Loading...
Exh 6A Part 4AGENDA ITEM 6A FEBRUARY 11, 2002 (d) Qualified Election: A waiver of a Qualified Joint and Survivor Annuity or a qualified preretirement survivor annuity Any waiver of a Qualified Joint and Survivor Annuity or a qualified preretiremenc survivor annuity shall not be effective unless: (a) the Participant's Spouse consents in writing to the election; (b) the election designates a specific Beneficiary, including any class of Beneficiaries or any contingent Beneficiazies, which may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal consent); (c) the Spouse's consent acknowledges the effect of the election; and (d) the Spouse's consent is witnessed by a Plan representative or notary public. Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity shall not be effective unless the election designates a Eorm of benefit payment which may not be changed wichouc spousal consent (or the Spouse expressly permits designations. by the Pazticipanc without any further Spousal consent). If it is established co the satisfaction of a Plan representative that There is no Spouse or that the Spouse cannot be located, a waiver will be deemed a Qualified Election. Any consent by a Spouse obtained under this provision (or establishment that the consent of a Spouse may not be obtained) shall be effective only with respect to such Spouse. A consent that permits designa- bons by the Participant wichouc any requirement of further consent by such Spouse must acknowledge. Ghat the Spouse has the tight to limit consent to a specific Beneficiary, and a specific form of benefit where applicable, and that the Spouse voluntazily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of benefits. The number of revocations shall not be limited. No consent obtained under this provision shall be valid unless the Participant has received notice as provided in Sec- tion 12.04. (e) Qualified joint and Survivor Annuity: An immediate annuity for the life of the Participant with a survivor annuity. for the life of the Spouse which is not less than fifty percent (50%) and not more than one hundred percent (100%) of the amount of the annuity which is payable during the joint lives of the Participant and'the Spouse and which is the amount of benefit which can be purchased with the Partici- pant sVested Account Balance. The percentage of the survivor annuity shall, be fifty percent (50%). (f) Spouse (Surviving Spause): The Spouse or Surviving Spouse of the Paztiupant, provided that a Former Spouse will be created 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 described in section 414(p) of the Code. (g) Srnaight Life Annuity: An annuity payable in equal installments for the life of the Participant chat termi- nates upon the Participant's death. (h) nested Account Balance. The aggregate value of the Pazticipant s vested Account balances derived from Employer and Employee contributions (including rollovers), whether vested before or upon death, including the proceeds of insurance contracts, if any, on the Partiupant s life. The provisions of this Article shall apply to a Participant who is vested in amounts attributable to Employer Contributions, Employee contributions (or both) at the time of death or distribution. 12.06 Annuity Contracts. Where benefits aze to be paid in the form of a life annuity pursuant to the terms of this Article, a nontransferable annuity contract shall be purchased from a life insurance company and disuibuted to the Participant or Surviving Spouse, as applicable. The terms of any annuity contract purchased and distributed by the Plan shall comply with the requirements of this Plan and section 417 of the Code. XIII. LOANS TO PARTICIPANTS 13.01 Availability of Loans to Participants. MPP 10/25/00 AGENDA ITEM 6A FEBRUARY 11, 2002 (a) If the Employer has elected in the Adoption Agreement to make loans available co Paticipants, a Partici- pant may apply For a loan from the Plan subject to the limitations and other provisions of this Article. (b) The Employer shall establish written guidelines governing the granting of loans, provided that such guidelines are approved by the Plan Administrator and are not inconsistent with the provisions of this Article, and that loans are made available co all Participants on a reasonably equivalent basis. 13.02 Terms and Conditions of Loans to Participants. Any Loan by the Plan to a Participant under Section 23.01 of the Plan shall satisfy the following requirements: (a) AvailabiIlry. Loans shall be made available to all Participants on a reasonably equivalent basis. (b) Nondiscrimination. Loans shall. not be made to highly compensated Employees in an amount greater than the amount made available co other Employees. (c) Interest Rate. Loans must be adequately secured and bear a reasonable interest rate. (d) Loan Limit. No Participant Loan shall exceed the present value of the Patticipant s Nonfotfeitable Interest in his/her Account. (e) Spousal Consent A Participant must obtain the consent of his/her Spouse, as defined under Section 12.05 if any, within the ninety (90) day period before the time the Account balance is used as security for the loan. Spousal consent shaII be obtained no eazlier than the beginning of the ninety (90} day period that ends on the date on which the loan is to be so secured. The consent must be is writing; must acknowledge the effect of the loan, and must be witnessed by a Plan representative or notary public. Such consent shall thereafter be binding with respect to the consenting Spouse or any subsequent Spouse with respect to that loan. Anew consent shall be required if the Account balance is used for renegotiation, extension, renewal, or other revision of the loan. (f) Fotedosure. In ehe event of default, foreclosure on the note and attachment of security will not occur until a distributable event. occurs in the Plan. (g) Reduttion of Account. If a valid spousal consent has been obtained in accordance with Subsection (e), ~i Then, notwithstanding any other provision of this Plan, the portion of the Participant s vested Account I balance used as a security interest held by the Plan by reason of a loan outstanding to the Participant shall be taken into account for purposes of determining the amount of the Account balance payable at the dme ~ of death or distribution, but only if the reduction is used as repayment of the loan. If less than one ~j hundred percent (100%) of the Participant's nonforfeitable Account balance (determined without regard to the preceding sentence) is payable to the surviving spouse, then the Account balance shall be adjusted by first reducing the nonforfeitable Account balance by the amount of the security used as repayment of the loan, and then determining ehe benefit payable to the surviving spouse. ~i (h) Amount of Loan. At the dme the loan is made, the principal amount of the loan plus the outstanding balance (principal plus accrued interest) due on any other outstanding loans to the Participant or Benefi- ciary from the Plan and from all other plans of the Employer that aze qualified employer plans under section 72(p)(4) of the Code shall not exceed the least of: (1) $50,000, reduced by the excess (if any) of (a) The highest outstanding balance of loans fzom the Plan during [he one (1) year period ending on the day before the date on which the Ioan is made, over MPP 10/25/00 2'7 AGENDA ITEM 6A FEBRUARY Il, 2002 (b) The outstanding balance of loans from the Plan on the date on which such loan is made; or (2) The greater of (a) $10,000, or (b) One-half (1/2) of the value of the Pazticipants Nonforfeitable Interest in all of his/her Accounts under this Plan. For the purpose of the above limitation, all loans from all qualified employer plans under section 72(p)(4) of the Code are aggregated. (i) Application forLoan. The Pazricipant must give the Employer adequate written notice, as determined by the Employer, of the amount and desired time for receiving a loan. No more than one (1) loan maybe made by the Plan to a Participant in any calendaz year, No loan shall be approved if an existing loan. from the Plan to the Participant is in default to any extent. (j) Length of Loan. The terms of any loan issued or renegotiated after December 31, 1993, shall require the Pazticipant to repay the loan in substantially equal installments of principal and interest, at least monthly, over a period that does not exceed five (5) years from the date of the loan; provided, however, that if the proceeds of the loan aze applied by the Participant to acquire any dwelling unit that is to be used within a reasonable time (determined at the time the loan is made) after the loan is made as the principal residence of the Patticipant, the five (5) yeaz limit shall not apply. In this event, the period of repayment shall not exceed a reasonable period determined by the Employer. Principal installments and interest payments otherwise due may be suspended during an authorized leave of absence, if the promissory note so provides, but not beyond the original term permitted under this Subsection (j), with a revised payment schedule (within such term). instituted at the end of such period of suspension. (k) Prepayment: The Participant shall be permitted to repay the loan in whole or in pare at any time prior to maturity, without penalty. (1) Noce. The loan shall be evidenced by a promissory Wore executed by the Participant and delivered to the Employer, and shall bear interest at a ieasonable rate determined by the Employer. (m) Security. The loan shall be secured by an assignment of that portion the Participant s right, title and. interest in and to his/her Employer Contribution Account (tb the extent vested), Participant Contribu- tion Account, and Portable Benefits Account that is equal to fifty percent (50%) of the Pazticipani s Account (to the extent vested). (n) Assignment or Pledge. For the purposes of pazagraphs (h) and (i), assignment or pledge of any portion of the Pazricipant 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: (o) Other Terms and Conditions: The Employer shall Fix such other setms and conditions of the loan as it deems necessary to comply with legal requirements, to maintain the qualification of the Plan and Trust under section 401(a) of the Code,. or to prevent the treatment of the loan For tax purposes as a distri- bution to the Participant.. The Employer, in izs discretion for any reason, may Fix other terms and condi- tions of the loan, not inconsistent with the provisions of this Article. MPP 10/25/00 28 AGENDA ITEM 6A FEBRUARY 11, 2002 13.03 Participant Loan Accounts. (a) Upon approval of a loan to a Participant by the Employer, an amount not in excess of the loan shall be transferred from the Pazticipant's other investment fund(s), described in Section 6.05 of the Plan, to the Participant s Loan Account as of the Accounting Date immediately preceding the agreed upon date on .which the loan is to be made. (b} The assets of a Participants Loan Account may be invested and reinvested only in promissory notes received by the Plan from the Participant as consideration for a loan permitted by Section 13.D 1 of the Plan or in cash. Uninvested cash balances in a Participant s Loan Account shall not beaz interest. No person who is otherwise a fiduciary of the PIan shall be liable For any Ioss, or by reason of any breach, that resoles from the Pazticipanc's exercise of such control. (c) Repayment of principal and payment of interest shall be made by payroll deduction or, where repayment cannot be made by payroll deduction, by check, and shall be invested in one (1) or more other invest- ment funds, in accordance with Section 6.05 of the Plan, as of the next Accounting Date after payment thereof to the Trust. The amount so invested shall be deducted from the Pazticipane's Loan Account. (d) The Employer shall have the authority to establish other reasonable rules, not inconsistent with the provisions of the Plan, governing the establishment and maintenance of Participant Loan Accounu. XIV. PLAN AMENDMENT, TERMINATION AND OPTIONAL PROVISIONS 14.01 Amendment by Employer. The Employer reserves the right, subject to Section 14.02 of the Plan, to amend the Plan from time to time by either: (a} Filing an amended Adoption Agreement to change, delete, or add any optional provision; or (b) Continuing the Plan in the Form of an amended and restated Plan and Trust. No amendment to the Plan shall be effective to the extent chat it has the effect of decreasing a Participant's ac- crued benefit. Notwithstanding the preceding sentence, a Patticipants Account balance may be reduced to .the extent permitted under section 412(c)(8) of the Code. For purposes of this paragraph, a Plan amendment which has the. effect of decreasing a Pazticipant s Account balance or eliminating an optional form of benefit,. with respect to benefits attributable to service before the amendment shall be treated as reducing an accrued. benefit. Furthermore, if the vesting schedule of the 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 dace it becomes effective, the nonforfeicable percentage (determined as of such date) of such Employee's right to his/her Employer-derived accrued benefit will not be less than his percentage computed under the plan without regard to such amend- ment. , The Employer may (1) change the choice of options in the Adoption Agreemene; (2) add overriding language in the Adoption Agreement when such language is necessary to satisfy sections 415 or 4i6 of the Code because of the requited aggregation of multiple plans, and {3) add cenain model amendments published by the Internal Revenue Service. .14.02 Amendment of Vesting Schedule. If the Plan's vesting schedule is amended, of the Plan is amended in any way that directly or indirecdy affects the computation of the Pazticipant s nonforfeitable percentage, each Participant may elect, within a reasonable period after the adoption of the amendment or change, to have the nonforfeitable percentage computed under the Plan without regard to such amendment or change. MPP 10/25/00 29 AGENDA ITEM 6A FEBRUARY 11, 2002 The period during which the election may be made shall commence with the date the amendment is adopted or deemed to be made and shall end on the latest of: (a) Sixty (60) days after the amendment is adopted; (b) Sixty (60) days afer the amendment becomes effective; or (c) Sixty (60) days afer the Participant is issued written notice of the amendment by the Employer or Plan Administrator. 14.03 Termination by Employer. The Employer reserves the right to terminate this Plan. However, in the event of such termination no pazt of the Trust shall be used or diverted to any purpose other. than for the exclusive benefit of the Pazticipants or their $enefcciaries, except as provided in this Section. Upon Plan termination or paztia! termination, all Account balances shall be valued at their fair market value and the Participant s right to his/her Employer Contribution Account shall be one hundred percent (100%) vested and nonforfeitable. Such amount and any other amounts held in the Patticipant s ocher Accounts shall be maintained for the Participant until paid pursuant co the terms of the Plan. Any amounts held in a suspense account, after all liabilities of the Plan to Participants and Beneficiazies have been satisfied or provided for, shall be paid co the Employer in accordance with the Code and regulations thereunder. In the event that the Commissioner of Internal Revenue determines that the Plan is not initially qualified under the Internal Revenue Code, any conuibution made by the Employer incident to that initial qualification must be returned. i'+' to the Employer within one year afer the date the initial qualification is denied, but only if the application for the ~,j qualification is made by the time prescribed by law for filing the Employer's return for the yeaz in which the Plan is l' adopted, or such later date as ehe Secretary of the Treasury may prescribe. ,L .14.04 Discontinuance of Contributions. A permanent discontinuance of conuibutions to the Plan. by. the Em- ' ployer, unless an amended and restated Plan is established, shall constitute a Plan termination. h 14.05 Amendment by Plan Administrator. The Plan Administrator may amend this Plan upon thirty (30) days. writ-ten notification to the Employer, provided, however, that any such amendmentmust be for the express purpose of maintaining compliance with applicable federal laws and regulations of the Internal Revenue Service. Such amend- ment shall become effective unless, within such 30-day period, the. Employer notifies the Administrator, in writing, that it disapproves such amendment, in which case such amendment shall not become effective. In the event of such disapproval, the Administrator shall be under no obligation to continue acting as Administrator hereunder. 14.06 Optional Provisions. Any provision which is optional under this Plan. shall become effective if and only if elected by the Employer and agreed to by the Plan Administrator. XV. ADMRVISTRATION 15.01 Powers of the. Employes The Employer shall have the following powers and duties: (a) To appoint and remove, with of without cause, u4e Plan Administrator; (b) To amend or terminate the Plan pursuant to the provisions of Article?CIV; (c) To appoint a committee to facilitare administration of the Plan and communications to Patticipants; MPP 10/25/00 AGENDA ITEM 6A FEBRUARY 11, 2002 (d) To decide all questions of eligibility (1) for Plan pazticipation, and (2) upon appeal by any Participant, Employee or Beneficiary, for the payment of benefits; (e) To engage an independent qualified public accountant, when required to do so by law, to prepaze an- nually the audited financial statements of the Plan's operation; (f) To cake all anions and to communicate to the Plan Administrator in writing all necessary information co carry out the terms of the Plan and Trust; and (g) To notify the Plan Administrator in writing of the termination of the Plan. 15.02 Duties of the Plan Administrator. The Plan Administrator shall have the following powers and duties: (a) To construe and interpret the provisions of the Plan; (b) To maintain and provide such returns, reports, schedules, descriptions, and individual Account sta~e- menu, as, are required by law within the rimes prescribed by law; and to furnish to the Employer, upon request, copies of any or all such materials, and further, ro make copies of such instruments, reports, descriptions, and statements as aze required by law available for examination by Pazticipants and such of their Beneficiazies who aze or may be eneided to benefits under the Plan in such places and in such manner as required by law; (c) To obtain from the Employer such information as shall be necessary for the proper administration of the Plan; (d) To determine the amount, manner, and time of payment of benefits hereunder, (e) To appoint and retain such agents, counsel, and accountants for the purpose of properly administering the Plan; (f) To distribute assets of the Trust co each Pazticipant and Beneficiary in accordance with ArtideX of the Plan; (g) To pay expenses from the Trust pursuant ro Section 6.03 of the Plan; and (h) To do such other acts reasonably required co administer the Plan in accordance with its provisions or as may be provided for or required by law. 15.03 Protection of the Employer. The Employer shall not be liable for the acts or omissions of the Plan Adminis- trator, but only to the extent that such acts or omissions do not result from the Employer's failure to provide accurate or timely information as required or necessary for proper administration of the Plan. 15.04 Protection of the Plan Administrator. The Plan Adminisuator may rely upon any cenificate, notice or direction purporting to have been signed on behalf of the Employer which the Plan Administrator believes to have been signed by a duly designated official of the Employer. 15.05 Resignation or Removal of Plan Administrator. The Plan Administrator may resign at any time effective upon sixty (60) days prior written notice to the Employer. The Plan Administrator may be removed by the Employer at any rime upon sixty (60) days prior written notice to the Plan Administrator. Upon the resignation or removal of the Plan Administrator, the Employer may appoint a successor Plan Administrator; failing such appointment, the Employer shaII assume the powers and duties of Plan Administrator. Upon the resignation or removal of the Plan. AGENDA ITEM 6A FEBRUARY 11, 2002 Administrator, any Trust assets invested by or held in the name of the Plan Administrator shall be transferred to the trustee in cash of property, at fair mazket value, except chat the return of Trust assets invested in a contract issued by an insurance company shall be governed by the terms of chat contract. 15.06 No Termination Penalty. The Plan Administrator shall have no authority or discretion to impose any termina- tion penalty upon its removal. 15.07 Decisions of the Plan Administrator. All constructions, determinations, and interpretations made by the Plan Administrator pursuant to Section 15.02(a) or (d) shall be final and binding on all persons participating in the Plan, given deference in all courts of law co the greatest extent allowed by applicable law, and shall not be overturned or set aside by any court of law unless found to be azbitrary or capricious, or made in bad faith. XVI. MISCELLANEOUS 16.01 Nonguazantee of Employment. Nothing contained in this Plan shall be construed as a contract of employ- ment between the Employer and any Employee, or as a right of an Employee to be continued in the employment. of the Employer, as a limitation of the right of the Employer co discharge any of its Employees, with or without cause. 16.02 Rights to Trust Assets. No Employee or Beneficiary shall have any right to; or interest in, any assets of the Trust upon termination of his/her employment or otherwise, except as provided From time to time under this Plan, and Then only co the extent of the benefits payable under the Plan to such Employee or Beneficiary out of the assets of the Trust. All payments of benefits as provided for in this Plan shall be made solely out of the assets of the Trust and none of the fiduciaries shall be liable therefor in any manner. 16.03 Nonalienation of Benefits. Except as provided in Section 16.04 of the Plan, benefits payable under this Plan .shall not be subject in any manner to anticipation, alienation; sale, transfer, assignment, pledge, encumbrance, chazge, gaznishment, execution, or levy of any kind, either voluntary or involuntary, prior co actually being received by the person entitled to the benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, . pledge, encumber, chazge or otherwise dispose of any right to benefits payable hereunder, shall be void. The Trust shall not in any manner be liable for, or subject co, the debts, contracts, liabfliries, engagements or torts of any person entitled to benefits hereunder. 16.04 Qualified Domestic Relations Order. Notwithstanding Section IG.03 of the Plan, amounts may be paid with respect to a Patticipanc pursuant to a domestic relations order, but if and only if the order is determined to be a qualified domestic relations order within the meaning of section 414(p) of the Code or any domestic relations order entered before January 1, 1985. 16.05 Nonforfeitability of Benefits, Subject only to the specific provisions of this Plan, nothing shall be deemed to deprive a Pazticipant ofhis/her right to the Nonforfeitable Interest zo which he/she becomes entitled in accordance with the provisions of the Plan. 16.06 Incompeteary of Payee. In the event any benefit is payable to a minor or incompetent, to a person otherwise under legal disability, or to a person who, in the sole judgment of the Employer, is by reason of advanced age, illness, or ocher physical or mental incapacity incapable of handling the disposition of his/her property, the Employer may apply the whole or any part of such benefit directly co the Gaze, comfort, maintenance, support, educa-lion, or use of such person or pay or distribute the whole or any pare of such benefit to: (a) The parent of such person; (b) The guazdian, committee, or other legal representative, wherever appointed, of such person; AGENDA ITEM 6A FEBRUARY 11, 2002 (c} The person with whom such person resides; (d) Any person having the care and control of such person; or (e) Such person personally , The receipt of the person to whom any suchpayment or distribution is so made shall be full and complete dischazge therefor. 16.07 Inability to Locate Payee. Anything ro the contrary herein notwithstanding, if the Employer is unable, after reasonable effort, to locate any Participant or Beneficiary ro whom an amounf is payable hereunder, such amount shall be forfeited and held in the Trust for application against the next succeeding Employer Contribution or contriburions required to be made hereunder. Notwithstanding the foregoing, however, such amount shall be reinstated, by means of an addirional Employer contribution, if and when a claim for the forfeited amount is subsequently made by the Paticipant or Beneficiary or if the Employer receives proof of death of such person, satisfactory to the Employer. To the extent not inconsistent with applicable law, any benefits lost by reason of escheat under applicable state law shall be considered forfeited and shall not be reinstated. 16.08 Mergers, Consolidations, and Transfer of Assets. The Plan shall not be merged into or consolidated with any other plan, nor shall any of its assets or liabilities be transferred into any such other plan, unless each Participant in the Plan would (if the Plan then terminated) receive a benefit immediately afer the merger, consolidation, or transfer that is equal co or greater than the benefit he/she would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated). 16.09 Employer Records. Records of the Employer as to an Employee's or Pazticipan~ s Period of Service, termina- tion of service and the reason therefor, leaves of absence, reemployment, Earnings, and Compensation will be conclu- sive on all persons, unless determined to be incorrect. 16.10 Gender and Number. The masculine pronoun, whenever used herein, shall include the feminine pronoun, and the singulaz shall include the plural, except where the context requires otherwise. 16.11 Applicable Law The Plan shall be construed under the laws of the State where the Employer is located, except to the extent superseded by federal law The Plan is established with the intent that it meets the requirements under the Code. The provisions of this Plan shall be interpreted in conformity with these requirements. In the event of any conflict between the Plan and a polity or contract issued hereunder, the Plan provisions shall .control; provided, however, no Plan amendment shall supersede an existing polity or contract unless such amendment is required to maintain qualification under section 401(a) and 414(d) of the Code. ~.' AGENDA ITEM 6A FEBRUARY 11, 2002 AGENDA ITEM 6A FEBRUARY 11, 2002 DECLARATION OF TRUST This Declazation of Trust (the "Group Trust Agreement") is made as of the 19th day of May 2001, by VantageTrust Company, which dedazes izself ro be the sole Trustee of the trust hereby created. WHEREAS, the ICMA Retirement Trust was created as a vehicle for the commingling of the assets.of governmental plans and governmental units described in Section 818(a)(6) of the Internal Revenue Code of 1986; as amended, pursuant to a Declazation ofTrust dated October 4, 1982, as subsequently amended, a copy of which is attached hereto and incorporated by reference as set out below (the "ICMA Declazation"); and WHEREAS, the trust created hereunder (the "Group Trust") is intended to meet the requirements of Revenue Ruling 81-100, 1981-1 C.B. 326, and is established as a common trust fund within the meaning of Section 391:1 of Title 35 of the New Hampshire Revised Statutes Annotated, to accept and hold for investment purposes the assets of the Deferred Compensation and Qualified Plans held by and through the ICMA Retirement Trust. NOW, THEREFORE, the Group Trust is created by the execution of this Declaration of Trust by the Trustee and is established with respect to each Deferred Compensation and Qualified Plan by the transfer to the Trustee of such Plan's assets in the ICMA Retirement Trust, by the Trustees [hereof, in accord with the following provisions: 1. Incorporation of ICMA Declazation by Reference; ICMA By-Laws. Except as otherwise provided in this Group Trust Agreement, and to the extent not inconsistent herewith, all provisions of the ICMA Declaration aze incorporated herein by reference and made a part hereof, to be read by substituting the Group Trust for the Retirement Trust and the Trustee for the Board ofTrustees referenced therein. In this respect, unless the context deazly indicates otherwise, all capitalized terms used herein and defined in the ICMA Declazation have the meanings assigned to them in the ICMA Declazation. In addition, the By- Laws of the ICMA Retirement Trust, as khe same maybe amended from time-to-time, aze adopted as the By-Laws of the Group Trust to the extent not inconsistent with the terms of this Group Trust Agreement Notwithstanding the foregoing, the terms of the ICMA Declaration and By-Laws aze further modified with respect co the Group Trust created hereunder, as follows:, (a) any reporting, distribution, or other obligation of the Group Trust vis-3-vis. any Deferred Compensation Plan, Qualified Plan, Public Employer, Public Employer Trustee, or Employer Trust shall be deemed satisfied to the extent that such obligation is undertaken by the ICMA Retirement Trust (in which case the obligation of the Group Trust shall run to the ICMA Retirement Trust); and (b) all provisions dealing with the number, qualification, election, term and nomination of Trustees shall not apply, and all other provisions relating co trustees (including, but not limited to, resignation and removal) shall be interpreted in a manner consistent with the appointment of asingle corporate trustee. 2. Compliance with Revenue Procedure 81-100. The requirements of Revenue Procedure 81-100 aze applicable to the Group Trust as follows: (a) Pursuant to the terms of this Group Trust Agreement and Article X of the By-Laws, invest- ment in the Group Trust is limited co assets oFDeferred Compensation and Qualified Plans, investing through the ICMA Rerirement Trust. AGENDA ITEM 6A FEBRUARY 11, 2002 (b) Pursuant to the By-Laws, the Group Trust is adopted as a part of each Qualified Plan that invests herein through the ICMA Retirement Trust. (c) In accord with the By-Laws, that part of the Group Trust's corpus or income which equitably belongs to any Deferred Compensation and Qualified Plan may not be used for or diverted to any purposes other than for the exclusive benefit of the Plan's employees or their benefici- azies who aze entitled to benefits under such Plan. (d) In accord with the By-Laws, no Deferred Compensation Plan or Qualified Plan may assign .any or pazt of its equity or interest in the Group Trust, and any purported assignment of such equity or interest shall be void. 3. Governing Law. Except as otherwise required by federal, state or local law, this. Declazation oFTrust (including the ICMA Declazation to the extent incorporated herein) and the Group Trust created here~n- der shall be construed and determined in accordance with applicable laws of the State of New Hampshire. 4. Judicial Proceedings. The Trustee may at any fime initiate an anion or proceeding in the appropriate state or federal courts within or outside the state of New Hampshire for the settlement of its accounts or for the determination of any question of construction which may azise or for instructions. IN WITNESS WHEREOF, the Trustee has executed this Declazacion of Trust as of the day and yeaz first above - written. VANTAGETRUST COMPANY ~ ;.,. By: Name: - Paul F. Gallagher Title: Assistant.Secretary :~s >rt ~; ;~." `*