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TC Res. No. 2002-13RESOLUTION NO. 02-13 SERIES OF 2002 A RESOLUTION ADOPTING A RESTATED AND AMENDED' PLAN DOCUMENT FOR THE TOWN OF AVON POLICE EMPLOYEES MONEY PURCHASE PENSION PLAN WHEREAS, the Town of Avon maintains a defined contribution retirement plan for certain eligible employees, called the Town of Avon Police Employees Money Purchase Pension Plan ("the Plan"); and WHEREAS, the Town of Avon wishes to restate the Plan to include various changes required or permitted by applicable tax laws; NOW, THEREFORE, -BE:IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. That the Plan is restated in the form of the attached document. Section 2. That the Finance Director, as Chairperson of the Board of. Retirement, is hereby authorized to execute the Plan. ADOPTED this 26th day of February, 2002. TOWN OF AVON, COLORADO c i Judy . o e Mayor Kris Nash, Town Clerk TOWN OF AVON POLICE OFFICERS MONEY PURCHASE PENSION PLAN Restated to Include Amendments Through December 31, 2001 TOWN OF AVON. POLICE OFFICERS MONEY PURCHASE PENSION PLAN Table of Contents Page ARTICLE I Definitions 1.1 General I-1 1.2 After-Tax Contribution I-1 1.3 Beneficiary 1.4 Board of Retirement ("Board") I-1 1.5 Break in Service I-1 1.6 Code ..........................................................................................................I-1 1.7 Compensation I-1 1.8 Defined Contribution Plan I-2 1.9 Disability I-2 1.10 Employee I-2 1.11 Employer I-2 1.12 Entry Date I-2 1.13 Forfeiture I-3 1.14 Fund ..........................................................................................................1-3 1.15 Hour of Service I-3 1.16 Life Expectancy I-4 1.17 Limitation Year I-4 1.18 Mandatory Employee Pre-Tax Contributions I-4 1.19 Normal Retirement Age I-5 1.20 Participant .................................................................................................I-5 1.21 Plan I-5 1.22 Plan Administrator I-5 1.23 Plan Year I-5 1.24 Qualified Deferred Compensation Plan I-5 1.25 Restatement Date I-5 1.26 Rollover Contribution I-5 1.27 Spouse (Surviving Spouse) I-5 1.28 Trustee I-6 1.29 Valuation Date I-6 1.30 Voluntary After-Tax Contribution I-6 i 15237:MAB Page 1.31 Year of Service I-6 ARTICLE II Eligibility Requirements 2.1 Participation .............................................................................................II=1 2.2 Employment Rights I1-1 23 Change in Classification of Employment ................................................II-1 ARTICLE III Employer Contributions 3.1. Matching Employer Contributions .........................................................III-1 3.2 rINTENTIONALLY LEFT BLANK] ....................................................III-1 3.3 Transfer Contributions ............................................................................III-1 3.4 Expenses and Fees ..................................................................................III-1 3.5 Responsibility for Contribution ..............................................................III-1 3.6 Return of Contributions ..........................................................................III-2 3.7 Military Service ......................................................................................III-2 ARTICLE IV Employee Contributions 4.1 Mandatory Employee Pre-Tax Contributions IV-1 4.2 Voluntary Employee Contributions IV-1 4.3 Rollover Contribution IV-1 ARTICLE V Participant Accounts 5.1 Separate Accounts V-1 5.2 Adjustments To Participant Accounts V-1 5.3 Participant Statements V-2 ARTICLE VI Eligibility For Benefits 6.1 Retirement VI-1 6.2 Disability VI-1 6.3 Death VI-1 ii 15237:MAB Page 6.4 Termination of Employment Before Retirement, Disability or Death VI-2 6.5 Claims Procedures VI-2 6.6 Disposition of Unclaimed Payments VI-3 ARTICLE VII Payments 7.1 Commencement of Payments VII-1 7.2 Method of Payment VII-1 7.3 De minimis Accounts VII-2 7.4 Minimum Distributions VII-2 7.5 Direct Rollover VII-2 7.6 In-Service Withdrawals VII-4 ARTICLE VIII Vesting 8.1 Employee Contributions VIII-1 8.2 Employer Contributions VIII-1 8.3 ' Years 'of Service Upon Rehire VIII-2 8.4 Calculating Vested Interest VIII-2 8.5 When Forfeiture Occurs VIII-2 8.6 Reallocation of Forfeiture VIII-2 8.7 Amendment of Vesting Schedule VIII-3 ARTICLE IX Limitations on Allocations 9.1 Maximum Limits on Allocations IX-1 9.2 Disposition of Excess Annual Additions IX-2 9.3 Participation in This Plan and a Defined.Benefit Plan (Not Effective for Plan Years Beginning on or After January 1, 2000) IX-3 ARTICLE X Administration 10.1 Employer .................................................................................................X-1 10.2 Plan Administrator ..........................................................................:........X-1 10.3 Trustee ............................................................................................:........X-2 10.4 Administrative Fees and Expenses ..........................................................X-3 iii 15237:MAB Page. 10.5 Governing Law ........................................................................................X-3 10.6 Election and/or Appointment of Employee Board Members ..................X-3 10.7 Written Communication ..........................................................................X-3 ARTICLE XI Trust Fund 11.1 The Fund XI-1 11.2 Control of Plan Assets XI-1 11.3 Exclusive Benefit Rules XI-1 11.4 Assignment and Alienation of Benefits XI-1 11.5 Trust Agreement XI-1 ARTICLE XII Participant Loans 12.1 Application .:.........................................................................................XII-1 12.2 Maximum Amount XII-1 12.3 Application Forms XII-1 12.4 Interest on Loans XII-1 12.5 Security XII-1 12.6 Terms of Repayment XII-1 12.7 Principal and Interest Allocation XII-2 12.8 Deemed Distribution of Loan Upon Default XII-2 12.9 Approval of Application XII-2 12.10 Loan Policy XII-2 ARTICLE XIII Insurance Policies 13.1 Limitations XIII-1 13.2. Administrative Requirements ..............................................................XIII-1 ARTICLE XIV Amendment and Termination 14.1 Amendments XIV-1 14.2 Termination XIV-1 14.3 Qualification of Employer's Plan XIV-2 14.4 Mergers and Consolidations iv 15237:MAB TOWN OF AVON POLICE OFFICERS MONEY PURCHASE PENSION PLAN The Town of Avon, hereby amends and restates in its entirety its Police Officers Money Purchase Pension Plan for the exclusive benefit of certain employees and their beneficiaries under the following terms and conditions: 15237:MAB ARTICLE I DEFINITIONS 1.1 General. The rights of a Participant who terminates Employment shall be covered by the Plan as in effect at the time of such termination of Employment. 1.2 After-Tax Contribution. An Employee contribution to the Plan that is not made as a pre-tax "pick up" contribution under section 414(h)(2) of the Code. 1.3 Beneficiary. The individual designated by the Participant, according to section 63(c), to receive distribution of the Participant's Account upon death. 1.4 Board of Retirement ("Board"). The Board of Retirement appointed,, in accordance with all applicable statutes or ordinances, to oversee the Plan's operations. The Board consists of five in three employees elected by the Participants, one appointee of the Town Manager, and the Finance Director or his or her designee. 1.5 Break in Service. A Plan Year during which an Employee fails to complete more than 500 Hours of Service. 1.6 Code. The Internal Revenue Code as amended from time to time and the regulations and rulings in effect thereunder. 1.7 Compensation. The total wages or salary, and any other taxable remuneration earned while a Participant from the Employer during the Plan Year, as reported on Form W-2, plus employer contributions made through a salary reduction agreement described in sections 125, 401, 403, 414(h) or 457 of the Internal Revenue Code of 1986, but excluding overtime (hours in excess of 40. per week paid at either straight-time or at time-and-one-half), compensatory time, . bonuses, commissions, volunteer pay, pay for occasional and sporadic work, allowances, on-call pay, shift differential pay, life insurance coverage over $50,000, wellness benefits, and severance payments. Wages and salary shall include lump-sum pay for merit increases, vacation sell-back, and regular pay for compensated absences such as vacations, holidays, sick leave, personal leave and paid-time-off. Effective for Plan Years beginning on or after January 1, 1996, Compensation for any Plan Year will be limited to the first $150,000 of Compensation, subject to adjustment as provided in Code section 401(a)(17)). The I-1 15237:MAB limits of Code section 401(a)(17) shall not apply to a Participant who first became a Participant in the Plan before January 1, 1996. Effective January 1, 1997, the family member aggregation rules set forth in Code Section 414(q) shall not apply. Effective for Plan Years beginning on or after January 1, 2002, Compensation shall not exceed $200,000, subject to adjustment as provided in Code section 401(a)(17)(B). 1.8 Defined Contribution Plan. A Plan under which individual accounts are maintained for each Participant to which all contributions, forfeitures, investment income and gains or losses, and expenses are credited or deducted. A Participant's benefit under such Plan is based solely on the fair market value of his or her account balance. 1.9 Disability. Disability shall be determined according to criteria established by the State of Colorado Fire and Police Pension Association (hereinafter referred to as FPPA). 1.10 Employee. Employee shall mean any individual employed as a regular full-time, paid, sworn police officer of the Town of Avon. Effective September 22, 1987, included are "leased employees" as defined in this section 1.10. The term "leased employee" means any person (a) who is not an Employee of the Employer, and (b) who pursuant to an agreement between the Employer and any other person (a "leasing organization") has performed services for the Employer on a substantially full-time basis for a period of at least one (1) year, as such services are performed under primary direction or control by the Employer. Notwithstanding the foregoing, if "leased employees" constitute less than twenty percent (20%) of the Employer's nonhighly compensated workforce within the meaning of Code Section 414(n)(5), a person who is covered by a money purchase pension plan maintained by the leasing organization which provides a non- integrated employer contribution rate of at least ten percent (10%) of compensation, immediate participation, and full vesting shall not be, considered a "leased employee." 1.11 Employer. The Town of Avon, Colorado and any entity that succeeds the Employer and adopts this Plan. 1.12 Entry Date. The date on which an Employee begins employment as an Employee and first performs an Hour of Service for the Employer. I-2 15237:MAB 1. 13 Forfeiture. The portion of a Participant's Account which, according to Article VIII, the Participant is not entitled to receive. 1.14 Fund. All contributions received by the Trustee under this Plan and Trust, investments thereof and earnings and appreciation thereon. 1.15 Hour of Service. (a) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Employer. These hours shall be credited to the Employee for the computation period in which the duties are performed; and (b) Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a period of time during which no duties are performed due to vacation, holiday, illness, paid time off (effective January 1, 2002), incapacity (including Disability), jury duty, military duty or leave of absence, but excluding leave hours accrued by the Employee which are paid to the Employee upon separation from employment. No more than 501 Hours of Service shall be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period); and (c) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer. The same Hours of Service shall not be credited both under paragraph (a) or paragraph (b), as the case may be, and under this paragraph (c). These hours shall be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made. (d) Hours of Service shall be credited for employment with the Employer and with other members of an affiliated service group (as defined in section 414(m) of the Code) and any other entity required to be aggregated with the Employer pursuant to section 414(0) and the regulations thereunder. Hours of Service shall also be credited for any individual considered an Employee for purposes of this Plan under section 414(n) or section 414(o) and the regulations thereunder. (e) Solely for purposes of determining whether a Break in Service, as defined in paragraph 1.5, for participation and vesting purposes has occurred in a computation period, an individual who is absent from work for I-3 15237:MAB maternity or paternity reasons shall receive credit for the Hours of Service which would otherwise have been credited to such individual but for such absence, or in any case in which such hours cannot be determined, eight Hours of Service per day of such absence. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence by reason of the pregnancy of the individual, by reason of a birth of a child of the individual, by reason of the placement of a child with the individual in connection with the adoption of such child by such,individual, or for purposes of caring for such child for a period . beginning immediately following such birth or placement. The Hours of Service credited under this paragraph shall be credited in the computation period in which the absence begins if the crediting is necessary to prevent a Break in Service in that period, or in all other cases, in the following computation period. No more than 501 hours will be credited under this paragraph. (f) Hours of Service shall be on the basis of actual hours for which an Employee is paid or entitled to payment. 1.16 Life Expectancy. Life Expectancy and Joint and Last Survivor Expectancy are computed by use of the expected return multiples in Tables V and VI of section 1.72-9 of the Income Tax Regulations, using the attained age of the Participant (or designated beneficiary) as of the Participant's (or designated beneficiary's) birthday in the applicable calendar year reduced by one for each calendar year which has elapsed since the date life expectancy was first calculated. The applicable calendar year shall be the first distribution calendar year, and if life expectancy is being recalculated such succeeding calendar year. If distribution is in the form of an immediate annuity, purchased after the Participant's death with the Participant's remaining interest, the applicable calendar year is the year of purchase. If life expectancy is being recalculated, the applicable life expectancy shall be the life expectancy as so recalculated. Unless otherwise elected by the Participant by the time distributions are required to begin, Life Expectancies shall be recalculated annually. Such election shall be irrevocable as to the Participant and shall apply to all subsequent years. The Life Expectancy of a nonspouse beneficiary may not be recalculated. 1.17 Limitation Year. The calendar year or such other 12 consecutive month period designated by the Employer for purposes of determining the maximum annual addition to a Participant's account. 1.18 Mandatory Employee Pre-Tax Contributions. Required Employee contributions made to the Plan on behalf of the Participant, which are treated as Employer contributions pursuant to section 414(h)(2) of the Code in lieu of cash compensation. I-4 15237:MAB 1. 19 Normal Retirement Age. The date on which a Participant has reached his 55th birthday. 1.20 Participant. Any Employee who has met the eligibility requirements and is participating in the Plan. Effective September 22, 1987, excluded are "leased employees," as defined in Section 1. 10, Article I of the Plan. Any individual who agrees with the Employer that the individual's services are to be performed as a "leased employee" or an independent contractor will not be a Participant regardless of any classification of such individual as a common-law employee by the Internal Revenue Service, the Department of Labor or any court of competent jurisdiction. 1.21 Plan. The Town of Avon Police Officers Money Purchase Pension Plan described by the provisions in this document. 1.22 Plan Administrator. The Board of Retirement. 1.23 Plan Year. Each 12 consecutive month period commencing on January 1, and ending on December 31. 1.24 Qualified Deferred Compensation Plan. Any pension, profit sharing or other plan which meets the requirements of section 401 of the Code which includes a trust exempt from tax under section 501(a) of the Code and any annuity plan described in section 403(a) of the Code. 1.25 Restatement Date. September 22, 1987, except as otherwise indicated in the document. The Plan was originally effective September 22, 1987, amended and restated October 1, 1990, and was amended in its entirety, on February 26, 2002, to include amendments through December 319 2001. September 22, 1987, except as otherwise indicated in the document. . 1.26 Rollover Contribution. A contribution made by a Participant of an amount distributed to such Participant from another Qualified Deferred Compensation Plan in accordance with section 4.3. 1.27 Souse (Surviving Spouse). The spouse or surviving spouse of the Participant, provided that a former spouse will be treated as the spouse or surviving spouse and a current spouse will not be treated as the spouse or surviving spouse to the extent provided under a qualified domestic relations order as permitted by Colorado Statutes. I-5 15237:MAB 1.28 Trustee. Wells Fargo Bank .West, N.A. 1.29 Valuation Date. The last day of the Plan Year and the following date(s) on which Participant accounts are revalued in accordance with Article V: March 31, June 30, and September 30. Effective July 1, 1998, Participant accounts are revalued in accordance with Article V on each business day of the Plan Year during which Plan assets for which there is an established market are valued and the Trustee is conducting business. 1.30 Voluntary After-Tax Contribution. An Employee After-Tax Contribution which is not tax deductible and which is not required as a condition for participation in the Plan. 1.31 Year of Service. A Plan Year during which an Employee has not less than 1,000 Hours of Service, including periods prior to the September 22, 1987 original Plan effective date. Hours of Service as an employee with the Eagle-Vail Metropolitan District from January 1, 1980 through October 1, 1987 shall also be included in determining a Participant's Years of Service. I-6 15237:MAB ARTICLE II ELIGIBILITY REQUIREMENTS 2.1 Participation. An Employee shall become a Participant in the Plan on the first day of employment as an Employee. Participants in the Plan that was in effect on September 30, 1990 shall become Participants in this restated Plan on October 1, .1990: An Employee who satisfied the eligibility requirements and subsequently terminated employment shall become a Participant immediately upon returning to the employ of the Employer. 2.2 Employment Rights. Participation in the Plan shall not confer upon a Participant any employment rights, nor shall it interfere with the Employer's right to terminate the employment of any Employee at any time. 2.3 Change in Classification of Employment. In the event a Participant becomes ineligible to participate because he or she is no longer a member of an eligible class of Employees, such Employee shall participate immediately upon his or her return to an eligible class of Employees. II-1 15237:MAB ARTICLE III EMPLOYER CONTRIBUTIONS 3.1 Matching Employer Contributions. The Employer shall contribute to the Plan for each payroll period an amount equal to 100% of each Participant's contribution to the Plan for that payroll period, reduced by any Forfeitures used to replace such Matching Employer Contributions according to section 8.6. However, the Employer's Contribution for any Plan Year shall be subject to the limitations on allocations contained in Article IX. 3.2 rINTENTIONALLY LEFT BLANKI 3.3 Transfer Contributions. Subject to the direction of the Employer, the Trustee is authorized to receive and add to the Trust Fund as a direct transfer assets attributable to the vested interest of any Participant in a retirement plan qualified under Code section 401(a) if such individual is a Participant in this Plan. Transfers shall be credited to the particular Participant's .Transfer Account, shall always be fully vested and nonforfeitable, and shall be distributed pursuant to section 7.1 hereof. 3.4 Expenses and Fees. The Employer shall also be authorized to reimburse the Fund for all expenses and fees incurred in the administration of the Plan or Trust that were paid out of the assets of the Fund. Such expenses shall include, but shall not be limited to, fees for professional services, printing, postage and brokerage or other commissions, subject to the limits of Code section 415. 3.5 Responsibility for Contribution. The Trustee shall not be required to determine if the Employer has made a contribution or if the amount contributed is in accordance with the Plan or the Code. The Employer shall have sole responsibility. in this regard. III-1 15237:MAB 3.6 Return of Contributions. Contributions made to the Fund by the Employer shall be irrevocable, except as follows: (a) Any contribution made to the Employer because of a mistake of fact must be returned to the Employer within one year of the contribution. (b) In the event that the Commissioner of Internal Revenue determines that the. Plan is not initially qualified under the Internal Revenue Code, any contribution made incident to that initial qualification by the Employer must be returned to the Employer within one year after the date the initial qualification .is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Employer's return for the taxable year in-which the Plan is adopted, or such later date as the Secretary of the Treasury may prescribe. 3.7 Military Service. Effective on and after December 12, 19941, notwithstanding any provision of this Plan to the contrary; contributions; benefits and service credit with respect to qualified military service will be provided in accordance with Code section 414(u). III-2 15237:MAB ARTICLE IV EMPLOYEE CONTRIBUTIONS 4.1 Mandatory Employee Pre-Tax Contributions. A Participant shall be required to contribute toward the cost of the Plan, from amounts the Participant would otherwise receive as Compensation, an amount equal to 8% of the Participant's Compensation for the period October 1, 1990 through December 315 1990, 10% of Participant's Compensation for the period January 1, 1991 through December 31, 1992 and 11% for periods after January 1, 1993. Such contributions shall be designated as Mandatory Employee Contributions pursuant to section 414(h)(2) of the Internal Revenue Code of 1986, contingent upon the contributions being excluded from the Participant's gross income for federal income tax purposes. 4.2 Voluntary Employee Contributions. A Participant may not make Voluntary After-Tax Contributions to the Plan after September 30, 1990. Participant Voluntary After-Tax Contributions made to the Plan before October 1, 1990 shall be held and administered according to the terms of this Plan governing Voluntary After-Tax Contribution Accounts. 4.3 Rollover Contribution. A Participant may make a Rollover Contribution to the Plan of all or any part of an amount distributed or distributable to him or her from a Qualified Deferred Compensation Plan provided the Rollover Contribution constitutes a direct transfer of eligible rollover distributions described in section 401(a)(31) that are eligible to be rolled over and that would otherwise be includible in gross income of the Code or a rollover described in section 402(c) of the Code. Such Rollover Contribution may also be made through an Individual Retirement Account (IRA) qualified under section 408 of where the Code where the IRA was used as a conduit from the Qualified Deferred Compensation Plan, the Rollover Contribution is made in accordance with the rules of Code section 402(c) and the Rollover Contribution does not include any regular IRA contributions, or earnings thereon, that the Participant may have made to the IRA. The Trustee shall not be held responsible for determining whether Rollover Contributions made hereunder meet the requirements of this section 4.3. Effective January 1, 2002, distributions from a retirement plan subject to section 403(b) of the Code, distributions from an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency IV-1 15237:MAB or instrumentality of a state or political subdivision of a state, and distributions from IRAs and may also be rolled into this Plan, "subject to applicable law. IV-2 15237:MAB ARTICLE V PARTICIPANT ACCOUNTS 5.1 Separate Accounts. The Plan Administrator shall establish a separate bookkeeping account for each Participant showing the total value of his or her interest in the Fund. Each Participant's Account shall be separated for bookkeeping purposes into the following subaccounts: (a) Matching Employer Contributions. (b) Transfer Contributions, which shall include subaccounts as necessary for Employer Contributions, after-tax employee contributions and before-tax employee contributions. (c) Mandatory Employee Before-Tax Contributions. (d) Voluntary After-Tax Contributions, with separate accounting for contributions made before January 1, 1987 and contributions made after December 31, 1986. (e) Rollover Contributions, with separate subaccounts for different rollovers as required by law. , 5.2 Adjustments To Participant Accounts. As of each Valuation Date of the Plan, the Plan Administrator shall credit to or .deduct from each Account: (a) the Participant's share of the Employer's Contribution and forfeitures, (b) any Employee Contributions made by the Participant since the last Valuation Date, (c) withdrawals, and (d) the Participant's proportionate share of any investment earnings and increases or decreases in.the fair market value of the Fund since the last Valuation Date. All allocations made hereunder will be made in a nondiscriminatory manner. Accounts with segregated investments shall receive only the income or loss on V-1 15237:MAB such, segregated investments. Terminated Participants' vested account balances shall be credited with any investment earnings and increase or decrease in the fair market value of the Fund until the Valuation Date preceding distribution. Terminated Participants' nonvested account balances shall be credited with any investment earnings and increase or decrease in the fair market value of the Fund until forfeited pursuant to section 8.5. 5.3 Participant Statements. The Plan Administrator-shall at least annually prepare or cause to have prepared a statement for each Participant showing the additions to and subtractions from his or her account since the last Valuation Date and the fair market value of his or her account as of the current Valuation Date. V-2 15237:MAB ARTICLE VI ELIGIBILITY FOR BENEFITS 6.1 - Retirement. If a Participant's Employment terminates for any reason on or after his Normal Retirement Age, he shall be eligible to receive the entire amount then credited to his account, which shall be fully vested and nonforfeitable. 6.2 Disability. If a Participant's Employment terminates because of his Disability at any time, he shall be eligible to. receive the entire amount then credited to his account, which shall be fully vested and nonforfeitable. 6.3 Death. (a) Before Termination of Employment. If a Participant's Employment terminates because of his death, the entire amount then credited to his account shall become vested and nonforfeitable and payable pursuant to subsection 6.3(c). (b) After Termination of Employment. If a Participant (including a former Participant) dies after terminating Employment, the Plan shall pay the then undistributed vested balance, if any, of the Participant's account pursuant to subsection (c) below. (c) Recipient of Payment After Death and Timing of Payment. Each Employee, upon becoming a Participant and on a form provided by the. Plan and filed with the Plan Administrator, may designate a Beneficiary and may, in addition, name a contingent Beneficiary. Any Participant may at any time revoke or change his designation of Beneficiary by filing a written notice of the revocation or change with the Plan Administrator. The Plan shall distribute benefits payable, pursuant to subsection (a) or (b) above to the deceased Participant's Beneficiary identified pursuant to a Beneficiary designation in effect at the time of his death or, if no such designation exists, to the Participant's surviving spouse or, if none, to his estate. The method and duration of payment shall be consistent with the limits imposed-in Article VII. If distribution had commenced to the Participant prior to his death, it shall continue being paid after the Participant's death at least as rapidly as under the method of distribution being made as of the Participant's death. If distribution had not begun before the VI-1 15237:MAB Participant's death, full distribution shall occur over period described in (i), (ii) or (iii) below: (i) Non-Spouse Beneficiary. If the distribution is payable to a designated Beneficiary who is not the Participant's spouse, the distribution shall occur over a period no longer than the Beneficiary's Life Expectancy, commencing on or before December 31 of the calendar year immediately following calendar year of the Participant's death. (ii) Spouse Beneficiary. If the distribution is payable to a designated Beneficiary who is the Participant's spouse, the distribution shall occur over a period no longer than the spouse's Life Expectancy, commencing no later, than the later of [a] December 31 of the calendar year, immediately following the calendar year in which the Participant died, or [b] December 31 of-the calendar year in which the Participant would have attained age 70-1/2. The surviving spouse may elect to have the-distribution of the Account commence within 90 days after Participant's death. (iii) No Designated Beneficiary. In all other cases, i.e., in the absence of a designated Beneficiary, the distribution shall occur over a period ending no later than December 31 of the calendar year containing the fifth anniversary of the Participant's death. (d) Proof of Death. The Plan Administrator may require such proper proof of death and such evidence as to a person's right to receive payment from a deceased Participant's account as the Plan Administrator reasonably deems appropriate. 6.4 Termination of Employment Before Retirement, Disability or Death. If a Participant's employment with the Employer terminates prior to his Normal Retirement Date for any reason other than his death or Disability, the Participant shall be eligible to receive the vested portion of his account, determined according to Article VIII. 6.5 Claims Procedures. Upon retirement, death, or other severance of employment, the Participant or representative of such Participant may request of the Plan Administrator payment of benefits due and the manner of payment. If a request for benefits is made, the.Plan Administrator shall accept, reject, or modify such request and, in the case of a denial or modification, the Plan Administrator shall: (a) state the specific reason or reasons for the denial, VI-2 15237:MAB (b) - provide specific reference to pertinent Plan provisions on which the denial is based, (c) provide a description of any.additional material or information necessary for the Participant or his or her representative to perfect the claim and an explanation of why such material or information is necessary, and (d) explain the Plan's claim review procedure as contained herein. In the event the request is rejected or modified, the Participant or his or her representative may within 60 days following receipt.by the Participant or representative of such rejection or modification, submit a written request for review by the Plan Administrator of its initial decision. Within 60 days following such request for review, the Plan Administrator shall render its final decision in writing to the Participant or representative stating specific reasons for such decision. If the Participant or representative is not satisfied with the Plan Administrator's final decision, the Participant or representative can institute an action in a federal court of competent jurisdiction; for this purpose, process would be served on the Plan Administrator. . 6.6 Disposition of Unclaimed Payments. If the Trustee is unable to make any payment due under the Plan to any person because it does not know the identity or post office address of such person, the Trustee shall suspend all further payment until it has received written direction from the Plan Administrator. VI-3 15237:MAB ARTICLE VII PAYMENTS 7.1 Commencement of Payments. The distribution of all or any portion of a Participant's account shall commence in accordance with the Participant's election, not earlier than termination of the Participant's employment (unless specifically authorized elsewhere herein or in a "qualified domestic relations order" as defined in Colorado Revised Statutes). Distribution of a Participant's account shall commence no later than the April 1 of the calendar year following the later of (a) the calendar year in which the Participant attains age 70-1/2 or (b) the calendar year in which the Participant's employment with the Employer terminates. Distributions shall be made in accordance with Treasury Regulations under Internal Revenue Code section 401(a)(9). Distribution may commence less than 30 days after the notice required under section 402(f) of the Code is given, provided that: (a) the Board clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (b) the Participant, after receiving the notice, affirmatively elects a distribution. 7.2 Method of Payment. Distribution of a Participant's account shall occur in cash, in one of the following methods as chosen by the Participant (or, if applicable, the Beneficiary): (a) Single Lump Sum. A single, lump sum distribution of the entire vested amount in the Participant's account. Payment shall be in a single lump sum if the Participant's account is less than 100% vested or if the value of the Participant's vested account (before payments begin) is not greater than $5,000 ($3,500 prior to January 1, 2000). To the extent required by law, the distribution shall be paid to an IRA. (b) Partial Lump Sum. A lump sum distribution of a portion of the Participant's account, which the Participant may choose to receive separately from other Plan distribution(s). VII-1 15237:MAB (c) Installment Payments. Distribution in substantially equal monthly, quarterly, semiannual or annual payments. Such installments, whether paid from the Plan assets or an annuity contract, shall be of such amount and on such a schedule that the distribution is consistent with section 401(a)(9) of the Code and applicable regulation, which the Plan hereby incorporates by reference. Subject to such requirements, installment payments may be accelerated, delayed or paid in a lump sum at the direction of the Participant. 7.3 De minimis Accounts. Notwithstanding the foregoing in this article, an employee who separates from service for any reason other than death and who has a combined nonforfeitable interest of $5,000 or less (effective January 1, 2002, this amount can be determined without regard to any rollover contributions made to the plan) in the Plan, shall be paid at the discretion of the Plan Administrator, without the prior written consent of the Participant, his or her lump sum value. To the extent required by law, payment shall be made to an IRA. 7.4 Minimum Distributions. The Board shall not direct the Trustee to distribute the Participant's Account, nor shall the Participant elect to have the Trustee distribute his Account, under a method of payment which does not satisfy the minimum distribution requirements of this section 7.4 for the calendar year in which the Trustee must commence distribution of the Participant's Account under section 7.1 and for each succeeding calendar year. The minimum distribution is the value of the Participant's vested Account at the beginning of the calendar year divided by the Participant's remaining life expectancy or divided by the remaining joint life expectancy of the Participant and his spouse, if applicable. With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2001, the Plan will apply the minimum distribution requirements under section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision of the Plan to the contrary. This shall continue in effect until the end of the last calendar year beginning before the effective date of final regulations under section 401(a)(9) or such other date specified in guidance published by the Internal Revenue Service. 7.5 Direct Rollover. This section applies to distributions made on or after January 1, 1993. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this section, a distributee may elect, at the time and in the manner prescribed by the Board, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. VII-2 15237:MAB (a) Eligible rollover distribution: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). (b) Eligible retirement plan: An eligible retirement plan is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or a qualified trust described in section 401(a) of the Code, that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. For distributions made after December 31, 2001, an eligible retirement plan shall also mean an annuity contract described in section 403(b) of the Code and an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code. (c) Distributee: A distributee includes an employee or former employee. In addition, the employee's or former employee's surviving spouse and the employee's or former employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse. (d) Direct rollover: A direct rollover is a payment by the plan to the eligible retirement plan specified by the distributee. VII-3 15237:MAB 7.6 In-Service Withdrawals. (a) Voluntary After-Tax. Contributions and Rollover Contributions. A Participant who is employed by the Employer may withdraw all or any part of his or her account attributable to Voluntary After-Tax Contributions or Rollover Contributions upon written request to the Plan Administrator. (b) Other. Requirements. Such request shall include the Participant's address, social security number, birth date, and amount of the withdrawal.' A Participant who elects an in-service withdrawal of his or her Voluntary Contributions shall not be permitted to make a further Voluntary Contribution for a period of one year from the date of the withdrawal. VII-4 15237:MAB ARTICLE VIII VESTING 8.1 Employee Contributions. A Participant shall always have a 100% vested and nonforfeitable interest in his or her Mandatory Employee -Pre-Tax Contributions, Transfer Contributions, After-Tax Contributions, and Rollover Contributions plus the earnings thereon. No forfeiture of Employer related contributions will occur solely as a result of an Employee's withdrawal of any Employee Contributions. 8.2 Employer Contributions. A Participant shall vest in his or her account attributable to Employer Contributions in accordance with the table stated below, provided that if a Participant is not already fully vested, he or she shall become so upon attaining Normal Retirement Age, upon death prior to Normal Retirement Age, or upon termination due to Disability, or upon termination of the Plan. (a) Employees hired on or prior to September 30, 1990: Years of Service Percentage Vested and Nonforfeitable Less than 2 years 2 years 3 years 4 years 5 years 0% 20% 30% 40% 100% (b) Employees hired October 1, 1990 through December 31111997: Percentage Vested and Years of Service Nonforfeitable Less than 2 years 0% 2 years 20% 3 years 30% 4 years 40% 5 years 60% 6 years 80% 7 years 100% VIII-1 15237:MAB (c) Employees employed on or hired on or after January 1, 1998: Years of Service Percentage Vested and Nonforfeitable Less than 2 years 2 years 3 years 4 years 5 years 0% 40% 60% 80% 100% 8.3 Years of Service Upon Rehire. In the event a former Employee is rehired, such Employee shall be credited for vesting with all Years of Service, except that Years of Service before a Break in Service shall.be canceled if the Participant's Break in Service lasts at least one year and the Participant has experienced a Forfeiture. 8.4 Calculating Vested Interest. A Participant's vested and nonforfeitable interest shall be calculated by multiplying the fair market value of his or her account attributable to Employer Contributions on the Valuation Date preceding payment by the vested percentage as of his or her termination date. A Participant's vested percentage shall be determined according to the Participant's Years of Service and the vesting schedule stated in section 8.2. 8.5 When Forfeiture Occurs. A Participant's forfeiture if any, of his or her nonvested account balance derived from Employer Contributions shall occur: (a) As of the last day of the Plan Year in which the Participant incurs a one-year Break in Service; or if earlier and if applicable, (b) On the date the Participant receives a lump sum distribution of his or her entire vested account balance as a result of his or her termination of employment with the Employer. 8.6 Reallocation of Forfeiture. Forfeitures shall be applied, first, to offset administrative expenses of the Plan and, second, to reduce Matching Employer Contributions. VIII-2 15237:MAB 8.7 Amendment of Vesting Schedule. No amendment to the Plan shall be effective to the extent that it has the effect of decreasing a Participant's accrued benefit. For purposes of this paragraph, a Plan amendment which has the effect of decreasing-a Participant's account balance, with respect to benefits attributable to service before the amendment shall be treated as reducing an accrued benefit. Furthermore, if the vesting schedule of a Plan is amended, in the case of an Employee who is a Participant as of the later of the date such amendment is adopted or the date it becomes effective, the nonforfeitable percentage (determined as of such date) of such Employee's right to his Employer-derived accrued benefit will not be less than his percentage computed under the Plan without regard to such amendment. VIII-3 15237:MAB ARTICLE IX LIMITATIONS ON ALLOCATIONS 9.1 Maximum Limits on Allocations. (a) Maximum Annual Additions. The maximum contributions and other additions for a Participant under this Plan for any Limitation Year shall not exceed, when expressed as an annual addition to the Participant's account, and when added to the annual additions to the Participant's account for the Limitation Year under all other defined contribution plans and all welfare benefit funds, as defined in Internal Revenue Code section 419(e), and any individual medical account, as defined in Internal Revenue Code section 415(1), maintained by the Employer, the lesser of: (i) $30,000 ($40,000 effective January 1, 2002), as adjusted under Internal Revenue Code section 415(d); or (ii) 25% (100% effective January 1, 2002) of the Compensation paid to the Participant by the Employer in such year. The Compensation limitation referred to in (ii) shall not apply to. any contribution for medical benefits (within the meaning of section 401(h) or section 419A(f)(2) of the Code) which is otherwise treated as an annual addition under section 415(1)(1) or 419A(d)(2) of the Code. (b) Definition of Compensation. For purposes of this Article IX; Compensation shall mean wages within the meaning of Internal Revenue Code section 3401(a) (for purposes of income tax withholding at the source) but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed.. Effective with the first Plan Year beginning after 1997, Compensation for purposes of this Article IX shall include any elective deferral as defined in Code section 402(g)(3) and any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includible in the gross income of the Employee by reason 'of Code section 125 or 457. For purposes of applying the limitations of this Article, Compensation for a Limitation Year is the Compensation actually paid or includable in gross income during such year. IX-1 15237:MAB (c) Definition of Annual Addition. For the purposes of this Article IX, "annual, addition shall mean the sum allocated to a Participant's account for any Limitation Year of (i) Employer Contributions; (ii) Employee Contributions; (iii) Forfeitures; (iv) Amounts derived. from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post-retirement medical benefits allocated to the separate account of a Key Employee, as defined in Internal Revenue Code section 419A(d)(3), under a welfare benefit fund, as defined in Code section 419(e) maintained by the Employer; and (v) Amounts allocated after March 31, 1984'to an individual medical account (as defined in. Internal Revenue Code section 415(1)(1)) which is part of a pension or annuity plan maintained by the Employer. The term "annual addition" shall not include the allocation to a Participant's account of income, transfers according to section 3.2, or rollovers according to section 4.3. (d) For purposes of this Article IX, "Employer" means the Employer that adopts this Plan. 9.2 Disposition of Excess Annual Additions. If, due to a reasonable error in estimating a Participant's Compensation or other reasons acceptable to the Commissioner of Internal Revenue, or as a result of the allocation of forfeitures, an amount in excess of the limit, described in section 9.1 is allocated to a Participant's account, the excess will be disposed of as follows (attributing all excess amounts to this Plan first, if multiple plans are involved): (a) One-half (Note: this assumes equal employee and employer contributions) of the excess amount will be returned to the Participant as a return of employee contributions, to the extent that the return would reduce the excess amounts in the Participant's account. IX-2 15237:MAB (b) If after the application of paragraph (a) an excess amount still exists, and the Participant is covered by the Plan at the end of the Limitation Year, the excess amount in the Participant's account will be used to reduce Employer Contributions (including any allocation of forfeitures) for such Participant in the next Limitation Year, and each succeeding Limitation Year if necessary. (c) If after the application of paragraph (a) an excess amount still exists, and the Participant is not covered by the Plan at the end of the Limitation Year, the excess amount will be held unallocated in a suspense account. The suspense account will be applied to reduce future Employer Contributions (including allocation of any forfeitures) for all remaining Participants in the next Limitation Year, and each succeeding Limitation Year if necessary. If a suspense account is in existence at any time during a Limitation Year pursuant to this section, it will not participate in the allocation of the Trust's investment gains and losses. If a suspense account is in existence at any time during a particular Limitation Year, all amounts in the suspense account must be allocated and reallocated to Participants accounts before any Employer or any Employee contributions may be made to the Plan for that Limitation Year. Excess amounts may not be distributed to Participants or former Participants, except as provided in section 9.2(a) above. (d) If a suspense account is in existence at any time during the Limitation Year pursuant to this paragraph, it will not participate in the allocation of investment gains and losses. 9.3 Participation in This Plan and a Defined Benefit Plan of Effective for Plan Years Beginning on or After January 1, 2000). If the Employer maintains, or at any time maintained, a qualified defined benefit plan covering any Participant in this Plan, the sum of the defined benefit plan fraction and the defined contribution plan fraction for each Limitation Year may not exceed 1.0, as described in section 415(e) of the Code, to the extent applicable to government plans. IX-3 15237:MAB ARTICLE X ADMINISTRATION 10.1 Employer. The Employer shall be a named fiduciary. The Employer's duties shall include but are not limited to appointing the Plan's attorney, accountant, actuary, and any other party needed to administer the Plan, and reviewing and approving any financial reports, investment review, or other reports prepared by any party appointed by the Employer. The Employer shall provide indemnification or insurance for breach of fiduciary duty or errors and omissions insurance for all Board members on the same terms and conditions as the Employer does for other Town boards and commissions. 10.2 Plan Administrator. (a) Powers and Duties of Plan Administrator. The Plan Administrator shall be a named fiduciary. The Plan Administrator shall administer the Plan and shall have all powers necessary for that purpose, including, but not by way of limitation, power to interpret the Plan, to communicate with Employees regarding their participation and benefits under the Plan, including the administration of claims procedures, to determine the eligibility, status and rights of all persons under the Plan and in general to decide any dispute. The Plan Administrator shall have full authority to determine eligibility for benefits and to construe the terms of the Plan. The Plan Administrator shall direct the Trustee concerning all distributions from the Fund, in accordance with the provisions of the Plan, and. shall have such other powers in the administration of the Fund as may be conferred upon it by the Trust Agreement. The Plan Administrator shall file any returns and reports with the Internal Revenue Service, Department of Labor, or any other governmental agency, establish a funding policy and investment objective consistent with the purposes of the Plan and shall maintain all Plan records. The Plan Administrator shall be agent of the Plan for service of all process. (b) Meetings. The Board shall meet whenever required for the orderly and timely administration of the business of the Plan at such location as may be acceptable to the Board. (c) Quorum. A quorum for the transaction of business at a duly called meeting shall consist of three (3) members. X-1 15237:MAB (d) Voting. All actions by and decisions of the Board shall be by the vote of at least three (3) members. Each Board member shall have one vote. (e) Organization and Operation of the Board. The Town Finance Director or his or her designee shall serve as Chair. At the commencement of each year, the Board members shall select from among them a Secretary who shall each serve for a period of one (1) year. The Secretary shall be responsible for maintaining an accurate record of all actions of the Board, including minutes from all Board meetings. A copy of such minutes shall be retained as a record of the Plan and one copy thereof shall. be distributed to each Board member. Documents requiring execution by the Board shall be signed by the Chair and attested by the Secretary. The Board may adopt rules and regulations necessary for the orderly election of Employee members of the Board and for the proper and efficient administration of the Plan, provided such rules and regulations are not inconsistent with the terms of the Plan or the provisions of applicable law. 10.3 Trustee. The Trustee shall be responsible for the administration of investments held in the Fund. These duties shall include: (a) implementing an investment program based on the Employer's investment objectives, (b) receiving contributions under the terms of the Plan, (c) making distributions from the Fund in accordance with written instructions received from an authorized representative of the Plan Administrator, and (d) keeping accurate records reflecting its administration of the Fund and making such, records available to the Employer for review and audit. Within 90 days after each Plan Year, and within 90 days after its removal or resignation, the Trustee shall provide to the Employer an accounting of its administration of the Fund during such year or from the end of the preceding Plan Year to the date of femoval or resignation. Such accounting shall include a statement of cash receipts and disbursements since the date of its last accounting and shall contain an asset list showing the fair market value of investments held in the Fund as of the end of the Plan Year. The value of marketable investments shall be determined using the most recent price quoted on a national securities exchange or over-the-counter market. The value of non-marketable investments shall be determined in the sole judgment of the Trustee. The value of investments in X-2 15237:MAB securities or obligations of the Employer in which there is no market shall be determined by an independent qualified party selected by the Employer using a method acceptable to the Trustee. The Employer shall review the Trustee's accounting and notify the Trustee in the event of its disapproval of the report within 90 days, providing the Trustee with a written description of the items in question. The Trustee's duties shall be limited to those described above. The Employer shall be responsible for any other administrative duties required under the Plan or by applicable law. 10.4 Administrative Fees and Expenses. All reasonable costs, charges and expenses incurred by the Trustee in connection with the administration of the Fund and all reasonable costs, charges and expenses incurred by the Plan Administrator in connection with the administration of the Plan (including fees for legal services rendered to the Trustee or Plan Administrator) may be paid by the Employer, but if not paid by the Employer when due, shall be paid from the Fund. Such reasonable compensation to the Trustee as may be agreed upon from time to time between the Employer and the Trustee and such reasonable compensation to the Plan Administrator as may be agreed upon from time to time between the Employer and Plan Administrator may be paid by the Employer, but if not paid by the Employer when due shall be paid by the Fund. Notwithstanding the foregoing, no compensation other than reimbursement for expenses shall be paid to a Plan Administrator who is the Employer or a full-time Employee of the Employer. 10.5 Governing Law. Construction, validity and administration of the Plan and Trust shall be governed by Federal law to the extent applicable and to the extent not applicable by the laws of the State of Colorado. 10.6 Election and/or Appointment of Employee Board Members. The three (3) Employees who are to be elected to the Board by Participants shall be elected to serve a term of three (3) years. If otherwise qualified, Employee members of the Board may be reelected to the Board without limitation on the number of terms they may serve. If an elected Board member separates from service of the Employer, the Board shall appoint a new member to fulfill the remaining term. 10.7 Written Communication. To the extent permitted by applicable Treasury Regulations and accepted by the Plan Administrator, all provisions of the Plan and Trust Agreement that require written notices and elections shall be interpreted to mean authorized electronic or telephonic notices and elections. X-3 15237:MAB ARTICLE XI TRUST FUND 11.1 The Fund. The Fund shall consist of all contributions made under Article III and Article IV of the Plan and the investment thereof and earnings thereon. All contributions and the earnings thereon less payments made under the terms of the Plan, shall constitute the Fund. The Fund shall be administered as provided herein. 11.2 Control of Plan Assets. The assets of the Fund or evidence of ownership shall be held by the Trustee under the terms of the Plan and Trust. 11.3 Exclusive Benefit Rules. No part of the Fund shall be used for, or diverted to, purposes other than for the exclusive benefit of Participants, former Participants with a vested interest, and the beneficiary or beneficiaries of deceased Participants having a vested interest in the Fund at death. 11.4 . Assignment and Alienation of Benefits. No right or claim to, or interest in, any part of the Fund, or any payment therefrom, shall be assignable, transferable, or subject to sale, mortgage, pledge, hypothecation, communication, anticipation, garnishment, attachment, execution, or levy of any kind, and the Trustee shall not recognize any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, or anticipate the same, except to the extent required by law. The preceding sentence shall also apply to the creation, assignment, or recognition of a right to any benefit payable with respect to a Participant pursuant to a domestic relations order, except to the extent that Colorado statutes and rules adopted by the Plan Administration for enforcement of such order. The Plan Administrator may adopt rules regarding payments pursuant to a domestic relations order. 11.5 Trust Agreement. The Employer has entered into a Trust Agreement with the Trustee Wells Fargo Bank West, N.A., formerly United Bank of Denver, N.A, to provide for the holding, investment and administration of the funds of the Plan. The Trust Agreement shall be part of the Plan, and the right and duties of an y person under the Plan shall be subject to all terms and provisions of the Trust Agreement. XI-1 15237:MAB ARTICLE XII PARTICIPANT LOANS 12.1 Application. A Plan Participant may make application to the Plan Administrator requesting a loan from the Fund. The Plan Administrator shall have the sole right to approve or disapprove a Participant's application provided that loans shall be made available to all Participants and Beneficiaries on a reasonably equivalent basis. Loans shall not be made available to highly Compensated Employees in an amount greater than the amount made available to other Employees. 12.2 Maximum Amount. No loan granted hereunder shall exceed the lesser of (a) $50,000 reduced by the excess (if any) of the highest outstanding balance of.loans during the one year period ending on the day before the loan is made, over the outstanding balance of loans from the Plan on the date the loan is made, or (b) one-half of the fair market value of a Participant's vested account balance derived from Employer Contributions, VoluntaryAfter-Tax Contributions, Mandatory Employee Contributions, and Rollover Contributions. An assignment or pledge of any portion of the Participant's interest in the Plan and a loan,. pledge, or assignment with respect to any insurance contract purchased under the Plan, will be treated as a loan under this Article XII. 12.3 Application Forms. All applications must be made on forms provided by the Plan Administrator and must be signed by the Participant. 12.4 Interest on Loans. Any loan granted hereunder shall bear interest at a rate determined by the Plan Administrator to be reasonable at the time of application, and subject to the approval of the Trustee. 12.5 Securi . All loans made hereunder shall be secured by the Participant's vested account balance and by such additional collateral as may be required by the Plan Administrator. 12.6 Terms of Repayment. Any loan shall by its terms require that repayment (principal and interest) be bi-weekly, over a period not extending beyond five years from the date of the loan. A loan that is used to acquire or construct a dwelling unit which is used within a reasonable time (determined at the time the loan is made) as the principal residence of the Participant, may allow for the repayment (principal and interest) over a period not exceeding beyond 30 years. The Plan Administrator may require the payment of principal and interest XII-1 15237:MAB by means of payroll withholding. The Plan Administrator may allow loans to be suspended during periods of leave of absence as permitted by tax laws. 12.7 Principal and Interest Allocation. The principal and interest paid by a Participant on his or her loan shall be credited as.a segregated investment. 12.8 Deemed Distribution of Loan Upon Default. A Participant's loan shall immediately become due and payable according to the rules prescribed by the Plan Administrator if such Participant fails to make a principal or interest payment when due. The defaulted loan shall be a deemed distribution in accordance with applicable Treasury Regulations. 12.9 Approval of Application. If a Participant's loan application is approved by the Plan Administrator, such Participant shall be required to sign a note, loan agreement and assignment of his or her entire interest in the Fund as collateral for the loan. 12.10 Loan Policy. The Employer will adopt a loan policy establishing the rules and procedures that the Board of Retirement will use to administer the Participant loan program. XII-2 15237:MAB ARTICLE XIII INSURANCE POLICIES 13.1 Limitations. If agreed upon by the Plan Administrator and the Employer, Employees may elect the purchase of life insurance policies under the Plan. If elected, the aggregate premiums for all ordinary life policies (contracts with decreasing death benefits and non-decreasing premiums) shall-not exceed 50% of the aggregate Employer Contributions allocated to the account of a Participant. The aggregate premiums for term contracts or universal life contracts shall not exceed 25% of aggregate Employer Contributions allocated to the account of a Participant. The aggregate premiums for a Participant with both a whole life and a term contract shall not exceed 25% of the aggregate Employer Contributions allocated to the account of a Participant. Premium payments shall be deducted from the Participant's Employer Contributions account, or if so directed by the Participant, from the Participant's nondeductible Voluntary Contributions account. - 13.2 Administrative Requirements. Any policies purchased hereunder shall be held subject to the following rules: (a) The Trustee shall be applicant, owner and beneficiary of any policies issued hereunder. The insurance contract (s) must provide that proceeds will be payable to the Trustee, however the Trustee shall be required to pay over all proceeds of the contract(s) to the Participant's designated Beneficiary in accordance with the distribution provisions of this Plan. Under no circumstances shall the Trust retain any part of the proceeds. (b) Except as provided in subsection (f), all policies or contracts purchased hereunder shall be endorsed as nontransferable. (c) A Participant who is uninsurable or insurable at substandard rates, may elect to receive a reduced amount of insurance, if available, or may waive the purchase of any insurance. (d) All dividends or other returns received on any policy purchased hereunder, shall be applied as directed by the Trustee to reduce the next premium due on such policy, to purchase paid-up additions, to accumulate under the contract; or if no further premium is due, such amount shall be credited to the Fund as part of the account of the Participant for whom the policy is held. XIII-1 15237:MAB (e) If Employer Contributions are inadequate to pay all premiums on all' insurance policies, the Trustee may, at the option of the Plan Administrator, utilize other amounts remaining in each Participant's account to pay the premiums on his respective policy or policies, allow the policies to lapse, reduce the policies to a level at which they may be maintained, or borrow against the policies on a prorated basis, provided that the borrowing does not discriminate in favor of the policies on the lives of officers, shareholders, and highly compensated employees. (f) On retirement or termination of employment of a Participant, the Plan Administrator shall direct the Trustee to cash surrender the Participant's policy and credit the proceeds to his or her account for distribution under the terms of the Plan. However, before so doing, the Plan Administrator shall first offer to transfer ownership of the policy to the Participant in exchange for payment by the Participant of the cash value of the policy at the time of transfer. Such payment shall be credited to the Participant's account for distribution under the terms of the Plan (including the applicable vesting schedule). (g) The Plan Administrator shall be solely responsible to see that these insurance' provisions are administered properly and that if there is any conflict between the provisions of this Plan and any insurance contracts issued hereunder that the terms of this Plan will control. (h) The Employer shall direct the Trustee as to the insurance company and insurance agent through which the Trustee is to purchase the insurance contracts, and the amount of the coverage. XIII-2 15237:MAB ARTICLE XIV AMENDMENT AND TERMINATION 14.1 Amendments. The Employer shall have the right at any time, and from time to time, to: (a) Amend this Plan in such manner as it may deem necessary or advisable in order to qualify this Plan and the Trust created in relation hereto pursuant to sections 401(a) and 501(a) of the Internal Revenue Code of 1986 and any such amendment may, by its terms, be retroactive; and (b) Amend this Plan in any other manner. • No amendment shall take effect unless approved at the time of adoption by 65% of all Participants employed at the time of adoption. No amendment shall authorize any part of the Trust Fund to be used for or diverted to purposes other than for the exclusive benefit of the Participants or their Beneficiaries or estates or to defray the reasonable expenses of administering the Plan; no such amendment shall cause any reduction in the vested portion of any Participant's interest in the Trust Fund or cause or permit any portion of the Trust Fund to revert to, or become property of, the Employer and no such amendment which affects the rights, duties or responsibilities of the Trustee shall be effective without the Trustee's written consent. Any such amendment shall become effective as of the effective date stated therein upon delivery of a written instrument, executed on behalf of the Employer by its proper officers duly authorized,, to the Trustee and the written consent of the Trustee thereto, if such consent is required. The Board of Trustees may amend this Plan by adopting the amendment or amendments or may authorize, by standing resolution or otherwise, a certain individual or individuals to adopt an amendment or amendments hereto, which amendments shall bear the same effect as if adopted by the Board of Trustees. 14.2 Termination. The Employer shall have the right to terminate the Plan upon 60 days notice in writing to the Trustee. If the Plan is terminated, partially terminated, or if there is a complete discontinuance of contributions under the Plan by the Employer, all amounts credited to the accounts of Participants shall vest and become nonforfeitable. In the event of termination, the Plan Administrator shall direct the Trustees with respect to the distribution of.accounts to or for the exclusive benefit of Participants or their beneficiaries. XIV-1 15237:MAB 14.3 Qualification of Employer's Plan. If the Employer fails to attain or retain Internal Revenue Service qualification, such Plan shall no longer be considered a Plan. 14.4 Mergers and Consolidations. In the case of any merger or consolidation of the Employer's Plan with, or transfer of assets or liabilities of the Employer's Plan to, any other plan, immediately after the merger, consolidation, or -transfer Participants in the Employer's Plan shall be credited with benefits which are equal to or greater than the benefits they would have been credited with immediately before the merger, consolidation, or transfer if the Plan had then terminated. XIV-2 15237:MAB IN WITNESS WHEREOF, the parties hereto have executed this Plan this day of , EMPLOYER: Signed for the Employer By: Title: Signature: 15237:MAB