or any successor in office who in writing Participant as an Excluded Employee during the accepts the position of Trustee. period such a Participant is subject to the Adoption Agreement exclusion. The Plan Administrator 1.36 Type of 457 Plan. The Employer in the determines a Participant's sharing in the allocation of Adoption Agreement must specify both the sponsor Employer Contributions by disregarding his/her type and plan type from the following: Compensation paid by the Employer for services rendered in his/her capacity as an Excluded Employee. However, during such period of (A) "Governmental Eligible 457 Plan" means an exclusion, the Participant, without regard to Eligible 457 Plan established by a State. employment classification, continues to share fully in Plan income allocations under Section 5.07 and to accrue vesting service if applicable. (B) "Tax-Exempt Organization Eligible 457 Plan" means an Eligible 457 Plan established by a Tax- ARTICLE III Exempt Organization. DEFERRAL CONTRIBUTIONS/LIMITATIONS (C) "Eligible 457 Plan" means a plan which 3.01 AMOUNT. satisfies the requirements of Code §457(b) and Treas. Reg. §§1.457-3 through -10. (A) Contribution Formula. For each Plan Year, or other period the Employer specifies in the Adoption Agreement, the Employer will contribute to the Plan 1.37 `Nested" means a Participant's Deferral the type and amount of Deferral Contributions the Contributions that are not subject to a Substantial Employer elects in its Adoption Agreement. Risk of Forfeiture, including a vesting schedule. (B) Return of Contributions. The Employer contributes to this Plan on the condition its © Copyright 2005 SunGard Corbel 2/05 4 Eligible 457 Prototype Plan contribution is not due to a mistake of fact. If the Reduction Agreement elects otherwise, the Plan has a Trust, the Trustee, upon written request Participant's Salary Reduction Agreement shall from the Employer, must return to the Employer the continue to apply during the Participant's leave of amount of the Employer's contribution (adjusted for absence or the Participant's disability (as the Plan net income, gain or loss) made by the Employer on Administrator shall establish), if the Participant has account of a mistake of fact. The Trustee will not Compensation other than imputed compensation or return any portion of the Employer's contribution disability benefits. under the provisions of this paragraph more than one year after the Employer made the contribution on 3.03 MATCHING CONTRIBUTIONS. The account of a mistake of fact. In addition, if any Employer in the Adoption Agreement must elect Participant Salary Reduction Contribution is due to a whether the Plan permits Matching Contributions mistake of fact, the Employer or the Trustee upon and, if so, the type(s) of Matching Contributions, the written request from the Employer shall return the time period applicable to any Matching Contribution Participant's contribution (adjusted for net income, formula, and as applicable, the amount of Matching gain or loss), within one year after payment of the Contributions and the Plan limitations, if any, which contribution. apply to Matching Contributions. Any Matching Contributions apply to Normal Retirement Age The Trustee will not increase the amount of the catch-up contributions and to age 50 catch-up Employer contribution returnable under this Section contributions, if any, unless the Employer elects 3.01 for any earnings attributable to the contribution, otherwise in the Adoption Agreement. but the Trustee will decrease the Employer contribution returnable for any losses attributable to 3.04 NORMAL LIMITATION. Except as it.The Trustee may require the Employer to furnish it provided in Sections 3.05 and 3.06, a Participant's whatever evidence the Trustee deems necessary to maximum Deferral Contributions (excluding enable the Trustee to confirm the amount the Rollover Contributions and Transfers)under this Plan Employer has requested be returned is properly for a Taxable Year may not exceed the lesser of returnable. (a) The applicable dollar amount as (C) Time of Payment of Contribution. If the Plan specified under Code §457(e)(15) (or, beginning has a Trust, the Employer may pay its contributions January 1, 2006) such larger amount as the for each Plan Year to the Trust in one or more Commissioner of the Internal Revenue may installments and at such time(s) as the Employer prescribe),or determines, without interest. A Governmental Employer shall deposit Salary Reduction (b) 100% of the Participant's Includible Contributions to the Trust within a period that is not Compensation for the Taxable Year. longer than is reasonable for the administration of Participant Accounts. 3.05 NORMAL RETIREMENT AGE CATCH-UP CONTRIBUTION. For one or more of 3.02 SALARY REDUCTION CONTRIBU- the Participant's last three Taxable Years ending TIONS. The Employer in the Adoption Agreement before the Taxable Year in which the Participant must elect whether the Plan permits Salary Reduction attains Normal Retirement Age, the Participant's Contributions, and also the Plan limitations, if any, maximum Deferral Contributions may not exceed the which apply to Salary Reduction Contributions. lesser of Unless the Employer elects otherwise in the Adoption Agreement, all such limitations apply on a payroll (a) Twice the dollar amount under Section basis. 3.04(a) normal limitation, or (b) the underutilized limitation. (A) Deferral from Sick, Vacation and Back Pay. The Employer in the Adoption Agreement must elect (A) Underutilized Limitation. A Participant's whether to permit Participants to make Salary underutilized limitation is equal to the sum of (i) the Reduction Contributions from accumulated sick pay, normal limitation for the Taxable Year, and (ii) the from accumulated vacation pay or from back pay. normal limitation for each of the prior Taxable Years of the Participant commencing after 1978 during (B) Automatic Enrollment. The Employer in the which the Participant was eligible to participate in the Adoption Agreement may provide for automatic Plan and the Participant's Deferral Contributions Salary Reduction Contributions of a specified were subject to the normal limitation or any other amount, subject to giving notice to affected Code §457(b) limit, less the amount of Deferral Participants of the automatic election and of their Contributions for each such prior Taxable Year, right to make a contrary election. excluding age 50 catch-up contributions. (C) Application to Leave of Absence and (B) Normal Retirement Age. Normal Retirement Disability. Unless a Participant in his/her Salary Age is the age the Employer specifies in the © Copyright 2005 SunGard Corbel 2/05 5 Eligible 457 Prototype Plan Adoption Agreement provided that the age may not 3.07 CONTRIBUTION ALLOCATION. The be: (i) earlier than the earliest of age 65 or the age at Plan Administrator will allocate to each Participant's which Participants have the right to retire and receive Account his/her Deferral Contributions. The under the Employer's defined benefit plan (or money Employer will allocate Employer Nonelective and purchase plan if the Participant is not eligible to Matching Contributions to the Account of each participate in a defined benefit plan) immediate Participant who satisfies the allocation conditions in retirement benefits without actuarial or other Adoption Agreement Section 3.08 in the following reduction because of retirement before a later manner: specified age; or(ii)later than age 701/2. (a) Fixed match. To the extent the Employer (1) Participant Designation. The Employer in makes Matching Contributions under a fixed the Adoption Agreement may permit a Participant to Adoption Agreement formula,the Plan Administrator designate his/her Normal Retirement Ace as any age will allocate the Matching Contribution to the including or between the foregoing ages. Account of the Participant on whose behalf the Employer makes that contribution. A fixed Matching (2) Multiple 457 Plans. If the Employer Contribution formula is a formula under which the maintains more than one Eligible 457 Plan, the Plans Employer contributes a specified percentage or dollar may not permit any Participant to have more than one amount on behalf of a Participant based on that Normal Retirement Age under the Plans. Participant's Salary Reduction Contributions. (3) Police and Firefighters. In a Governmental (b) Discretionary match. To the extent the Eligible 457 Plan with qualified police or firefighter Employer makes Matching Contributions under a Participants within the meaning of Code discretionary Adoption Agreement formula, the Plan §415(b)(2)(H)(ii)(I), the Employer in the Adoption Administrator will allocate the Matching Agreement may elect (or permit the qualified Contributions to a Participant's Account in the same Participants to elect) a Normal Retirement Age as proportion that each Participant's Salary Reduction early as age 40 and as late as age 701/2. Contributions taken into account under the formula bear to the total Salary Reduction Contributions of all (C) Pre-2002 Coordination. In determining a Participants. Participant's underutilized limitation, the Plan Administrator, in accordance with Treas. Reg. (c) Tiered match. If the Matching Contribution §I.457-4(c)(3)(iv), must apply the coordination rule formula is a tiered formula, the Plan Administrator in effect under now repealed Code §457(c)(2). The will allocate separately the Matching Contributions Plan Administrator also must determine the normal with respect to each tier of Salary Reduction limitation for pre-2002 Taxable Years in accordance Contributions, in accordance with the tiered formula. with Code§457(b)(2)as then in effect. (d) Discretionary nonelective. The Plan 3.06 AGE 50 CATCH-UP CONTRIBUTION. Administrator will allocate discretionary Nonelective An Employer sponsoring a Governmental Eligible Contributions for a Plan Year in the same ratio that 457 Plan must specify in the Adoption Agreement each Participant's Compensation for the Plan Year whether the Participants are eligible to make age 50 bears to the total Compensation of all Participants for catch-up contributions. the Plan Year, unless the Employer elects otherwise in the Adoption Agreement. If an Employer elects to permit age 50 catch-up contributions, all Employees who are eligible to (e) Fixed nonelective. The Plan Administrator make Salary Reduction Contributions under this Plan will allocate fixed Nonelective Contributions for a and who have attained age 50 before the close of the Plan Year in the same ratio that each Participant's Taxable Year are eligible to make age 50 catch-up Compensation for the Plan Year bears to the total contributions for that Taxable Year in accordance Compensation of all Participants for the Plan Year, with,and subject to the limitations of, Code §414(v). unless the Employer elects otherwise in the Adoption Such catch-up contributions are not taken into Agreement. account for purposes of the provisions of the plan implementing the required limitations of Code §457. 3.08 ALLOCATION CONDITIONS. The Plan If, for a Taxable Year, an Employee makes a catch- Administrator will determine the allocation up contribution under Section 3.05, the Employee is conditions applicable to Nonelective Contributions or not eligible to make age 50 catch-up contributions to Matching Contributions (or to both) in accordance under this Section 3.06. A catch-up eligible with the Employer's elections in its Adoption Participant in each Taxable Year is entitled to the Agreement. The Plan Administrator will not allocate greater of the amount determined under Section 3.05 to a Participant any portion of an Employer or Section 3.06 catch-up amount plus the Section Contribution (or forfeiture if applicable) for a Plan 3.04 normal limitation. Year or applicable portion thereof in which the © Copyright 2005 SunGard Corbel 2/05 6 Eligible 457 Prototype Plan Participant does not satisfy the applicable allocation 3.10 DISTRIBUTION OF EXCESS condition(s). DEFERRALS. In the event that a Participant has Excess Deferrals, the Plan will distribute to the 3.09 ROLLOVER CONTRIBUTIONS. For Participant the Excess Deferrals and allocable net taxable years beginning after December 31, 2001, an income, gain or loss, in accordance with this Section Employer sponsoring a Governmental Eligible 457 3.10. Plan may permit Rollover Contributions. (A) Governmental Eligible 457 Plan. The Plan (A) Operational Administration. The Employer, Administrator will distribute Excess Deferrals from a operationally and on a nondiscriminatory basis, may Governmental Eligible 457 Plan as soon as is elect to permit or not to permit Rollover reasonably practicable following the Plan Contributions to this Plan or may elect to limit an Administrator's determination of the amount of the eligible Employee's right or a Participant's right to Excess Deferral. make a Rollover Contribution. If the Employer permits Rollover Contributions,any Participant (or as (B) Tax-Exempt Organization Eligible 457 Plan. applicable, any eligible Employee), with the The Plan Administrator will distribute Excess Employer's written consent and after filing with the Deferrals from a Tax-Exempt Organization Eligible Trustee the form prescribed by the Plan 457 Plan no later than April 15 following the Taxable Administrator, may make a Rollover Contribution to Year in which the Excess Deferral occurs. the Trust. Before accepting a Rollover Contribution, the Trustee may require a Participant (or eligible (C) Plan Aggregation. If the Employer maintains Employee) to furnish satisfactory evidence the more than one Eligible 457 Plan, the Employer must proposed transfer is in fact a"Rollover Contribution" aggregate all such Plans in determining whether any which the Code permits an employee to make to a Participant has Excess Deferrals. eligible retirement plan. The Trustee, in its sole discretion, may decline to accept a Rollover (D) Individual Limitation. If a Participant Contribution of property which could: (1) generate participates in another Eligible 457 Plan maintained unrelated business taxable income; (2) create by a different employer, and the Participant has difficulty or undue expense in storage, safekeeping or Excess Deferrals, the Plan Administrator may, but is valuation; or (3) create other practical problems for not required, to correct the Excess Deferrals by the Trust. making a corrective distribution from this Plan. (B) Pre-Participation Rollover. If an eligible 3.11 DEEMED IRA CONTRIBUTIONS. A Employee makes a Rollover Contribution to the Trust Governmental Employer under an Eligible 457 Plan prior to satisfying the Plan's eligibility conditions, may elect to permit Participants to make IRA the Plan Administrator and Trustee must treat the contributions to this Plan in accordance with the Employee as a limited Participant (as described in Code §408(q) deemed IRA rules, commencing for Rev.Rul.96-48 or in any successor ruling). A limited Plan Years beginning after December 31, 2002. If the Participant does not share in the Plan's allocation of Employer elects to permit deemed IRA contributions any Employer Contributions and may not make to the Plan, the Employer will amend the Plan to add Salary Reduction Contributions until he/she actually necessary IRA language and either the Rev. Proc. becomes a Participant in the Plan. If a limited 2003-13 sample deemed IRA language or an Participant has a Severance from Employment prior appropriate substitute. to becoming a Participant in the Plan,the Trustee will distribute his/her Rollover Contributions Account to 3.12 DOLLAR LIMITS. The table below the limited Participant in accordance with Article IV. shows the applicable dollar amounts described in paragraph 3.04(a) and limitations on age 50 catch-up (C) Separate Accounting. If an Employer permits contributions described in Section 3.06. These Rollover Contributions, the Plan Administrator must amounts are adjusted after 2006 for changes in the account separately for: (I) amounts rolled into this cost-of-living to the extent permitted in Code Plan from an eligible retirement plan(other than from §415(d). another Governmental Eligible 457 plan); and (2) amounts rolled into this Plan from another Applicable Catch-up Governmental Eligible 457 Plan The Plan Year Dollar Contribution Administrator for purposes of ordering any Amount Limitation subsequent distribution from this Plan, may designate 2002 S11,000 S1,000 a distribution from a Participant's Rollover 2003 S12,000 52,000 Contributions as coming first from either of(1) or(2) 2004 S 13,000 S3,000 above if the Participant has both types of Rollover 2005 S14,000 54,000 Contribution Accounts. 2006 S15.000 55,000 © Copyright 2005 SunGard Corbel 2/05 7 Eligible 457 Prototype Plan would commence under the Participant's initial ARTICLE IV election, may make one additional election to defer TIME AND METHOD OF (but not to accelerate) the timing of payment of PAYMENT OF BENEFITS his/her Account and also as to the method of payment. 4.01 DISTRIBUTION RESTRICTIONS. Except as the Plan provides otherwise, the Plan (C) No Election/Default. If the Participant does not Administrator or Trustee may not distribute to a make a timely election regarding the time and Participant his/her Account prior to one of the method of payment, the Plan Administrator will pay following events: or direct the Trustee to pay the Participant's Account in accordance with the Adoption Agreement. (a) The Participant's attaining age 70%2; (b) The Participant's Severance from 4.03 REQUIRED MINIMUM DISTRIBU- Employment; or TIONS. The Plan Administrator may not distribute (c) The Participant's death. nor direct the Trustee to distribute the Participant's Account, nor may the Participant elect any 4.02 TIME AND METHOD OF PAYMENT distribution his/her Account, under a method of OF ACCOUNT. The Plan Administrator, or Trustee payment which, as of the required beginning date, at the direction of the Plan Administrator, will does not satisfy the minimum distribution distribute to a Participant who has incurred a requirements of Code §401(a)(9) or which is not Severance from Employment the Participant's Vested consistent with applicable Treasury regulations. Account under one or any combination of payment methods and at the time(s) the Adoption Agreement (A) General Rules. specifies. If the Adoption Agreement permits more than one time or method, the Plan Administrator, in (1) Effective Date. Unless the Employer the absence of a Participant election described below, specifies a later effective date in the Adoption will determine the time and method applicable to a Agreement, the provisions of this Section 4.03 will particular Participant. In no event will the Plan apply for purposes of determining required minimum Administrator direct (or direct the Trustee to distributions for calendar years beginning with the commence) distribution, nor will the Participant elect 2002 calendar year. to have distribution commence, later than the Participant's required beginning date, or under a (2) Coordination with Minimum Distribution method that does not satisfy Section 4.03. Requirements Previously in Effect. If the effective date of this Section 4.03 is earlier than the 2003 (A) Participant Election of Time and Method. The calendar year, required minimum distributions for Employer in the Adoption Agreement must elect 2002 under the Plan will be determined as follows. If whether to permit Participants to elect the timing and the total amount of 2002 required minimum method of distribution of their Account in accordance distributions under the Plan made to the distributee with this Section 4.02. The Plan Administrator must prior to the effective date of this Section 4.03 equals consent to the specific terms of any such Participant or exceeds the required minimum distributions election and the Plan Administrator in its sole determined under this Section 4.03, then no discretion may withhold consent. Subject to the additional distributions will be required to be made foregoing conditions, a Participant: (1) may elect to for 2002 on or after such date to the distributee. If the postpone distribution of his/her Account beyond the 'total amount of 2002 required minimum distributions time the Employer has elected in its Adoption under the Plan made to the distributee prior to the Agreement, to any fixed or determinable date effective date of this Section 4.03 is less than the including, but not beyond, the Participant's required amount determined under this Section 4.03, the beginning date; and (2) may elect the method of required minimum distributions for 2002 on and after payment. A Participant may elect the timing and such date will be determined so that the total amount method of payment of his/her Account no later than of required minimum distributions for 2002 made to 30 days before the date the Plan Administrator or the distributee will be the amount determined under Trustee first would commence payment of the this Section 4.03. Participant's Account in accordance with the Adoption Agreement. The Plan Administrator must (3) Precedence. The requirements of this furnish to the Participant a form for the Participant to Section 4.03 will take precedence over any elect the time and a method of payment. inconsistent provisions of the Plan. (B) Number of Initial Elections/Subsequent (4) Requirements of Treasury Regulations Elections. A Participant may make any number of Incorporated. All distributions required under this elections or revoke any prior election under Section Section 4.03 will be determined and made in 4.02(A) within the election period. Once the initial accordance with the Treasury regulations under Code election period expires, a Participant, before payment §401(a)(9). © Copyright 2005 SunGard Corbel 2/05 8 Eligible 457 Prototype Plan 4.03(B)(2)(a), the date distributions are considered to (B)Time and Manner of Distribution begin is the date distributions actually commence. (I) Required Beginning Date. The (3) Forms of Distribution. Unless the Participant's entire interest will be distributed, or Participant's interest is distributed in the form of an begin to be distributed,to the Participant no later than annuity purchased from an insurance company or in a the Participant's required beginning date. single sum on or before the required beginning date, as of the first distribution calendar year distributions (2) Death of Participant Before Distribution will be made in accordance with Sections 4.03(C) Begins. If the Participant dies before distributions and 4.03(D). If the Participant's interest is distributed begin, the Participant's entire interest will be in the form of an annuity purchased from an distributed, or begin to be distributed, no later than as insurance company, distributions thereunder will be follows: made in accordance with the requirements of Section 4.01(a)(9)of the Code and the Treasury regulations. (a) Spouse Designated Beneficiary. If the Participant's surviving spouse is the Participant's (C) Required Minimum Distributions during sole designated Beneficiary, then, except as the Participant's Lifetime. Employer may elect in the Adoption Agreement, distributions to the surviving spouse will begin by (1) Amount of Required Minimum December 31 of the calendar year immediately Distribution for Each Distribution Calendar Year. following the calendar year in which the Participant During the Participant's lifetime, the minimum dies, or by December 31 of the calendar year in amount that will be distributed for each distribution which the Participant would have attained age 701/4, if calendar year is the lesser of: later. (a) ULT. The quotient obtained by (b) Non-Spouse Designated Beneficiary. If dividing the Participant's account balance by the the Participant's surviving spouse is not the number in the Uniform Life Table set forth in Treas. Participant's sole designated Beneficiary, then, Reg. §1.401(a)(9)-9, using the Participant's attained except as the Employer may elect in the Adoption age as of the Participant's birthday in the distribution Agreement, distributions to the designated calendar year;or Beneficiary will begin by December 31 of the calendar year immediately following the calendar (b) Younger Spouse. If the Participant's year in which the Participant died. sole designated Beneficiary for the distribution calendar year is the Participant's spouse, the quotient (c) No Designated Beneficiary. If there is obtained by dividing the Participant's account no designated Beneficiary as of September 30 of the balance by the number in the Joint and Last Survivor year following the year of the Participant's death, the Table set forth in Treas. Reg. §l.401(a)(9)-9, using Participant's entire interest will be distributed by the Participant's and spouse's attained ages as of the December 31 of the calendar year containing the fifth Participant's and spouse's birthdays in the anniversary of the Participant's death. distribution calendar year. (d) Death of Spouse. If the Participant's (2) Lifetime Required Minimum surviving spouse is the Participant's sole designated Distributions Continue Through Year of Beneficiary and the surviving spouse dies after the Participant's Death. Required minimum Participant but before distributions to the surviving distributions will be determined under this Section spouse begin, this Section 4.03(B)(2) other than 4.03(C) beginning with the first distribution calendar Section 4.03(B)(2)(a), will apply as if the surviving year and up to and including the distribution calendar spouse were the Participant. year that includes the Participant's date of death. For purposes of this Section 4.03(B) and Section (D) Required Minimum Distributions after 4.03(D), unless Section 4.03(B)(2)(d) applies, Participant's Death. distributions are considered to begin on the Participant's required beginning date. If Section (I) Death On or After Distributions Begin. 4.03(B)(2)(d) applies, distributions are considered to begin on the date distributions arc required to begin (a) Participant Survived by Designated to the surviving spouse under Section 4.03(B)(2)(a). Beneficiary. If the Participant dies on or after the date If distributions under an annuity purchased from an distributions begin and there is a designated insurance company irrevocably commence to the Beneficiary, the minimum amount that will be Participant before the Participant's required distributed for each distribution calendar year after beginning date (or to the Participant's surviving the year of the Participant's death is the quotient spouse before the date distributions are required to obtained by dividing the Participant's account begin to the surviving spouse under Section balance by the longer of the remaining life © Copyright 2005 SunGard Corbel 2/05 9 Eligible 457 Prototype Plan expectancy of the Participant or the remaining life (b) No Designated Beneficiary. If the expectancy of the Participant's designated Participant dies before the date distributions begin Beneficiary,determined as follows: and there is no designated Beneficiary as of September 30 of the year following the year of the (i) Participant's Life Expectancy. The Participant's death, distribution of the Participant's Participant's remaining life expectancy is calculated entire interest will be completed by December 31 of using the attained age of the Participant as of the the calendar year containing the fifth anniversary of Participant's birthday in the calendar year of death, the Participant's death. reduced by one for each subsequent calendar year. (c) Death of Surviving Spouse Before (ii) Spouse's Life Expectancy. If the Distributions to Surviving Spouse Are Required to Participant's surviving spouse is the Participant's Begin. If the Participant dies before the date sole designated Beneficiary, the remaining life distributions begin,the Participant's surviving spouse expectancy of the surviving spouse is calculated for is the Participant's sole designated Beneficiary, and each distribution calendar year after the year of the the surviving spouse dies before distributions are Participant's death using the surviving spouse's age required to begin to the surviving spouse under as of the spouse's birthday in that year. For Section 4.03(B)(2)(a), this Section 4.03(D)(2) will distribution calendar years after the year of the apply as if the surviving spouse were the Participant. 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 (1) Designated Beneficiary. The individual spouse's death, reduced by one for each subsequent who is designated as the Beneficiary under the Plan calendar year. and is the designated beneficiary under Code §401(a)(9)and Treas. Reg. §1.401(a)(9)-1,Q&A-4. (iii) Non-Spouse's Life Expectancy. If the Participant's surviving spouse is not the (2) Distribution calendar year. A calendar Participant's sole designated Beneficiary, the year for which a minimum distribution is required. designated Beneficiary's remaining life expectancy is For distributions beginning before the Participant's calculated using the attained age of the Beneficiary as death, the first distribution calendar year is the of the Beneficiary's birthday in the calendar year calendar year immediately preceding the calendar following the calendar year of the Participant's death, year which contains the Participant's required reduced by one for each subsequent calendar year. beginning date. For distributions beginning after the Participant's death, the first distribution calendar year (b) No Designated Beneficiary. If the is the calendar year in which the distributions are Participant dies on or after the date distributions required to begin under Section 4.03(B)(2). The begin and there is no designated Beneficiary as of required minimum distribution for the Participant's September 30 of the calendar year after the calendar first distribution calendar year will be made on or year of the Participant's death, the minimum amount before the Participant's required beginning date. The that will be distributed for each distribution calendar required minimum distribution for other distribution year after the calendar year of the Participant's death calendar years, including the required minimum is the quotient obtained by dividing the Participant's distribution for the distribution calendar year in account balance by the Participant's remaining life which the Participant's required beginning date expectancy calculated using the attained age of the occurs, will be made on or before December 31 of Participant as of the Participant's birthday in the that distribution calendar year. calendar year of death, reduced by one for each subsequent calendar year. (3) Life expectancy. Life expectancy as computed by use of the Single Life Table in Treas. (2) Death before Date Distributions Begin. Reg. §1.401(a)(9)-9. (a) Participant Survived by Designated (4) Participant's account balance. The Beneficiary. Except as the Employer may elect in the account balance as of the last valuation date in the Adoption Agreement, if the Participant dies before calendar year immediately preceding the distribution the date distributions begin and there is a designated calendar year (valuation calendar year) increased by Beneficiary, the minimum amount that will he the amount of any contributions made and allocated distributed for each distribution calendar year after or forfeitures allocated to the account balance as of the year of the Participant's death is the quotient dates in the valuation calendar year after the obtained by dividing the Participant's account valuation date and decreased by distributions made in balance by the remaining life expectancy of the the valuation calendar year after the valuation date. Participant's designated Beneficiary, determined as The account balance for the valuation calendar year provided in Section 4.03(D)(1). includes any Rollover Contributions or Transfers to the Plan either in the valuation calendar year or in the © Copyright 2005 SunGard Corbel 2/05 10 Eligible 457 Prototype Plan distribution calendar year if distributed or transferred (B) De minimis distribution. In accordance with the in the valuation calendar year. Employer's Adoption Agreement elections, the Plan Administrator may allow a Participant to elect to (5) Required beginning date. A Participant's receive a distribution or the Plan Administrator will required beginning date is the April I of the calendar distribute(without a Participant election) any amount year following the later of: (I) the calendar year in of the Participant's Account where: (I) the which the Participant attains age 701/4, or (2) the Participant's Account (disregarding Rollover calendar year in which the Participant retires or such Contributions) does not exceed S5,000 (or such other other date under Code §401(a)(9) by which required amount as does not exceed the Code §411(a)(1 I)(A) minimum distributions must commence. dollar amount); (2) the Participant has not made or received an allocation of any Deferral Contributions 4.04 DEATH BENEFITS. Upon the death of under the Plan during the two-year period ending on the Participant, the Plan Administrator must pay or the date of distribution; and (3) the Participant has direct the Trustee to pay the Participant's Account in not received a prior distribution under this Section accordance with Section 4.03. Subject to Section 4.05(3). 4.03, a Beneficiary may elect the timing and method of payment in the same manner as a Participant may (C) Distribution of Rollover Contributions. The elect under Section 4.02, if such elections apply. Employer in its Adoption Agreement may elect to permit a Participant to request and to receive 4.05 DISTRIBUTIONS PRIOR TO SEVER- distribution of the Participant's Account attributable ANCE FROM EMPLOYMENT.The Employer must to Rollover Contributions (but not to Transfers) elect in the Adoption Agreement whether to permit before the Participant has a distributable event under in-service distributions of a Participant's Vested Section 4.01. Account under this Section 4.05, notwithstanding the Section 4.01 distribution restrictions. 4.06 DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS (QDROs). (A) Unforeseeable Emergency. In the event of a Notwithstanding any other provision of this Plan, the Participant's unforeseeable emergency, the Plan Employer in its Adoption Agreement may elect to Administrator may make a distribution to a apply the QDRO provisions of this Section 4.06. If Participant who has not incurred a Severance from Section 4.06 applies, the Plan Administrator(and any Employment (or who has incurred a Severance but Trustee) must comply with the terms of a QDRO, as will not begin to receive payments until some future defined in Code§414(p), which is issued with respect date). In the event of an unforeseeable emergency, to the Plan. the Plan Administrator also may accelerate payments to a Participant or to a Beneficiary. The Plan (A) Time and Method of Payment. This Plan Administrator will establish a policy for determining specifically permits distribution to an alternate payee whether an unforeseeable emergency exists. An under a QDRO at any time, notwithstanding any unforeseeable emergency is a severe financial contrary Plan provision and irrespective of whether hardship of a Participant or Beneficiary resulting the Participant has attained his/her earliest retirement from: (I) illness or accident of the Participant, the age (as defined under Code §414(p)) under the Plan. Beneficiary, or the Participant's or Beneficiary's A distribution to an alternate payee prior to the spouse or dependent (as defined in Code §152(a)); Participant's attainment of earliest retirement age is (2) loss of the Participant's or Beneficiary's property available only if the QDRO specifies distribution at due to casualty; (3) the need to pay for the funeral that time or permits an agreement between the Plan expenses of the Participant's or Beneficiary's spouse and the alternate payee to authorize an earlier or dependent (as defined in Code §152(a); or (4) distribution. Nothing in this Section 4.06 gives a other similar extraordinary and unforeseeable Participant a right to receive distribution at a time the circumstances arising from events beyond the Plan otherwise does not permit nor authorizes the Participant's or Beneficiary's control. The Plan alternate payee to receive a form of payment the Plan Administrator will not pay the Participant or the does not permit. Beneficiary more than the amount reasonably necessary to satisfy the emergency need,which may (B) QDRO Procedures. The Plan Administrator include amounts necessary to pay taxes or penalties must establish reasonable procedures to determine on the distribution. The Plan Administrator will not the qualified status of a domestic relations order. make payment to the extent the Participant or Upon receiving a domestic relations order, the Plan Beneficiary may relieve the financial hardship by Administrator promptly will notify the Participant cessation of deferrals under the Plan, through and any alternate payee named in the order, in insurance or other reimbursement, or by liquidation writing, of the receipt of the order and the Plan's of the individual's assets to the extent such procedures for determining the qualified status of the liquidation would not cause severe financial hardship. order. Within a reasonable period of time after receiving the domestic relations order, the Plan Administrator must determine the qualified status of © Copyright 2005 SunGard Corbel 2/05 I I Eligible 457 Prototype Plan the order and must notify the Participant and each mandatory 20% federal withholding to any amount alternate payee, in writing, of the Plan not directly rolled over, and the recipient's right to Administrator's determination. The Plan roll over within 60 days after the date of receipt of Administrator must provide notice under this the distribution("rollover notice"). paragraph by mailing to the individual's address specified in the domestic relations order. (C) Default distribution or rollover. Except as provided in Paragraph (D), in the case of a (C) Accounting. If any portion of the Participant's Participant who does not elect timely to roll over or Account Balance is payable under the domestic to receive distribution of his/her Account, the Plan relations order during the period the Plan Administrator or the Trustee, at the Plan Administrator is making its determination of the Administrator's direction, may distribute to the qualified status of the domestic relations order, the Participant or may directly roll over the Participant's Plan Administrator must maintain a separate Account in accordance with the Plan's rollover accounting of the amounts payable. If the Plan notice. Administrator determines the order is a QDRO within 18 months of the date amounts first are payable (D) Mandatory default rollover. If(1) the Plan is a following receipt of the domestic relations order, the Governmental Eligible 457 Plan,(2)the Plan makes a Plan Administrator will distribute or will direct the mandatory distribution after the 401(a)(31)(B) Trustee to distribute the payable amounts in Effective Date, greater than $1,000, and (3) the accordance with the QDRO. If the Plan participant does not elect to have such distribution Administrator does not make its determination of the paid directly to an eligible retirement plan specified qualified status of the order within the I8-month by the participant in a direct rollover or to receive the determination period, the Plan Administrator will distribution directly, then the plan administrator will distribute or will direct the Trustee to distribute the pay the distribution in a direct rollover to an payable amounts in the manner the Plan would individual retirement plan designated by the plan distribute if the order did not exist and will apply the administrator. order prospectively if the Plan Administrator later determines the order is a QDRO. (E) Definitions. The following definitions apply to this Section: To the extent it is not inconsistent with the provisions of the QDRO, the Plan Administrator may (I) Eligible rollover distribution. An eligible segregate or may direct the Trustee to segregate the rollover distribution is any distribution of all or any QDRO amount in a segregated investment account. portion of a Participant's Account, except an eligible The Plan Administrator or Trustee will make any rollover distribution does not include: (a) any payments or distributions required under this Section distribution which is one of a series of substantially 4.06 by separate benefit checks or other separate equal periodic payments (not less frequently than distribution to the alternate payee(s). annually) made for the life (or life expectancy) of the Participant or the joint lives (or joint life 4.07 DIRECT ROLLOVER OF ELIGIBLE expectancies) of the Participant and the Participant's ROLLOVER DISTRIBUTIONS — GOVERN- designated Beneficiary, or for a specified period of MENTAL PLAN. ten years or more; (b) any Code §401(a)(9) required minimum distribution; (c) any unforeseeable (A) Participant Election. A Participant (including emergency distribution; and (d) any distribution for this purpose, a former Employee) in a which otherwise would be an eligible rollover Governmental Eligible 457 Plan may elect, at the distribution, but where the total distributions to the time and in the manner the manner the Plan Participant during that calendar year are reasonably Administrator prescribes, to have any portion of expected to be less than$200. his/her eligible rollover distribution from the Plan paid directly to an eligible retirement plan specified (2) Eligible retirement plan. An eligible by the Participant in a direct rollover election. For retirement plan is an individual retirement account purposes of this election, a "Participant" includes as described in Code §408(a), an individual retirement to their respective interests, a Participant's surviving annuity described in Code §408(b), an annuity plan spouse and the Participant's spouse or former spouse described in Code §403(a), a qualified plan described who is an alternate payee under a QDRO. in Code §401(a), an annuity contract (or custodial agreement) described in Code §403(b), or an eligible (B) Rollover and Withholding Notice. At least 30 deferred compensation plan described in Code days and not more than 90 days prior to the Trustee's §457(b) and maintained by an Employer described in distribution of an eligible rollover distribution, the Code §457(e)(1)(A), which accepts the Participant's, Plan Administrator must provide a written notice the Participant's spouse or alternate payee's eligible (including a summary notice as permitted under rollover distribution. applicable Treasury regulations) explaining to the distributee the rollover option, the applicability of © Copyright 2005 SunGard Corbel 2/05 12 Eligible 457 Prototype Plan (3) Direct rollover. A direct rollover is a (h) To furnish the Employer with information payment by the Plan to the eligible retirement plan which the Employer may require for tax or specified by the distributee. other purposes; (4) Mandatory distribution. A mandatory (i) To establish a policy in making distribution is an eligible rollover distribution without distributions for unforeseeable emergencies; the Participant's consent before the Participant attains the later of age 62 or Normal Retirement Age (see (j) To establish under a Governmental paragraph 3.05 (B)). A distribution to a beneficiary is Eligible 457 Plan,policies regarding the receipt not a mandatory distribution. of Rollover Contributions and default rollover distributions; (5) 401(a)(31)(B) Effective Date. The 401(a)(3I)(B) Effective Date is the date of the close (k) To establish a policy regarding the of the first regular legislative session of the making and the receipt of Transfers; legislative body with the authority to amend the Plan that begins on or after January I,2006. (I) To establish a policy regarding Participant or Beneficiary direction of investment; ARTICLE V PLAN ADMINISTRATOR- DUTIES WITH (m) To engage the services of any person to RESPECT TO PARTICIPANTS' ACCOUNTS invest any Account under this Plan and to direct such person to make payment to a 5.01 TERM / VACANCY. The Plan Participant of his/her Vested Account; Administrator will serve until his/her successor is appointed. In case of a vacancy in the position of the (n) To comply with the reporting and Plan Administrator, the Employer will exercise any disclosure rules of ERISA if applicable to the and all of the powers, authority, duties and discretion Plan; conferred upon the Plan Administrator pending the filling of the vacancy. (o) To establish under a Governmental Eligible 457 Plan, a policy (see Section 5.02 POWERS AND DUTIES. The Plan 5.02(A)) which the Trustee must observe in Administrator will have the following powers and making loans, if any, to Participants and duties: Beneficiaries; (a) To select a Committee to assist the Plan (p) To undertake correction of any Plan Administrator; failures as necessary to preserve Eligible Plan status; and (b) To select a Secretary for the Committee, who need not be a member of the Committee; (q) To undertake any other action the Plan Administrator deems reasonable or necessary (c) To determine the rights of eligibility of an to administer the Plan. Employee to participate in the Plan and the value of a Participant's Account; The Plan Administrator shall have total and complete discretion to interpret and construe the Plan (d) To adopt rules and procedures and to and to determine all questions arising in the create administrative forms necessary for the administration, interpretation and application of the proper and efficient administration of the Plan Plan. Any determination the Plan Administrator provided the rules, procedures and forms arc makes under the Plan is final and binding upon any not inconsistent with the terms of the Plan; affected person. (e) To construe and enforce the terms of the (A) Loan Policy. In a Governmental Eligible 457 Plan and the rules and regulations the Plan Plan, the Plan Administrator, in its sole discretion, Administrator adopts, including interpretation may establish, amend or terminate from time to time, of the Plan documents and documents related a nondiscriminatory policy which the Trustee must to the Plan's operation; observe in making Plan loans, if any, to Participants and to Beneficiaries. If the Plan Administrator adopts (f) To direct the distribution of a Participant's a loan policy, the loan policy must be a written Account; document and must include: (1) the identity of the person or positions authorized to administer the (g) To review and render decisions respecting participant loan program; (2) the procedure for a claim for (or denial of a claim for) a benefit applying for a loan; (3) the criteria for approving or under the Plan; denying a loan; (4) the limitations, if any, on the types and amounts of loans available; (5) the © Copyright 2005 SunGard Corbel 2/05 13 Eligible 457 Prototype Plan procedure for determining a reasonable rate of 5.09 OWNERSHIP OF FUND/TAX-EXEMPT interest; (6) the types of collateral which may secure ORGANIZATION. If the Employer is a Tax-Exempt the loan; and (7) the events constituting default and Organization, the Plan is an unfunded plan and all the steps the Plan will take to preserve Plan assets in Deferred Compensation, property and rights to the event of default. A loan policy the Plan property purchased by Deferred Compensation and Administrator adopts under this Section 5.02(A) is all income attributable thereto remain, until paid or part of the Plan, except that the Plan Administrator made available under the Plan, the sole property and may amend or terminate the policy without regard to rights of the Employer, subject only to the claims of Section 9.01. the Employer's general creditors. No Participant or Beneficiary will have any vested interest or secured (B) QDRO Policy. If the QDRO provisions of or preferred position with respect to an Account or Section 4.06 apply, the Plan Administrator will have any claim against the Employer except as a establish QDRO procedures. general creditor. No Participant or Beneficiary shall have any right to sell, assign, transfer or otherwise 5.03 COMPENSATION. The Plan convey his or her Account or any interest in his or her Administrator and the members of the Committee Deferred Compensation. The Employer or the Plan will serve without compensation for services, but the Administrator, acting as the Employer's agent, may Employer will pay all expenses of the Plan enter into a trust agreement solely for the purpose of Administrator and Committee. investing all or part of the Accounts, which will be subject to the claims of the Employer's general 5.04 AUTHORIZED REPRESENTATIVE. The creditors, and in which the Participants or Plan Administrator may authorize any one of the Beneficiaries will not have a vested interest nor a members of the Committee, if any, or the secured or preferred position or have any claim Committee's Secretary, to sign on the Plan except as the Employer's general creditor. The Administrator's behalf any Plan notices, directions, Employer may not purchase life insurance contracts applications, certificates, consents, approvals, under this Plan unless the Employer retains all waivers, letters or other documents. incidents of ownership in such contracts, the Employer is the sole beneficiary of such contracts 5.05 INDIVIDUAL ACCOUNTS / RECORDS. and the Employer is not under any obligation to The Plan Administrator will maintain a separate transfer the contracts or pass through the proceeds to Account in the name of each Participant to reflect the any Participant or to his/her Beneficiary. The value of the Participant's Deferred Compensation Employer may adopt and attach to the Plan as under the Plan. The Plan Administrator will maintain "Appendix A," the Internal Revenue Service Model records of its activities. Rabbi Trust under Rev. Proc. 92-64 (as amended) to hold the assets of a Tax-Exempt Organization 5.06 VALUE OF PARTICIPANT'S Eligible 457 Plan. If the Employer adopts the Model ACCOUNT. The value of each Participant's Account Rabbi Trust, the Plan incorporates by reference the consists of his/her accumulated Deferred provisions of the Model Rabbi Trust as if fully set Compensation, as of the most recent Accounting forth herein. Date or any later date as the Plan Administrator may determine. 5.10 PARTICIPANT DIRECTION OF INVESTMENT. Subject to the terms of the Plan 5.07 ALLOCATION OF NET INCOME, GAIN Administrator's adopted policy, if any, and also to OR LOSS. As of each Accounting Date (and each written consent of the Trustee, if the Plan has a Trust, other valuation date determined under Section 5.06), a Participant will have the right to direct the the Plan Administrator will adjust Accounts to reflect investment or re-investment of the assets comprising net income, gain or loss, if any, since the last the Participant's Account. The Plan Administrator Accounting Date or Account valuation. The will account separately for the Participant-directed Employer in the Adoption Agreement will elect Accounts. The Participant's right to direct investment whether the adjustment for net income gain or loss does not give the Participant any vested interest or reflects actual Account earnings or an interest credit. secured or preferred position with respect to assets The Plan Administrator will continue to allocate net over which he/she has investment responsibility. income, gain and loss to a Participant's Account subject to an installment distribution, until the 5.11 VESTING / SUBSTANTIAL RISK OF Account is fully distributed. FORFEITURE. The Employer in the Adoption Agreement may elect to apply a vesting schedule or 5.08 ACCOUNT CHARGED The Plan to specify any other Substantial Risk of Forfeiture Administrator will charge all distributions made to a applicable to any or all Deferral Contributions. Participant or to his/her Beneficiary, or transferred under Section 9.03 from his/her Account, against the (A) Forfeiture Allocation. The Employer in its Account of the Participant when made. Adoption Agreement must elect the method the Plan Administrator will use to allocate any Participant © Copyright 2005 SunGard Corbel 2/05 14 Eligible 457 Prototype Plan forfeitures, including those related to lost Participants If a lost Participant whose Account was forfeited under Section 5.14. The Plan Administrator will thereafter at any time but before the Plan has been allocate a forfeiture in the Plan Year in which the terminated makes a claim for his/her forfeited forfeiture occurs or in the next following Plan Year. Account, the Plan Administrator will restore the forfeited Account to the same dollar amount as the 5.12 PRESERVATION OF ELIGIBLE PLAN amount forfeited, unadjusted for net income, gains or STATUS. The Plan Administrator may elect to sever losses occurring subsequent to the forfeiture. The from this Plan and to treat as a separate 457 plan, the Plan Administrator will make the restoration in the Accounts of any Participants who have Excess Plan Year in which the lost Participant makes the Deferrals that the Plan Administrator has not claim, first from the amount, if any, of Participant corrected in accordance with Section 3.10 or in the forfeitures the Plan Administrator otherwise would case of any other Code $457(b) failure that the allocate for the Plan Year, then from the amount, if Employer may not otherwise correct, and which any, of Trust net income or gain for the Plan Year failure would result in the Plan ceasing to be an and last from the amount or additional amount the Eligible 457 Plan. In such event, the Plan Employer contributes to the Plan for the Plan Year. Administrator will take any necessary or appropriate The Plan Administrator will distribute the restored action consistent with the Employer's maintenance of Account to the lost Participant not later than 60 days separate 457 plans and with preservation of Eligible after the close of the Plan Year in which the Plan 457 Plan status of this Plan. Administrator restores the forfeited Account. 5.13 LIMITED LIABILITY. The Employer (C) Nonexclusivity and Uniformity. The provisions will not be liable to pay plan benefits to a Participant of this Section 5.14 are intended to provide in excess of the value of the Participant's Account as permissible but not exclusive means for the Plan the Plan Administrator determines in accordance with Administrator to administer the Accounts of lost the Plan terms. Neither the Employer nor the Plan Participants. The Plan Administrator may utilize any Administrator will be liable for losses arising from other reasonable method to locate lost Participants depreciation or shrinkage in the value of any and to administer the Accounts of lost Participants, investments acquired under this Plan. including the default rollover under Section 4.07(C) and such other methods as the Revenue Service or the 5.14 LOST PARTICIPANTS. If the Plan U.S. Department of Labor("DOL")may in the future Administrator is unable to locate any Participant or specify. The Plan Administrator will apply Section Beneficiary whose Account becomes distributable (a 5.14 in a reasonable manner, but may in determining "lost Participant"), the Plan Administrator will apply a specific course of action as to a particular Account, the provisions of this Section 5.14. reasonably take into account differing circumstances such as the amount of a lost Participant's Account, (A) Attempt to Locate. The Plan Administrator will the expense in attempting to locate a lost Participant, attempt to locate a lost Participant and may use one the Plan Administrator's ability to establish and the or more of the following methods: (I) provide a expense of establishing a rollover IRA, and other distribution notice to the lost Participant at his/her factors. The Plan Administrator may charge to the last known address by certified or registered mail;(2) Account of a lost Participant the reasonable expenses use the IRS letter forwarding program under Rev, incurred under this Section 5.14 and which are Proc. 94-22;(3)use a commercial locator service,the associated with the lost Participant's Account. Internet or other general search method; (4) use the Social Security Administration or PBGC search 5.15 PLAN CORRECTION. The Plan program; or (5) use such other methods as the Plan Administrator, in conjunction with the Employer and Administrator believes prudent. Trustee as appropriate, may undertake such correction of Plan errors as the Plan Administrator (B) Failure to Locate. If a lost Participant remains deems necessary', including but not limited to unlocated for 6 months following the date the Plan correction to maintain the Plan's status as an Eligible Administrator first attempts to locate the lost 457 Plan. The Plan Administrator under this Section Participant using one or more of the methods 5.15 also may undertake Plan correction in described in Section 5.14(A), the Plan Administrator accordance with any correction program that the may forfeit the lost Participant's Account. If the Plan Internal Revenue Service makes applicable to 457 Administrator forfeits the lost Participant's Account, plans. the forfeiture occurs at the end of the above- described 6-month period and the Plan Administrator ARTICLE VI will allocate the forfeiture in accordance with Section PARTICIPANT ADMINISTRATIVE 5.11. The Plan Administrator under this Section PROVISIONS 5.14(B) will forfeit the entire Account of the lost Participant, including Salary Reduction 6.01 BENEFICIARY DESIGNATION. A Contributions. Participant from time to time may designate, in writing, any person(s) (including a trust or other Copyright 2005 SunGard Corbel 2/05 I5 Eligible 457 Prototype Plan entity), contingently or successively, to whom the (A) General. A Participant must elect to make Salary Plan Administrator or Trustee will pay the Reduction Contributions on a Salary Reduction Participant's Account (including any life insurance Agreement form the Plan Administrator provides for proceeds payable to the Participant's Account) in the this purpose. The Salary Reduction Agreement must event of death. A Participant also may designate the be consistent with the Employer's Adoption method of payment of his/her Account. The Plan Agreement elections and the Plan Administrator in a Administrator will prescribe the form for the Salary Reduction Agreement may impose such other Participant's written designation of Beneficiary and, terms and limitations as the Plan Administrator may upon the Participant's filing the form with the Plan determine. Administrator, the form revokes all designations filed prior to that date by the same Participant. A divorce (B) Election Timing. A Participant's Salary decree, or a decree of legal separation, revokes the Reduction Agreement may not take effect earlier than Participant's designation, if any, of his/her spouse as the first day of the calendar month following the date his/her Beneficiary under the Plan unless: (a) the the Participant executes the Salary Reduction decree or a QDRO provides otherwise; or (b) the Agreement and as to Compensation paid or made Employer provides otherwise in an Addendum to its available in such calendar month. However, if an Adoption Agreement. The foregoing revocation Employee is eligible to become a Participant during provision (if applicable) applies only with respect to the Employee's calendar month of hire, the a Participant whose divorce or legal separation Employee may execute a Salary Reduction becomes effective on or following the date the Agreement on or before the date he/she becomes an Employer executes the Adoption Agreement, unless Employee, effective for the month in which he/she the Employer in its Adoption Agreement specifies a becomes an Employee. different effective date. (C) Sick, Vacation and Back Pay. If the Employer 6.02 NO BENEFICIARY DESIGNATION. If under Adoption Agreement Section 3.02 permits a Participant fails to name a Beneficiary in Participants to make Salary Reduction Contributions accordance with Section 6.01, or if the Beneficiary from accumulated sick pay, from accumulated named by a Participant predeceases the Participant, vacation pay or from back pay,a Participant who will then the Plan Administrator will pay the Participant's incur a Severance from Employment may execute a remaining Account in accordance with Article IV in Salary Reduction Agreement before such amounts the following order of priority,to: are paid or made available provided: (i)such amounts are paid or made available before the Participant (a) The Participant's surviving spouse; or incurs the Severance; and (ii) the Participant is an Employee in that month. (b) The Participant's children (including adopted children), in equal shares by right (D) Modification of Salary Reduction Agreement. of representation (one share for each surviving child A Participant's Salary Reduction Agreement remains and one share for each child who predeceases the in effect until a Participant modifies it or ceases to be Participant with living descendents); and if none to eligible to participate in the Plan. A Participant may modify his/her Salary Reduction Agreement by (c) The Participant's estate. executing a new Salary Reduction Agreement. Any modification will become effective no earlier than the If the Beneficiary survives the Participant, but beginning of the calendar month commencing after dies prior to distribution of the Participant's entire the date the Participant executes the new Salary Account, the Trustee will pay the remaining Account Reduction Agreement. Filing a new Salary Reduction to the Beneficiary's estate unless: (1) the Agreement will revoke all Salary Reduction Participant's Beneficiary designation provides Agreements filed prior to that date. The Employer or otherwise; or (2) the Beneficiary has properly Plan Administrator may restrict the Participant's right designated a beneficiary. A Beneficiary only may to modify his/her Salary Reduction Agreement in any designate a beneficiary for the Participant's Account Taxable Year. Balance remaining at the Beneficiary's death, if the Participant has not previously designated a 6.04 PERSONAL DATA TO PLAN ADMIN- successive contingent beneficiary and the ISTRATOR. Each Participant and each Beneficiary Beneficiary's designation otherwise complies with of a deceased Participant must furnish to the Plan the Plan terms. The Plan Administrator will direct a Administrator such evidence, data or information as Trustee if applicable as to the method and to whom the Plan Administrator considers necessary or the Trustee will make payment under this Section desirable for the purpose of administering the Plan. 6.02. The provisions of this Plan are effective for the benefit of each Participant upon the condition 6.03 SALARY REDUCTION AGREEMENT. precedent that each Participant will furnish promptly full, true and complete evidence, data and informal ion when requested by the Plan © Copyright 2005 SunGard Corbel 2/05 16 Eligible 457 Prototype Plan Administrator, provided the Plan Administrator applicable, and wherever the context of the Plan advises each Participant of the effect of his failure to dictates, the plural will be read as the singular and the comply with its request. singular as the plural. 6.05 ADDRESS FOR NOTIFICATION. Each 7.04 STATE LAW.The laws of the state of the Participant and each Beneficiary of a deceased Employer's principal place of business will Participant must file with the Plan Administrator determine all questions arising with respect to the from time to time, in writing, his/her address and any provisions of this Prototype Plan, except to the extent change of address. Any communication, statement or Federal law supersedes State law. notice addressed to a Participant, or Beneficiary, at his/her last address filed with the Plan Administrator, 7.05 EMPLOYMENT NOT GUARANTEED. or as shown on the records of the Employer,binds the Nothing contained in this Plan, or any Participant, or Beneficiary, for all purposes of this modification or amendment to the Plan, or in the Plan. creation of any Account, or the payment of any benefit, gives any Employee, Participant or 6.06 PARTICIPANT OR BENEFICIARY IN- Beneficiary any right to continue employment, any CAPACITATED. If, in the opinion of the Plan legal or equitable right against the Employer,the Plan Administrator or of the Trustee, a Participant or Administrator, the Trustee, any other Employee of Beneficiary entitled to a Plan distribution is not able the Employer, or any agents thereof except as to care for his/her affairs because of a mental expressly provided by the Plan. condition, a physical condition, or by reason of age, the Plan Administrator or at the direction of the Plan 7.06 NOTICE, DESIGNATION. ELECTION Administrator, the Trustee,may make the distribution CONSENT AND WAIVER. All notices under the to the Participant's or Beneficiary's guardian, Plan and all Participant or Beneficiary designations, conservator, trustee, custodian (including under a elections, consents or waivers must be in writing and Uniform Transfers or Gifts to Minors Act) or to made in a form the Plan Administrator specifies or his/her attorney-in-fact or to other legal otherwise approves. To the extent permitted by representative upon furnishing evidence of such Treasury regulations or other applicable guidance, status satisfactory to the Plan Administrator and to any Plan notice, election, consent or waiver may be the Trustee. The Plan Administrator and the Trustee transmitted electronically. Any person entitled to do not have any liability with respect to payments so notice under the Plan may waive the notice or shorten made and neither the Plan Administrator nor the the notice period except as otherwise required by the Trustee has any duty to make inquiry as to the Code or ERISA. competence of any person entitled to receive payments under the Plan. ARTICLE VIII TRUST PROVISIONS—GOVERNMENTAL ARTICLE VII ELIGIBLE 457 PLAN MISCELLANEOUS 8.01 GOVERNMENTAL ELIGIBLE 457 7.01 NO ASSIGNMENT OR ALIENATION. A PLAN. The provisions of this Article VIII apply to a Participant or Beneficiary does not have the right to Governmental Eligible 457 Plan and do not apply to a commute, sell, assign, pledge, transfer or otherwise Tax-Exempt Organization Eligible 457 Plan. The convey or encumber the right to receive any Employer in the Adoption Agreement may elect to payments under the Plan or Trust and the Plan substitute another trust (attached to this Plan as Administrator and the Trustee will not recognize any "Appendix A") or to modify any provision of Article such anticipation, assignment, or alienation. The VIII, consistent with Code §457(g) and applicable payments and the rights under this Plan are Treasury regulations. nonassignable and nontransferable. Furthermore, a Participant's or Beneficiary's interest in the Trust is 8.02 ACCEPTANCE / HOLDING. The not subject to attachment, garnishment, levy, Trustee accepts the Trust created under the Plan and execution or other legal or equitable process. agrees to perform the duties and obligations imposed. The Trustee must hold in trust under this Article VIII, 7.02 EFFECT ON OTHER PLANS. This Plan all Deferred Compensation until paid in accordance does not affect benefits under any other retirement, with the Plan terms. pension, or benefit plan or system established for the benefit of the Employer's Employees, and 8.03 RECEIPT OF CONTRIBUTIONS. The participation under this Plan does not affect benefits Trustee is accountable to the Employer for the funds receivable under any such plan or system, except to contributed to it by the Employer or the Plan the extent provided in such plan or system. Administrator,but the Trustee does not have any duty to see that the contributions received comply with the 7.03 WORD USAGE. Words used in the provisions of the Plan. masculine will apply to the feminine where © Copyright 2005 SunGard Corbel 2/05 17 Eligible 457 Prototype Plan 8.04 FULL INVESTMENT POWERS. The any payee or distributee is entitled to any payment or Trustee has full discretion and authority with regard whether the distribution is proper or within the terms to the investment of the Trust, except with respect to of the Plan, or as to the manner of making any a Trust asset under Participant direction of payment or distribution. The Trustee will be investment, in accordance with Section 8.12. The accountable only to the Plan Administrator for any Trustee is authorized and empowered,but not by way payment or distribution made by it in good faith on of limitation, to exercise and perform the following the order or direction of the Plan Administrator; powers, rights and duties: (f) To borrow money, to assume (a) To invest any part or all of the Trust in indebtedness, extend mortgages and encumber by any common or preferred stocks, open-end or closed- mortgage or pledge; end mutual funds, put and call options traded on a national exchange, United States retirement plan (g) To compromise, contest, arbitrate or bonds, corporate bonds, debentures, convertible abandon claims and demands, in the Trustee's debentures, commercial paper, U. S. Treasury bills, discretion; U. S. Treasury notes and other direct or indirect obligations of the United States Government or its (h) To have with respect to the Trust all of agencies,improved or unimproved real estate situated the rights of an individual owner, including the power in the United States, limited partnerships, insurance to exercise any and all voting rights associated with contracts of any type, mortgages, notes or other Trust assets, to give proxies, to participate in any property of any kind, real or personal, and to buy or voting trusts, mergers, consolidations or liquidations, sell options on common stock on a nationally to tender shares and to exercise or sell stock recognized options exchange with or without holding subscriptions or conversion rights; the underlying common stock, as a prudent person would do under like circumstances. Any investment (i) To lease for oil, gas and other mineral made or retained by the Trustee in good faith will be purposes and to create mineral severances by grant or proper but must be of a kind constituting a reservation; to pool or unitize interest in oil, gas and diversification considered by law suitable for trust other minerals; and to enter into operating investments; agreements and to execute division and transfer orders; (b) To retain in cash so much of the Trust as it may deem advisable to satisfy liquidity needs of the (j) To hold any securities or other property Plan and to deposit any cash held in the Trust in a in the name of the Trustee or its nominee, with bank account at reasonable interest; depositories or agent depositories or in another form as it may deem best, with or without disclosing the (c) To invest, if the Trustee is a bank or trust relationship; similar financial institution supervised by the United States or by a State, in any type of deposit of the (k) To perform any and all other acts in its Trustee (or a bank related to the Trustee within the judgment necessary or appropriate for the proper and meaning of Code §414(b)) at a reasonable rate of advantageous management, investment and interest or in a common trust fund as described in distribution of the Trust; Code §584, or in a collective investment fund, the provisions of which the Trust incorporates by this (I) To retain any funds or property subject to reference, which the Trustee (or its affiliate, as any dispute without liability for the payment of defined in Code §1504)maintains exclusively for the interest, and to decline to make payment or delivery collective investment of money contributed by the of the funds or property until a court of competent bank (or its affiliate) in its capacity as Trustee and jurisdiction makes a final adjudication: which conforms to the rules of the Comptroller of the Currency; (m) To file all tax returns required of the Trustee; (d) To manage, sell, contract to sell, grant options to purchase, convey, exchange, transfer, (n) To furnish to the Employer and the Plan abandon, improve, repair, insure, lease for any term Administrator an annual statement of account even though commencing in the future or extending showing the condition of the Trust and all beyond the term of the Trust, and otherwise deal with investments, receipts, disbursements and other all property, real or personal, in such manner, for transactions effected by the Trustee during the Plan such considerations and on such terms and conditions Year covered by the statement and also stating the as the Trustee decides; assets of the Trust held at the end of the Plan Year, which accounts will be conclusive on all persons, (e) To credit and distribute the Trust as including the Employer and the Plan Administrator, directed by the Plan Administrator of the Plan. The except as to any act or transaction concerning which Trustee will not be obliged to inquire as to whether the Employer or the Plan Administrator files with the © Copyright 2005 SunGard Corbel 2/05 18 Eligible 457 Prototype Plan Trustee written exceptions or objections within 90 8.09 RESIGNATION AND REMOVAL. The days after the receipt of the accounts;and Trustee or the Custodian may resign its position by giving written notice to the Employer and to the Plan (o) To begin, maintain or defend any Administrator. The Trustee's notice must specify the litigation necessary in connection with the effective dale of the Trustee's resignation, which date administration of the Trust, except that the Trustee must be at least 30 days following the date of the will not be obliged or required to do so unless Trustee's notice, unless the Employer consents in indemnified to its satisfaction. writing to shorter notice. (A) Nondiscretionary Trustee. The Employer in the The Employer may remove a Trustee or a Adoption Agreement may elect to appoint a Custodian by giving written notice to the affected Nondiscretionary Trustee, subject to this Section party. The Employer's notice must specify the 8.04(A). The Nondiscretionary Trustee does not have effective date of removal which date must be at least any discretion or authority with regard to the 30 days following the date of the Employer's notice, investment of the Trust, but must act solely as a except where the Employer reasonably determines a directed Trustee hereunder. The Nondiscretionary shorter notice period or immediate removal is Trustee is authorized and empowered to exercise and necessary to protect Plan assets. perform the above Section 8.04 powers, rights and duties provided that the Trustee shall act solely as a 8.10 SUCCESSOR TRUSTEE. directed Trustee and only in accordance with the written direction of the Employer, the Plan (A) Appointment. In the event of the resignation or Administrator or of a Participant as applicable. The the removal of a Trustee, where no other Trustee Nondiscretionary Trustee is not liable for making, continues to service, the Employer must appoint a retaining or disposing of any investment or for taking successor Trustee if it intends to continue the Plan. If or failing to take any other action, in accordance with two or more persons hold the position of Trustee, in proper Employer, Plan Administrator or Participant the event of the removal of one such person, during direction. any period the selection of a replacement is pending, or during any period such person is unable to serve 8.05 RECORDS AND STATEMENTS. The for any reason, the remaining person or persons will records of the Trustee pertaining to the Trust will be act as the Trustee. If the Employer fails to appoint a open to the inspection of the Plan Administrator and successor Trustee as of the effective date of the the Employer at all reasonable times and may be Trustee resignation or removal and no other Trustee audited from time to time by any person or persons as remains, the Trustee will treat the Employer as the Employer or Plan Administrator may specify in having appointed itself as Trustee and as having filed writing. The Trustee will furnish the Plan the Employer's acceptance of appointment as Administrator whatever information relating to the successor Trustee with the former Trustee. Trust the Plan Administrator considers necessary. (B) Automatic Successor. Any corporation which 8.06 FEES AND EXPENSES FROM FUND. succeeds to the trust business of the Trustee, or The Trustee will receive reasonable annual results from any merger or consolidation to which the compensation in accordance with its fee schedule as Trustee is a party, or is the transferee of substantially published from time to time. The Trustee will pay all the Trustee's assets, will be the successor to the from the Trust all fees and expenses the Trustee Trustee under this Trust. The successor Trustee will reasonably incurs in its administration of the Trust, possess all rights, duties and powers under this Trust unless the Employer pays the fees and expenses. as if the successor Trustee were the original Trustee. Neither the Trustee nor the successor Trustee need 8.07 PROFESSIONAL AGENTS. The Trustee provide notice to any interested person of any may employ and pay from the Trust reasonable transaction resulting in a successor Trustee. The compensation to agents, attorneys, accountants and successor Trustee need not file or execute any other persons to advise the Trustee as in its opinion additional instrument or perform any additional act to may be necessary. The Trustee may delegate to any become successor Trustee. agent, attorney, accountant or other person selected by it any non-Trustee power or duty vested in it by 8.11 VALUATION OF TRUST. The Trustee the Trust, and the Trustee may act or refrain from will value the Trust as of each Accounting Date to acting on the advice or opinion of any agent, determine the fair market value of the Trust assets. attorney,accountant or other person so selected. The Trustee will value the Trust on such other date(s) the Plan Administrator may direct. 8.08 DISTRIBUTION OF CASH OR PROPERTY. The Trustee may make distribution 8.12 PARTICIPANT DIRECTION OF under the Plan in cash or property, or partly in each, INVESTMENT. Consistent with the Plan at its fair market value as determined by the Trustee. Administrator's policy adopted under Section 5.02(1), the Trustee may consent in writing to permit © Copyright 2005 SunGard Corbel 2/05 19 • Eligible 457 Prototype Plan Participants in the Plan to direct the investment to the irrevocable and its assets will not inure to the benefit Trust assets. The Plan Administrator will advise the of the Employer. Trustee of the portion of the Trust credited to each Participant's Account under the Plan, and subject to 8.16 SUBSTITUTION OF CUSTODIAL such Participant direction. As a condition of ACCOUNT OR ANNUITY CONTRACT. The Participant direction, the Trustee may impose such Employer in the Adoption Agreement may elect to conditions, limitations and other provisions as the use one or more custodial accounts or annuity Trustee may deem appropriate and as are consistent contracts in lieu of or in addition to the Trust with the Plan Administrator's policy. The Trustee established in this Article VIII. Any such custodial will report to the Plan Administrator the net income, account or annuity contract must satisfy the gain or losses incurred by each Participant directed requirements of Code §457(g)(3) and applicable Account separately from the net income, gain or Treasury regulations. losses incurred by the general Trust during the Trust Year. 8.17 GROUP TRUST AUTHORITY. "Not- withstanding any contrary provision in this Plan, the 8.13 THIRD PARTY RELIANCE. No person Trustee may, unless restricted in writing by the Plan dealing with the Trustee will be obliged to see to the Administrator, transfer assets of the plan to a group proper application of any money paid or property trust that is operated or maintained exclusively for delivered to the Trustee, or to inquire whether the the commingling and collective investment of monies Trustee has acted pursuant to any of the terms of the provided that the funds in the group trust consist Trust. Each person dealing with the Trustee may act exclusively of trust assets held under plans qualified upon any notice, request or representation in writing under Code section 401(a), individual retirement by the Trustee, or by the Trustee's duly authorized accounts that are exempt under Code section 408(e), agent, and will not be liable to any person and eligible governmental plans that meets the whomsoever in so doing. The certificate of the requirements of Code section 457(b). For this Trustee that it is acting in accordance with the Trust purpose, a trust includes a custodial account that is will be conclusive in favor of any person relying on treated as a trust under Code section 401(f) or under the certificate. Code section 457(g)(3). For purposes of valuation, the value of the interest maintained by the Plan in 8.14 INVALIDITY OF ANY TRUST such group trust shall be the fair market value of the PROVISION. If any clause or provision of this portion of the group trust held for Plan,determined in Article VIII proves to be or is adjudged to be invalid accordance with generally recognized valuation or void for any reason, such void or invalid clause or procedures. provision will not affect any of the other provisions of this Article VIII and the balance of the Trust ARTICLE IX provisions will remain operative. AMENDMENT,TERMINATION,TRANSFERS 8.15 EXCLUSIVE BENEFIT. The Trustee will 9.01 AMENDMENT BY EMPLOYER / hold all the assets of the Trust for the exclusive SPONSOR. The Employer has the right at any time benefit of the Participants and their Beneficiaries and and from time to time: neither the Employer nor the Trustee will use or divert any part of the corpus or income of the Trust (a) To amend this Plan and Trust Agreement for purposes other than the exclusive benefit of the and its Adoption Agreement in any manner it deems Participants and Beneficiaries of the Plan. The necessary or advisable in order to continue the status Employer will not have any right to the assets held by of this Plan as an Eligible 457 Plan; and the Trustee and the Trust assets will not be subject to the claims of the Employer's creditors or, except as (b) To amend this Plan and Trust Agreement provided in Section 4.06, of the creditors of any and its Adoption Agreement in any other manner, Participant or Beneficiary. No Participant or including deletion, substitution or modification of Beneficiary shall have any right to sell, assign, any Plan,Trust or Adoption Agreement provision. transfer or otherwise convey his or her Account or any interest in his or her Deferred Compensation. The Employer must make all amendments in Notwithstanding the foregoing, the Plan writing. The Employer may amend the Plan by an Administrator may pay from a Participant's or Adoption Agreement election, by addenda, by Beneficiary's Account the amount the Plan separate amendment, or by restatement of the Administrator finds is lawfully demanded under a Adoption Agreement or Plan. Each amendment must levy issued by the Internal Revenue Service with state the date to which it is either retroactively or respect to that Participant or Beneficiary or is sought prospectively effective. The Employer also may not to be collected by the United States Government make any amendment that affects the rights, duties or under a judgment resulting from an unpaid tax responsibilities of the Trustee or the Plan assessment against the Participant or Beneficiary. Administrator without the written consent of the The Trust created under the Employer's Plan is affected Trustee or the Plan Administrator. © Copyright 2005 SunGard Corbel 2/05 20 Eligible 457 Prototype Plan 10(b)(2) as to post-severance transfers between The Prototype Plan Sponsor also may amend Governmental Eligible 457 Plans; 1.457-10(b)(3) as the Plan and Trust in writing(including adoption of a to transfers of all assets between Governmental substitute Plan and Trust) without any adopting Eligible 457 Plans; 1.457-]0(b)(4) as to transfers Employer being required to re-execute its Adoption between Governmental Eligible 457 Plans of the Agreement, provided that the Sponsor considers the same Employer; and 1.457-10(b)(5) as to post- amendment necessary or advisable to continue the severance transfers between Tax-Exempt Plan as an Eligible 457 Plan and the amendment does Organization Eligible 457 Plans. The Plan not modify or affect any Employer's Adoption Administrator will credit any Transfer accepted under Agreement elections. this Section 9.03 to the Participant's Account and will treat the transferred amount as a Deferral 9.02 TERMINATION / FREEZING OF Contribution for all purposes of this Plan except the PLAN. The Employer has the right, at any time, to Plan Administrator, will not treat such Transfer as a terminate this Plan or to cease (freeze) further Deferral Contribution subject to the limitations of Deferral Contributions to the Plan. Upon termination Article Ill. In addition, in the case of a Transfer or freezing of the Plan, the provisions of the Plan between Tax-Exempt Organization Eligible Plans, (other than provisions permitting continued Deferral the recipient plans shall apply a Participant's Contributions) remain operative until distribution of distribution elections made under the transferor plan all Accounts. Upon Plan termination, the Plan in accordance with Treas. Reg. §1.457-10(b)(6)(ii). Administrator or Trustee shall distribute to The Plan's Transfer of any Participant's or Participants and Beneficiaries all Deferred Beneficiary's Account under this Section 9.03 Compensation as soon as is reasonably practicable completely discharges the Employer, the Plan following termination. Administrator, the Trustee and the Plan from any liability to the Participant or Beneficiary for any Plan 9.03 TRANSFERS. The Employer may enter benefits. into a Transfer agreement with another employer under which this Plan: (a) may accept a Transfer of a 9.04 PURCHASE OF PERMISSIVE Participant's Account in the other employer's SERVICE CREDIT. A Participant in a Governmental Eligible 457 Plan; or(b)may Transfer a Participant's Eligible 457 Plan, prior to otherwise incurring a (or Beneficiary's) Account in this Plan to the other distributable event under Article IV. may direct the employer's Eligible 457 Plan. The plan sponsors of Trustee to transfer(as of January 1, 2002,or later)all the plans involved in the Transfer both must be States or a portion of his/her Account to a governmental or both must be Tax-Exempt Organizations and the defined benefit plan(under Code§414(d)) for: (a)the plans must provide for Transfers. The Participant or purchase of permissive service credit (under Code Beneficiary, after the Transfer will have Deferred §415(n)(3)(A)) under such plan, or(b) the repayment Compensation in the recipient plan at least equal to of contributions and earnings previously refunded his or her Deferred Compensation in the transferring with respect to a forfeiture of service credited under plan immediately before the Transfer. Any Transfer the plan (or under another governmental plan within also must comply with applicable Treasury the same State) to which Code §415 does not apply regulations, and in particular Treas. Reg. §§1.457- by reason of Code §415(k)(3). * * * * * * * * * * * * * * * © Copyright 2005 SunGard Corbel 2/05 21