1989-20 Creates a Deferred Compensation Plan for Village Dept. Heads with ICMA-RC
RESOLUTION NO. pp_gg 1989
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA, CREATING A DEFERRED COMPENSATION PLAN
FOR VILLAGE DEPARTMENT HEADS WITH ICMA RETIREMENT
CORPORATION AND SETTING FORTH THE TERMS THEREOF.
WHEREAS, the Village has a class of employees
consisting of Village Department Heads rendering valuable
' service; and
WHEREAS, the establishment of a Deferred Compensation
Plan for such employees serves the interests of the Village by
enabling it to provide reasonable retirement security for its
employees by providing increased flexibility in its personnel
management system and by assisting the attraction and attention
of competent Village Department Heads; and
WHEREAS, the Village has determined that the
establishment of a Deferred Compensation Plan for its Village
Department Heads to be administered by the ICMA Retirement
Corporation to service the above objectives; and
WHEREAS, the Village desires that the investment of
' funds held under its said Deferred Compensation Plan be
administered by the ICMA Retirement Corporation and that such
funds be held by the ICMA Retirement Trust the trust
established by public employers for the collective investment
of funds held under their Deferred Compensation Plan.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL
OF NORTH PALM BEACH, FLORIDA:
Section 1: That the Village hereby adopts the
Deferred Compensation Plan attached hereto as Appendix "A" and
appoints the ICMA Retirement Corporation to serve as
administrator thereunder.
Section 2: The Village hereby executes a Declaration
' of Trust of the ICMA Retirement Trust attached hereto as
Appendix "B".
Section 3: The Village Manager shall be the
coordinator for this program and shall receive necessary
reports, notices, etc. from the ICMA Retirement Corporation or
the ICMA Retirement Trust and shall cast on behalf of the
Village any required votes under the program. Administrative
duties to carry out the Plan may be assigned to appropriate
departments.
Section
' Department Heads
the Plan.
Section
not exceed $7,5
compensation for
Section
immediately upon
4: The V111age hereby designates the Village
as the sole persons eligible to participate in
5: The amount of deferred compensation shall
00.00 or 158 of the participant's includable
each taxable year whichever is less.
6: This Resolution shall take effect
passage.
PASSED AND ADOPTED THIS 11th DAY OF MAY ,
1989.
(Village Seal)
ATTEST:
Vi~ C er
U
8539G/clc
-2-
APPENDIX A
("EMPLOYER")
DEFERRED COMPENSATION PLAN
I. INTRODUCTION
Tne Employer hereby establishes the Employer'{ Deterred
Compensation Plan, hereinafter re!erred to as Ihe"Plan." The Plan
consists of the provisions sal forth in this document.
Tne primary purpose of this Plan Is to provide retirement Income
and other deterred Denelits to the Employees of the Employer In
accordance with the provisions of section d67 0l the Internal
Revenue Code of 1954, as amended.
This Plan snarl be an agreement solely between the Employer
and participating Employees.
DEFINITIONS
2.01 Account: The bookkeeplnp account maintained for each
Pa nicipant reflecting 'the cumulative amount 01 the
Participant's Deterred Compensation, including any Income.
gains, losses, or Increases or decreases In market value
attributable to the Employer's Investment of Ina Participant's
Delerretl Compensation, end further reflecting any distribu•
bons to the Participant or the Participant's Beneficiary antl
any lees or expenses charged against Such Participant's
Deferred Compensation.
2.02 Atlminislralor: The Derson or persons nametl to carry Out
certain nondiscretionary atlm~nistrative functions under the
Plan, as hereinafter descri betl. Tne Employer may remove
any person as Administrator upon 60 days advance notice in
writing to such person, in which case the Employer shall
name another Derson or persons to act as Administrator, The
Atlminis Valbr may resign upon 60 Jaya advance notice in
writing to the Employer, in which the case the EmplOyerahall
name another person or persons to act as Administrator.
2.03 Beneficiary: Tne Derson or persons tlesipnaletl by the
P.a r(icipant in his Joinder Agreement who shall receive any
benefits payable hereunder in the even) of the Participant's
. ...
- `/
2.04 Deterred Compensallon: The amount of Normal Compensa-
tion otherwise payable to the Participant which the
Participant and the Employer mutually agree to defer
hereunder, any amou nt credited to a Participant's Account by
reason of a transfer under Section 6.03. or any other amount
which the Employer agrees to credit l0 a ParliGipant's
Account.
2.05 Employee: Any individual who provides services lOr the
Employer, whether as an employee of the Employer or as an
intlependent eontraclor, end who has Deen designated by the
Employer as eligible to particlpete In the Plan.
2.06 Includible Compensallon: The .amount of an Employee's
compensation Irom Iha, Employer for a laxeble year that Is
attributable to services performed for the Employer and that
is includible in the Employee's prosy Income for the laxeble
year for federal Income lax purposes: such term does not
Inclutle any amount excludable from gross Income under this
Plan or any other plan describetl in section 467(D) OI the
Internal Revenue Code, any amount excludable Irom gross
Income under section d03(b) of the Internal Revenue Code.
or any Olhar amount excludable Irom gross income for
federal Income tax purposes. Includible Compen4ation shall
be determined without regard to any community property
laws.
2.07 Joinder Agreement: An agreement enteretl Into between an
Employee and the Employer, including any amendments or
mOditic81i0na thereof. Such agreement theft fix the amount
of Deferred Compensation, specify a Drelerence among Ina
Investment alternatives designated by the Employer,
designate the Employee's Beneficiary or Benelicieries, and
Incorporate the terms, conditions, and provisions of the Plan
by reference.
$.OB Normal Compensallon: The amount of compensation which
would be payable 10 a Parlitipant by the Employer for a
tazeble year II no Joinder Agreement were in effect to deter
compensation under this Plen.
2.09 Normal Rellrament Ape: Age 70, unless the Participant has
elCCled an enemata Normal Retirement Age by written
instrument delivered to the Atlminislretor prior to Separation
Irom Service. A Participant's Normal Retirement Age
determines (a) the latest time when Denelits may commence
under this Plan (unless the Participant continues employ
ment alter Normal Retirement Aqe), antl (b) Ina period during
which a Parlicipa nl may utilize the catch•uD limitation or
Section 5.02 hereunder. Once a Participant has to any extent
utiliietl the calch•up limitation of Section 5.02, his Normal
Retirement Ape may not be changed.
A ParliciDanl's alternate Normal Retirement Age may not
be earlier than the earliest dale That the Parlitipant will
become eligible to retire and receive unreduced retirement
benefits untler the Employer's basic retirement plan covering
the Participant and may not be later than the dale the
Parlitipant attains age 70. II a Parlitipant continues
employment alter attainlnp age 70, not having previously
elected an alternate Normal Retirement Age, the Participant's
alternate Normal Retirement Age shall not be later Than the
mandatory retirement ape, II any, established by Ina
Employer, or the age at which the Participant actually
separates Irom service II the Employer has no mandatory
retirement ape. 11 the Participant will not become eligible to
reeelva benellts under s basic retirement plan maintained by
the Emplbyer, the Participant's alternate Normal Retirement
Age may not be earlier then attainment of age 65 antl may not
be later than attainment of age 70.
Y.10 Parliclpanl: Any Employee who has joined the Plan pursuant
to the requirements of Article IV.
2.11 Plan Year: The calendar year
cably elect within 60 days following Separation Irom Service
to have the distribution of benelits commence on a dal! other
' 'than that described in the Dreceding sentence which is al
least 60 days alter the date such election is tlelivered in
• writing lo,ihe, Employer and forwarded to the Administrator
•,-~;-DUt, aot iBler ~han 60 days after lheyid{e ollhe Plan Vear of
• tie Participanfs•Fietiremenl. ~`
7.02 Payment Options: AS provided in Sections 7.01, 7.06 and 7.06,
a Participant may elect to have the value of his AcCOUnt
Distributed in accordance with one of the IollOwing payment
options, provided that ouch option is Consistent With the
limitations set forth in Section 7.0.3:
(a) Equal monthly, quarterly, semi•annuai or annual
payments in an amount chosen by the Parliclpanl.
continuing until his A000Un1 is exhausted;
(b) One lump Sum payment;
.?.{'c) approximately equaLmonthly, puarlerly, Semi-annual
`or'annuel payments, calculated to continue for a period
cart sin chosen by the Parli Cipanl;
(d) Payments equal to Daymenls made by the issuer OI a
retirement annuity policy acquired Dy the Employer;
le) Any other payment option eleCtetl by the Pe rlicipanl
antl agreed to by the Employer.
A Participant's election of a payment option must be made at
least 70 days before the Daymenl 01 benelits is to coin menCe.
Ii a Pa rU Cipant tails IO make H timely lleGlibn OI a Daymenl
option. benelits shall De Daid monthly under Option (y above
for a period of live years.
7.07 Limitation on Opllons: No payment option may DB SElecletl
by the Participant under Section 7.02 unless the Dresenl value
of (he payments 10 the Parlicipent, determinetl as 01 the date
-bFn 21lI5 pommerrce7 BkCa9as 50 percent OI the value Of the
Participant's Account as of the date benelits commence.
Present value determinations under this Section shall be
made by Ina Admini5l rat Or in accords nce with the ezpeCled
return multiples sal IOrlh in seclrbn~1.72-9 01 the federal
Income Tax Regulations (or any successprprovision to such
regulations). ~ .•
7.Od Posl-rellremenl Death Benellls; Should the ParliCipant die
alter he has begun to receive benelits under a payment
option. Ina remaining payments, it any, under the payment
option shall be payable to the Participant's Beneliciery
commencing within 60 days alter me Administrator receives
pro0101 the Participant's death, unless the Ben8liCiiry EIBCIS
payment under a dillerent payment option at least 30 days
prior to the dale that the first payment becomes DayaDIB to
the Beneliciiry. In no even) theft the Employer or
Adminislr810r be liable to the Beneli Clary IOr the amOUnt OI
any payment made in the name of the Parlicipent before iha
Administrator receives proof of death of the Participant.
Notwitnslantling the foregoing, paymenlf to a Beneficiary
shall not extend over a period longer Than (i) the Benelieiary'f
_ `. file expectancy iltne.8en@(iciary la Iqe Participant's fpouse
'`~oi (ii)~ tilteen is 6) years it the' Beneliciery if not the
Pa rlicipanl's spouse. If no Beneliciery Is designated in IM
Joinder Agreement, or it iha designated BeneliClary doer n0i
survive the Participant for a period of tilteen (16) days, then
the commuted value of any remaining payments untler the
payment option shall be Daid in a lump win to the estate of
the Parlicipent. II the designated Beneficiary turvlvef the
Participant for 8 period of Itlleen (16) Obyt, but dOef not
continue to live for Ina remaining period 01 payments untler
Ina payment option (as modified, it necessary, in eonl0rmily
with the third sentence of thla section), Inan the commule0
.value of any remaining payments under the Daymenl option
shall be Daid in a lump sum 10Ihe estate OI the Bene11C18ry.
7.05 Pre•rellrement Death Benefits: Should the Parliclpanl die
before he has begun to receive the benelits Drovide0 by
Sections 7.01 or 7.06, a death Densitl equal to the value of the
Participant's A000un1 shall be DayaDle to the Bene DC,ary
commencing n0 later Than 60 days alter the close of the Plan
Year In which the Participant would have attained Normal
Retirement Age. Such death Denelit snap be paid in a lump
sum unless Ina Beneficiary elecif a diller~nt payment option
within 90 days of the Parlicipanl't death. A Beneficiary who
may elect a payment ODIiOn pursuant to the OrOVisiOns of Ina
preceding tenlence shall be healed as it he were a Participant
for purposes of determining the payment options avails Dle
under Section 7.02; provided, however, That Ina payment
option chDSen by the Beneficiary muss provide for payments
10 Ina Beneficiary guar a period no longer Inan Ina file
expectancy of Ina Beneficiary it Ina Beneficiary is the
Participant's spouse end must Drovide for payments over a
period not in excess of tilteen It6) years it the Benel~c~ary ~s
not the Panicipanfa spouse.
7.06 Disabllily:ln the events Parliclpanl becomes d~saDlea Delore
the Commencement OI Reluemenl De neltls under Secl~On
7.Ot, the Participant may elect to commence Denehts untler
one of the payment oplwns descn Ded In Section 7 02 on Ina
1851 tlay OI the month IOIIOwmg a del ermmati0n OI else Dd,!y
by the Employer. Tne Participants request for such
determiMliOn must De made within a rea Bona Dle lime after
Ue impaumenl which constitutes the disability occurs A
Participant shall be considered disabled for purposes of tn~s
Plan it he is unable to engage in any su bsl8ntial ganlul
activity by reason of any medically determinable DhYS~[al or
mental impairment wnlcn Can De expected to resun .n death
or be of long-continued and indefinite dwauon. Tne
disability OI any ParliCipant theft De determined m
accordance with uniform principles consistently applied antl
uDOn the basis 01 wch metlical evidence as Ina Employer
deems necessary and tlosira Dle.
7.07 Unforeseeable Emergencies: In Ina event an vnloreseeaDle
emergency occurs, a ParliCipant may apply 1o Ina Employer
10 receive tool p8/1 OI the value OI his BCCOUn( iha: is
reasonably neetled 10 satisfy the emergency need. If such an
application is approved Dy the Employer, the Participant snau
be pale only such amount as the Employer deems necessary
to meet the emergency need. Dut Daymenl anau not be made
10 the extent that the flnandlal hardship may De re bevel
through cessation of deferrer under the Plan. insurance or
other reimDurtement. or liquidation OI other assets to the
extent such IigUidabOn would nOi dsell Cause Severe DnBnGal
hardship. An vnloreseeable emergency shall De deemed to
involve Only cllCUmStanCef OI Severe tinendal hardship IO lne
Paricipanl resulting Irom a sudden and unexpected duress or
accitlent 019h8 Pa rlicipanl or of a oeDendem las defined in
section t621a) of the internal Revenue Code) of Ina
Participant, loss of Ina Participant's property due to casualty.
Or Other similar and exlraorOmary unforeseeable Cutum-
ttantef allfing as a IlSUII OI events beyond the COnVpI OI the
Pariicipanl. Tne need t0 fetid a PartiCrpanff Child 10 College
or to purthaae a new home fhail not be considered
unforeseeable emergencies. Tne determination as to
whether fUGn an UnlOrefeeeDlB emergency exists shall be
based on Cho merits of Bath intlivi0u81 case.
VIII. NON•ASSIGNABILITY
No Participant or Beneficiary shall have any right to commute.
tell. assign, pledge, transfer Or Otherwise conveyor encumber Ina
right t0 reClive Iny paymenlf hereunder, which payments end
Iighlf era exprataly declared t0 be non-a asrgn8 ble antl nOn-
lranslerable.
IX, RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT
AGREEMENTS
This Plan serves in addition to any other retirement. pension. or
benefit Dlan or system presently In ezislence or hereinaller
established IOr the Denelit OI the Employer's employees. and
parlrGipelion hereunder anal) not a11eC1 Denefila receivable under
APPENDIX 9
DECLARATION OF TRUST
OF
ICMA RETIREMENT TRUST
ARTICLE I. NAME AND DEFINITIONS
Beetlon 1.1 Name: The Name d the Trust as amentled and rerisletl hereby.
is the ICMA Retirement Trust.
Section l.2 De11nltlons: Wherever they are used herein, the ldldwinp brmf
snail have the Idlawinp respective meahrps:
(a) By-Laws. Tne By-laws rderred to In Seclidn 4.1 Mrad, as amended from
time to time
(b) Deterred Compensation Ftan. A deferred Compensatan pan esbdished
and mainlalned by a Pudic Empoyer la Tne Wrpose d ga+birp relire•
meat income end other tlelerred benefits to hs empoyces In accordance
with the Drovisions d section 457 d the Internal Revenue Coded 1954,
as amendetl.
(c) Employees. Those empgces who participate In Ouelifietl Plans.
(d) Empoyer Trust A trust created pursuant to an agreement beMeen RC
and a Pudic Empger for the WrPOae d irnestinp and admintriorirp the
funds set aside by such Empoyer in connection with its Deferred Compen-
sa4onagreements with its empoyees a in Corlrladtial wMh Ms Ouesfied Pbn.
(e) Guaranteed Investment Contend. A conlencl entered IMO DY tM Rdire•
ment Trust with insurance companies that Drovides IOr a puarenleed rate
of return on irwestments matle W rsuant to such contraCl.
(Q ICMA. The International City Management Association.
(p) ICMA/RC Trustees. Those Trustees defied by the Pudic Empger6 whq
in accordance with the provisions d Section 3.1(a) hared, ere also mem•
bars of the Board d Directors d ICMA a RC.
(n) Investment Adviser Tne Investment Adviser that entani into a Contract
with the Retirement Trust to provide atlvice vrith respect to IrresmeM d
the Trust Property.
() PoMdios. Tne Portfdios d invesments esladished M the IrrverimeM
Adviser to the Retirement Trust, under the supervision d the Buriees, br
the Durpose d Drovidirp investments br Na Trust Properly.
(I) Pudic Empoyce Trustees Those Trustees defied by IM Pubic Empayers
who, in accordance vrith the provisions d Section 3.1(a) hared, are IW4time
empoyees d Public Empgers.
(k) Pudic Empoyer Trustees. Pudic Empgers who serve as Trustees d
the Oualihed Plans.
(1) Pudic Empoyer. A unit of state or local government, a dry apenq a
instrumentaiiry thered, that has adopted a Dderred Ctxnpen68tion Plana ,
e Oualified Plan and has executetl this DedaratiM d Truri.
(m) Qualified Plan. A pan sponsored by a Pudic Empoyer br Rb purpose
d prodding retirement income to its empgces which satisfies the quan&
cafion requirements d Section 101 d the Internal Revenue Coda as
emended.
(n) RC. The International City Management Association Rdirement Corps
enFOn.
(o) Retirement Bust. TAB Trust created M finis Decbention d Trust.
(p) Trust Property. The amounts held in tM Retirement Trust on behalf d the Pudic
Empoyers b Cdnnaclidn wph pelerred Compensation Pons and on benan of the
Pudic Empoyer Buuces la the exGurive benefit d Empgees pursuant to Ouan-
fied Plans. The Buri Properly shall include any income resulting hom Tne invest
men d the amounts so hdtl.
(q) Bu61ces. TM Pudic Empoyce Tiurices end ICMAIRC Burices electetl by the
Pudic Empgers b nerve es members d tM Board d Trustees d the Retirement
BUST.
ARTICLE 11. CREATION AND PURPOSE OF THE TRUST; OWNERSHIP
OF TRUST PAOPERTY
Ssetlon 2.1 Creation: TM Retirement Trust is created end established A'
Ute execution d Ws DBUaretion d Bust by the Trustees and the Public
Empayen.
Section 2.2 Purpose: TM purpose d Ne Retirement Truri is to provide fa
the eonurunpled irtverinbnt d gabs hd0 DY tM Pudic Empoyers in connect
tion wllh their Deferred Compensation and Qualified Plans. Tne Trust Prop
arty sMll De Irweried to lho PoMdios, in Guaranteed Irvestment Contracts,
and In other irneaunew recommended by the Irweriment Adviser under the
supaMSion d IM Board d Busses No earl d the Trust Progeny win be irwe9ed
In socunties Issued M Pudic Empoyers.
Ssctlon Z.9 Ownerahlp of Trust Property: The Trurices shah nave sepal
title b the Bust Properly Tne Pudic Empoyers than be the beneficial owners
d IM portion d tM Yust PropeM allpcede to the Delerretl Compensation
Plans. The pdrlion d lM kuri Property ellOCade to the OueliGed Pbns snail
Da hdd for 1M Pudic Empoyer Burices for Ne exclusive benefit d the
Empayces
ARTICLE III. TRUSTEES
Ssetlon 3.1 Number and Qua1111ution of Trustees.
(e) The Board d Trurieas shell consist d nine Trustees. Five of the Trustees
chart M NII-time empgces d a Pudic Empger pne Pudic Empoyce
Trurices) who are author@ed by such Pudic Empoyer to serve as Trustee.
TM remalNrp lour Trustees shall consiri d two parsons who, al the lime of
dededn to iM Board d TNriaes, are members d the Board 01 Directors Ot
ICMA ant fwd persorM who. at the time d deetion, are members OI tM Board
d Diredont d RC ftha ICMAIRC Trustees). Ore d ote Tnrriees who is a drecta
d ICMA, orb one d the Trustees who h a direota d RC, Nan, at the time
d dgClion, l» full•tim0 empoyees d a Pudb Empoyer.
(b) No person may serve ss a Trurice for mac than one term in any ten-year
Period.
6sctlon 9.Z Elsctlort and Tsmn.
(e) Exeeq for the Trustees appointed to fill vacancies appdnted W aft vacancies pursuant to Section 3.5
Mred. the Buriees shall M defied bl a vqa d a majority d Me Pudic
Empoyees iri accordance wah the procedures set lOrlh In me By-Laws.
(b) A! 1hs firer elocl'~n d liupoos, Mree Tlugses shell M lasted la a term
d IAree yearc~ Nrea Tru51er:4 shall be eleced for a term d Mo yeas and Utree
Trustees shall De elected la a term d one yeas N each wbeegveN leClipn,
three Trustees snap be Nested for a term d three yearc and ants hIS a her
successor is laded and Qualified.
Section 3.3 Nominatlons: The Trustees who ere Nll-Gme employeesd Pudic
Employers shall serve as the Nominetittp Cdnminee for the Pudic Employee
Trustees The tJMwnating Convnfiee shaA choose candidates br Pubfq Employee
Truriees in accatlance with the pocedures set brth in the By-laws.
Section 3.4 Reslpnatlon and Removal.
(a) Arty Trustee may resgn as Trustee (wimoul need fa Drbr a wb5equeM
accounting) try an instrument in writing dpned by the Trustee end delivered
b Vte finer BuSteeb and such re4gnalion shall be eAedcve upon such dlivary,
or at a later date according to the terms d the Inrirumenl. AM d the Trustees
may De removed for cause, by a vote d a majairy d me Pudic Empoyere.
(D) Eacn Pudic Employee Trustee shall resign his or her position as Trustee
within sxty days d Me dale on which rte a she ceases to De a krA-arse emplgee
d a Pudic Employer -
Seclion 3.5 Vacandes; Tne term d orrice d a Trustee snail lertninale and
a vacancy snail occur in the event of the death, respnation, remoral, edjudi•
catetl incompetence or other incapacity to perform the duties d tM duce d
a Trustee. In the case Or 8 Vdcanoy. the remaining TfUSIeeS shall aDpanl 6uCh
person as the/ in (heir tliscretion shall see fit (subject 10 the IlmilatidnE Cl bM
in this Section). to serve br the unexpired portion d the term d the Trustee
who has resigned or otherwise ceased to be a Trustee. The appdntment shall
lx made by a wrinen instrument signed DY a majesty d the Truriees. TM per.
son abbot need must M the same type d Trustee b.e., Pudtc Emdh'ee Trus-
tee or ICMA/RC Trustee) as the person who Ms ceased to be a Truslea An
appd ntmenl of a Trustee may be made in anticipation d a veoandy to Oddur
N a later date try reason d rNirement a resipnatim, praidel Ihat Such 6ppciM•
menl shall nd become BAeclive prix b such retirement a re&grNli0n. Wnen•
e,Rr a vacancy in the number d Trustees 6haA OCGUr, until 6UCn vacancy 16
fined as Draidetl in this Section 3.5. the Tintless in otfx:a repardess d their
number, snarl nave all the powers Granted to the Trustees and ihaA discMrpe
ell the duties imposed upon the Tru5lee6 by this DBdaretion. A Wfitl80lMtnu'
meet certifying the existence d such vacarwy signed M a majority d the
Trustees shalt be conclusive evidence d the existence d such valency
Section 3.6 Trustees Serve In Representatlva Gpaelty: BY exeCUlirtq
this Declaration, each Pudic Employer egress slat ale Pudt Employee livsteea
Nested by the Pudic Emplayerc are aulhaized b ed ea operas sod reprrfeen•
tatives of me Pudic Employers cdleclively.
ARTICLE IV. POWERS OF TRUSTEES
Section 4.1 General Powers: The Trustees ahaA have the power b conduct
the Wsirtes5 d the Trust and b carry on As operettone Such power 9ftaA include.
but 6nall not M limited to, the power to:
(a) receive the Trust PropeM Iran the Pudic Employee, Pud'ro Employer
Trustees or other Trustee d ell Employer Bust:
(b) enter into a contract with an IMRaImeM Adviser prryvidirp, amalp dher
mings,.for the estadishment end operation d the Prxddid; reelection d tM
Guaranteed Investment Contracts in which the Trust PropaM may be irnosted,
sNection d other irre5ynerp5 br the Trust Property end the payment d re860na-
defees to the Investment Adviser end b arty euDirtvestmeM adviser reroiMd
by the Ir*,estmenl Adviser,
(c) re+iew annually the penormance d the IrwestmeM Adviser and approve
annually the contracl with such IraestmeM Adviser,
(dl irweri and rNrnest ate Trust PropeM h the portfdiga, are 6uaroneed IMaeSI
Caarads ell in cry dher irrveStrMM recorrvnerWad IN ~1n'~B M a Pudic
but not indu6np securities issued IN Pudic Employers. pr
Empoyer has directed roar its monies be Irwestad in specified Portldios or
in a Guaranteed Irrsstment CMUad, the Trustees d me Retirement Trust shall
irxeri such monies in eccordaroe with such directions:
(e) keep such portion d me Trust Property in cash a cash balances es lha
Trustees, Iran ame to lime, may deem to be in the Dell Interest d the Retire
menl Trust created hereby. without liadlay for interest thereon;
(Q aa:ep and resin fa cash Grtts ai UISY may deem advisada ant iecud•
Uea a qMr propeM raglved a acquired by Ihsm a TruslNS nsrwndsr,
w4leUler a nd iuelt tecurlUea a dher poDeM would normally be purchased
se Invecunenu Mrsunder;
(pj cause any aeeurAiss a shay popeM hdd as pan d Ne Trust Properly
b be reptriered In ih0 Mme d the ReltremeM Rust d In the Mme d a ndfli-
nee, and b hdd ant kyestments In bearer lam, but the books and nasals
d rho Trustees shall al N times show Wet ll such inverimenm are a pan d
the Trust ProDeMi
(h) make execNa acknowiedG4 and lliver ant and all documents d trans
ter and conveyance end ant end all dher instrumeras that may !>a necessary
a appropriate b carry out tM powerc herein pronged;
~ cafe upon erN pock bonds. a dher cecunaes; Diva pereral a spedal grasses
a powere d ananey with a without power d wDataution; exercise ant con
version piMlepes, wbsatpgion rights, a dher options, end make ant Day
manta Incidental (herb): oppose, a Consent lo, a otherwise paniciDate in,
corporate rea0ent~tions a doer charges eflecarq dorpaate securities. and
delegate discretionary Dowell, end DaY arty assessments a charges in con
neCtion merewith; and generally exercise arty of the powers of an owner with
respect to ataks, bonds, eecunties fir other progeny heltl as pan d the Trust
Property;
~) enter into eonuads a arrangements for pools a services requied in tom
OerdiM with me Operation d the Retirement Trust. inClUtling. Dug not limiletl
la contracts with custodians end contracts for the Drovislon d admin~sualive
services;
(k) borrow a raise mMey la the purposes d the Retirement Trust in such
am0uM, end upon such lertns and CaxiAiorls, as Ina Trustees shall deem edvis~
tide, provided that m8 sgprepale small d such barowinps shall nor exoeed
309b d the value d tM Trust ProPeM~ No Dorton lending money to gne Trustees
shall be bountl to sae the appltcelion d the money lent Or to inquire into ks
validity OzpBdierwy a DroDrtety d ant such borrowing:
Q) Incur reasonade azpenses es required 1a the operation of the Retirement
Trutt and 6educt such expenses from the Trust PropeM;
(m) pay expenses progeny allocade b the Trust Progeny irourretl in connec-
tion wlththe planned Compensators PIaM. Ouatified Plans, a the Emdayer
Musts end deduct such expenses Iron that portion d the Trust Prppeny to
whom such expenses are progeny elloCede;
(rg pay oN d the Trust Property all real orb personal propeM taxes, income
taxes an0 dher lazes d arty end ell WMS which, M the opinion d the Trustees.
are progeny Ievle0, a assessed under existing a µure laws upon, a in respecg
d, fib lint PropeM and aADCate ant such taxes b the appropriate accounts;
(o) adopt. amend end repeal the BY•Itws, Provided iMl cash By-Laws are
at aA limos oonsipeM with We bans d This Declaration d Trust:
(p) emplq pertoM b make availade interests In Ne Retirement Trust to
employerc lipids b maintain a Delerretl Compensation Plan under Section
457 a e Qulieed Pkn anger Section 401 d the IMerMI Revenue Code. as
amerbed;
(~ itsue fire Amur Reppn d the Retirement Trust, end the disclosure docu-
rneras end gher klerature aced by U>e Retirement Trust;
(q rMke bent, IrtcWtltnp Ne purchase d led gdipations, pravtded that au
itrlh ball shell bear Intelsat at Ne current market rate;
(e) r~rared br, and dlegale any powere granted hereunder tq such dfx:erc,
operas, empigeec, aurfaors end altaMya as the trustees may eNeci, prattled
Ihat Ure Tructes6 may nd tllepate the Dowse sal forth In parogrnphs (D), (c)
sod (o) d this Sacpon 4.1 and rMY nd dlepate ell payee it such tlelega~
con world vidate Ihlr adultery duties:
(I) prrY+ide br Use Irtdemrtficaeon d the daces and Trustees d the Retirement
Trust end purohese aductary Inwronee;
(u) maintain books and records. indudrq separate accounts la each Pudic
Employer. Pudic Empio/er Trustee a Empoyer Trust and WCh atld4iawl se P•
orate exouMS as are required under, and consistent vritn, the Deferred Com-
pensation a Ouafified Plan d each Pudtc Employer, and
(v) d0 aA such ads, lake BA such proceedirgc, ant exercise all such npMs
end privileges, aahagn nd spadfically meraiorted herein. as gne Trustees may
deem necessary a appropriate to atlmir9ner the Trust Property and to carry
out the purposes d Ne Retirement Trust.
Section 1.2 Dlstnbutlon of Tkutl Property; Uistnbunons d eta Trust Prep
arty :all t,e made t0. w on behah p, me Pudic Emplger w Pudic Empoyer
Trustee in,accoRianCe witµ me terms d me Delerretl Comperwation Plans,
aualified Plans or Emplger Truris. The Trustees d the Raliremem Trust Mall
De Nlly protected in making payments In accordance with the tlireetions d
are Pudic Empgers. Pudb Employer Trustees or other Trustee d the Emploer
Truro without ascenaiMnp whether such payments are In cCmpGance wM the
proHSOru d ate Dderced Compensation or Qualified Plans, d a+e epreemertfs
creating me Empger Trusts
Section 1.3 Execution of Instrument: The Trurices may vreNmously
designate arty ono or more d the Trustees to execNe cry Instrument w doeu•
mast on bohall d ell, including but nil limited to the tipninp or endorsemem
d ary check and Ise s;pninp d arty applieatiore, insurance arts dher con
tracts. and me action d such desipretetl Trustee w Trustees thes Aave the
same force entl effect as it taken by all the Trustees.
ARTICLE V. DUTY OF CARE AND LIABILITY OF TRUSTEES
Section 5.1 Dury of Care: In exercising the powers hereinbebre granted b
the Trustees, the Trustees shall perform all acts wimin their authority for the
exGurve purpose of prpuidinp benetita for the Public Employers in t:orvrep
Dort wrth Deterred Compensation Plans ant Pudic Emprryer trustees WrsuaM
to O~alihed Plans, and shall penorm Such acts with the Care, 6ki11, prudence
and diligence in the circumstances Then predailing that a prudent person ac4
ing in a like capacity antl familiar wits such masers would use in the CdnduCl
of an enterpnse d a like Character and with like aims.
Section 5.2 Liability: The Trustees shall not be liade br any mistake djudp.
mast or other action taken in pond With, and lw any action taken or omined
in reliance in good faith upon the books d account d dher recdda d the
Retirement Tru51, upon the opinion d counsel, or upon reportt matle to the
Renremenl Trust by any of its ohicers, employces or agents w b1' the Invet4
mast Pdviser or any subinvestment atlviser,accountants, appraisers w aher
ezpens or consuhanls seletletl with reasonable Care by the Trustees, dfiters
or empgces of the Renremenl Trust. Tne Trustees shall blso nil De liade for
arty loss sustained try the Trust Progeny by reason d arty imeslmeN made
in good tarts and in axwtlance with me btandard d care sat tyro h SeCCdn 5.1.
Section 5.3 Bond: No Trustee snah be odipated to 9is'e ant band or aher
security 10r the penormanCe Of any OI his Of her duties hereuMec
ARTICLE VI. ANNUAL REPORT TO SHAREHOLDERS
Tha Trustees thaA anrWNly submit b Ute Pudic Empoyers antJ Pudic Empoe,
Truriees a wdnen report d the var>sedlons d the Retirement Trust. Includirp frer.
Cial statements wttiCh shall be Cenieed by intleperded pudic acCOUrnanls tno
sen M me Trustees.
ARTICLE VII. DURATION OR AMENDMENT OF RETIREMENT TRUST
Section 7.1 Withdrawal: A Pud'd Empger d pudic Empger Trustee may,
at any lime, withdraw Iron Inif Reliremenl Truri by tleliverirp to me BOdrd d
Trurices a wnaen rialemenl d withdrawal. In such atalemenl, me Pudic
Employer w Pvdic Emplger &urice shall ackrgwtedpe that the trust prop
srty allocade to Me Pudic Empoyer Is derived Irom compensation deterred
by emdoyces d such Pudic Emplger pursuant to ns Deterred Comperua.
lion Plan d Tram corariWliore to the accounts d Employees pursuant b s
Qualified Plan, end shaf,tlosprete ero frencial ir6eluaon W which such property
ihae DO transferred by me Truricec d the Retirement Trust or by Ina Trustee
d me Empoyer Trust.
Ssctlon 7.2 Duration: The Retiremere Luri Shall continue until terminated
by the vile d a majorky d the Pudic Employers, earn wriinp one vile Upon
IermireYOn, ell dine Trust Progeny shall be paitl out to the Puboc Employers.
Pudic Ertplger Trustees or me Trurices d the Emploer Trusts, es aDproDnale
Section 7.3 Amendment The Retirement Trust may be amended q me wte
d e majority d the Pudic Employers, each casting one rote.
SeetlOn 7.1 Proeedury: A resdution t0 terminate or amend the Retirement
Trust d b remove ° Trustee fnall ba wbmrtteo to a vote d the Pudic Emploers
fl: O a majority d the trustees a direct, w; (ii) a petition requesting a wte,
Signed by nil lees man 25% d me Public Employers, Is submined to Ise
Murices.
ARTICLE VIII. MISCELLANEOUS
Section S.1 Govsminp Law: Except as dherwise required by state or local
law, Ibis Declaration d Lust and the Retirement Trust hereby seated snarl be
construed end regulated by the laws d the Diriript d Cdumda.
SecllOn 0.2 Counterperte; This Declaration may be exetuled by the Public
Emptgert and trustees in two or more counterparts, each d whits snarl De
deemetl en Onpirel but all d wttiCh together shall conrihule one ant Ise Same
instrument.