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HomeMy WebLinkAboutCSDOC Resolution 1998 - 0016RESOLUTION NO.98-16 APPROVING VALIC ADMINISTRATIVE SERVICES AGREEMENT AND GROUP ANNUITY CONTRACT A JOINT RESOLUTION OF THE BOARDS OF DIRECTORS OF COUNTY SANITATION DISTRICTS NOS.1,2,3,5,6,7, 11,13,AND 14 OF ORANGE COUNTY,CALIFORNIA, APPROVING VALIC ADMINISTRATIVE SERVICES AGREEMENT AND GROUP ANNUITY CONTRACT WHEREAS,the County Sanitation Districts Nos.1,2,3,5,6,7,11,13,and 14 of Orange County,California (the “Districts”)have employees rendering valuable services; WHEREAS,the establishment of a deferred compensation plan for such employees serves the interests of the Districts by enabling the Districts to provide reasonable retirement security for District employees,by providing increased flexibility in the Districts’personnel management system,and by assisting in the attraction and retention of competent personnel; WHEREAS,by Resolution No.94-39,adopted by the Boards of Directors on April 13, 1994,the Districts approvec4 and adopted the County Sanitation Districts of Orange County, California Deferred Compensation Plan as Amended 1994;by Resolution No.95-80,adopted by the Boards of Directors on July 26,1995,the Districts approved and adopted the first amendment to such plan;and,by Resolution No.98-07,adopted by the Boards of Directors on March 25,1998,the Districts approved and adopted the second amendment to such plan.(The 1994 complete amendment,the 1995 first amendment and the 1998 second amendment are hereinafter collectively referred to as the “Plan”); WHEREAS,the Boards of Directors desire to offer Plan Participants the opportunity to choose among Plan administrators; WHEREAS,the Boards of Directors have determined that the selection of The Variable 2092-700 63101_i WS&S June 2,1998 1 CIean Draft No.1 Annuity Life Insurance Company (“VALIC”)as one of the Plan administrators,whose services Plan Participants may choose to utilize,serves the above objectives;and, WHEREAS,the Boards of Directors desire that the Plan be administered by VALIC,to the extent of Plan assets delivered to VALIC,and that the funds delivered to VALIC be invested pursuant to a group annuity contract between VALIC and the Districts. NOW,THEREFORE,the Boards of Directors of County Sanitation Districts Nos.1,2,3, 5,6,7,11,13,and 14 of Orange County,California, DO HEREBY RESOLVE,DETERMINE AND ORDER: Section 1 The Districts,as trustee of the Plan,are hereby authorized to apply for and obtain a group annuity contract,between VALIC and the Districts,in substantially the form attached hereto as Exhibit “A”and incorporated herein by reference (the “Group Annuity Contract”),with the intention that the Group Annuity Contract be operative with respect to any Plan assets to be invested in the Group Annuity Contract,at the election of Plan Participants. Section 2 Pursuant to Section 8 of the Plan,the assets of the Plan are held in trust, with the Districts serving as trustee,for the exclusive benefit of the Plan Participants and their beneficiaries,and such assets shall not be diverted to any other purpose.The Plan trustee’s beneficial ownership of Plan assets held in the Group Annuity Contract shall be held for the further exclusive benefit of the Plan Participants and their beneficiaries. Section 3 Section 15 of the Plan permits the Districts to establish a loan program under the Plan.The Districts have not yet established any such loan program.At such time as the Districts do establish a loan program,pursuant to Plan Section 15,the Districts shall so inform VALIC,so that VALIC may,with respect to the Plan assets invested in the Group Annuity Contract,administer the loan program consistent with Plan Section 15. Section 4 The Districts hereby authorize the General Manager to execute,on behalf 2092-700 63101_i WS&S June 2,1998 2 ~CIean Draft No.1 I. of the Districts,the Administrative Services Agreement,attached hereto and incorporated herein by reference as Exhibit UBU between the Districts and VALIC,for the provision,by VALIC,of administrative services under the Plan. Section 5 The Director of Human Resources shall:(a)be the coordinator for this program;(b)receive necessary reports,notices,etc.from VALIC;(C)have the authority to assign,to the appropriate District personnel,administrative duties to carry out the Plan;and (d) have the authority to execute all necessary documents with VALIC incidental to the administration of the Plan,other than the Administrative Services Agreement itself,or any amendment thereto. PASSED AND ADOPTED at a regular meeting held June 24 , 1998. 2092-700 63101 1 WS&S June 2,1998 3 ‘Ctean~Draft No.1 STATE OF CALIFORNIA ) )SS. COUNTYOF ORANGE ) I,PENNY M.KYLE,Secretary of the Boards of Directors of County Sanitation Districts Nos.1,2,3,5,6,7,11,13 and 14 of Orange County,California,do hereby certify that the foregoing Resolution No.98-16 was passed and adopted at a regular meeting of said Boards on the 24th day of June,1998,by the following vote,to wit: AYES:Steve Anderson;George Brown;John Collins;Barry Denes; Shirley Dettloff;Harry M.Dotson;Burnie Dunlap;Norman Z. Eckenrode;Jan Flory;John M.Gullixson;Mark Leyes;Patsy Marshall;Pat McGuigan;Darryl G.Miller;Eva Minor-Bradford; Mark A.Murphy;John E.Noyes;Arthur Perry;Anna L.Piercy; Margie L.Rice;Thomas R.Saltarelli;Christina M.Shea;Todd Spitzer;William G.Steiner;Dave Sullivan;Charles E.Sylvia;Bob Zemel NOES:None ABSENT:None IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official seal of County Sanitation District No.I on behalf of itself and Districts Nos.2,3,5,6,7, 11,13 and 14 of Orange County,California,this 24th day of June,1998. PennyM~Secret’~ Boards of Directors,C ty Sanitation Districts Nos.1,2,3,5,6,7,11,13 and 14 of Orange County,California H:~wp.dta\admIn\BS\FORMS\1 998\F1 2.1 64oc JUN-IS-SB 10:10 FROM:OCSD-HUMAN RESOURCES ID:7149620427 PAGE 2/4 i•~u.o~e r~’o~ I ‘ ~BA~ The V3riab&e Annuity tie Insuran~Con~aiy 2929 Allen Pztbeay Nos~n.Te~taa 77019 In r~am for Purdiase Payn~nt~S),VAUC YJ~pay annu~y and aete’~prcvtd~d ~i this wthacZ~ PLF~~READ Y~JR c~.TvAcT c*~LLY Se~l~onPage2 •~Charge -Thee ~no a~m~sanoo diorge. •~p.i~#P’~O’~t Ch~ig~ThO(*i~*d~Y charge agá~et !le S~Awit at an avoa~sale rangrng from 1%b 1.2E~of ~e av~dafly net ~et value ~th Sepas~e ~d.based upon th Vastable hivo~nent Oo?~i ~w$~a~e~are aPo~i~This d~o onty a~’~e~I~ undor Va~.*U~vS5fte’~Oo~So.Sec~an 2..OS for a ~.s~my~o ~ •Cash Swien*f or W~M.~I Ch~gz~Ths.’o is a ch&ge at the ~ne of urr~endoc or for bJIL!~fer fo another handing en~or for piapcirsis oth~than t~pmiáde Paitic~ant benoflb .qu&to 5%of (I)the amount yiith~wr’.~r (il)the ar~int of aiy Pwdiase Paymants re~vid dwirg the most r~t 60 months par to the ~nrender or bthaanal,w*~di~is l~.So.S~-~-4.~ thraugl~4.C5 for a ~o~’p’~~des~~i and The c~s~R~and pmwisMis o~~iis and the VAUC a’~~‘e Con~Owner.No agent b~ pi~On’y The Pres.~ni or a Vt~Pmident of VALIC m~’ thang~must beli iw~g.M cm~noas and p~uns are subec~to apci~ca~e stab laws. 6~JTa~ATVALJ~S HOME OFRCE ON TP€~OF lS~JE~. 2r~~ ~O4UITv ~AVMB~AND S.~aD~VALUES ~By 11es COnTRACT .B~ON W4ESTMBIT ~OF ThE ~CPANA1E 4sCOI~T A~VA~AOLE MIO ARE i~T CU*RNl1~AS TO ~OOU*R AMOUNt~ ~UD I~AND VAIe*BLEDaERRED AHIftflTY cONTRACT lN~V~JALALLOCATEo~ ~ase-svw~c 11 ‘12:39 7138315835 P~02 DAtE OF ~UE any of Any w~ wn JUN 16 ‘98 10:28 714962042?PAGE.02 05’11’98 14:36 6 P S 9 ANAHEIM NO.848 Peø3/~13 ction I DEFINmONS_________________ section 2 CONTRACT AND PURCHASE PAYMENTS_________________ 3.06 Transfers During the Annuity Peviod_ ection 4 BENEFITS_________________ 4.01 Cash Surrender__________________ 4.02 WIthdrawals___________________ 4.03 Charges for Cash Surren~ur or Withdrawal______________ 4.04 Conditions Under Which No Surrender or Withdrawal Charges Wifi Be Dedu~ed_ 4.05 Annuity Priad________________ 4.06 Starting Annuity Income Benefits — 4.07 Partial Annuitization_______________ 4.08 Minimum Annuity Payments__________ 4.09 Misstatement of Age_______________ 4.10 Annuity Income (Payment)Options____ 4.11 Fixed or Variable Annuity Basis_______ 4.12 Variable Annuity Payments_________ 4.13 Assumed lnvesbvtent Rate (AIR)_______ 4.14 AnnuIty Units and Annuity Unit Value 4.15 Betterment of Rates_______________ 4.16 Annuity Rate Tables______________ 4.17 Beneficiaries____________________ 4.18 Death Payment Prcvision~__________ Section 5 CODE REQUIREMENTS AND RETIREMENT PLAN PROVISIONS 5.01 Salary Reduction Purchase Payments_ 5.02 Minimum Dis~ibutions After Age 70 112_ 5.03 Minimum Death Benefit Distributicns 5.04 Direct Roltovers________________ 5.05 Plan Provisions_________________ 5.05 Nonquaf~fied Deterred Compensation Section 6 GENERAL PROVISiONS__________ 6.01 Participant Certificates______________ 6.02 Assignment 6.03 VeSting___________________ 6.04 Wriften Notices to Us_____________ 6.05 Change of ConDact________________ 6.06 Future Participants___________ 6.07 Reports____________________ 6.08 6.09 6.10 6.11 Proofo!Survival_________________ 6.12 Substitution of Investment Fund Shares_________________________ 6.13 Minimum Benefit____________________ 6.14 Separate Account________________ UITG.1 94.SW 2 INDEX 2.01 2.02 2.03 2.04 2.05 2.08 ~ecthon 3 3.01 3.02 3.03 3.04 3.05 Incontestability_________________ Minimum Contract Value__________ Plan Provisions________________ Purchase Payments______________ Maintenance Charge___________ Separate Account Charge_________ INVESTMENT OPTIONS________ Fixed Interest Options______________ Variable Investment Options_________ Acajmulation Unit_________________ Accumulation Unit Value_________ TransfeTs During the Accumulation Period Plans 3 S 3— 3 3 3 3 4 4 4 4 4 4 5 6 6 6 6 6 7 7 7 7 7 7 7 8 8 8 8 8.13 13 13 15 15 15 15 16 15 16 17 17 17 17 17 17~ 17 17 17 17 17 17 17 17 18 MAY 11 ‘98 12:39 713 831 6035 PAGE.03 re ‘3O~d S209 I~B ~t’t~’:~I 86.tT AdN •Section 1 -DEF1NmONS Accumulation Period -the nine between the date of a first Purcnase Payment and the Annuity Date I or a • articipant A~cumulation Value -equals the sum of the values of the Fixed Interest Options and Variable Investment Options allocated to a Participant Account that have not been applied to provide annuity payments. Annuity Period -the time during Which VAUC makes annuity payments. Certificate Year .a twelve month period starting with the issue dale of a Panicipant~s certificate and each anniverswy of that date. Code-the Internal Revenue Code 01 1986.as amended. Company Reference -1W.,Our ‘Us or VAUCS miens The Variable Annuity Life Insurance Company. Contract Owner -the employer or other entity that makes application for the Contract. Investment Fund -an investment porttolio which is the underlying inves~nont medium for a Variable Investment Option. Perticipant -a person for whom or with respect to whom Purchase Payments are made under the Contract. Participant Account -an individual account which is estabhshed for a Par~cipant to record the Accumulation Value for the Participant Plan -the employer-sponsored retirement plan. annuity purchase arrangement,or deferred compensation program for which this Contract is issued. Purchase Payment -an amount paid to VAUC for allocation to a Participant A~~nt Separate Account -a segregated asset account established under the ‘Texas Insurance Code (known as Separate Account A). Sunender Value the Accumulation Value of a Participant Account less any applicable surrender charge. Section 2-CONTRACT AND PURCHASE PAYMENTS 2.01 Incontestability-This Contract is incontestable. This Conbact is non-participating and does not share in the profits or surplus of VAUC. 2.02 MinImum Contract Value -We can disbibute the Surrender Valu.if the Accumulation Value for the Participant Account falls below $300 and there are no Purchase Payments for two Certificate Years. UITG.1 94-S WMC 3 2.03 Plan Provisions .As further explained in Sachon 5.this Contract is subject to the provisions of the Plan.To the extent provided by the Plan,any rights that may be exercised by a Participant under this Contract may instead be exercised by the Contract Owner or a Plan representative. 2.04 Purchase Payments -Purchase Payments may be made at any time during the Accumulation Period and may include amounts that are rolled over or directly transferred from another plan.We require no payment beyond the first There is no penalty if any scheduled payments are omitted or stop—. If only on.Purchase Payment is to be allocated to a Participant’s Account.it must be at least $1,000. Periodic payments must bi at least $30 each. VAUC may waive this rnnwnum. We may deduct amounts from Purchase Payments or tram the Accumulation Value for applicable premium taxes.We will allocate the net Purchase Payment to one or more Investment Options according to the Participants directions unless the Contract Owner has retained that right under the PIwi. 2.05 Maintenance Charge -Thur.is no maintenance General Account .the assets of VAUC other than those in the Separate A~unt or any oItiir segr ~I’I ~~~te Account Charge We deduct a daily from the Separate Account The amount of the charge depends on the Variable InvestmentHomeOffice-tite principal office of Option from which it is deducted,and is imposed at an annual rate which ranges from 1%to 1.25%of the assets of the Variable Investment Option. 8e8’teed sPe’ON WI3H~N~~-S d S ~P:~86/~t/~8 05/11/98 14:36 C P S +ANAHEIM NO.848 P004/013 Section 3-INVESTMENT OPTIONS We wUl allocate Purchase Payments (less any charges) to one or more Investment Options selected by the Participant.We reserve the right to limit allocations among Investment Options to seven at any one time. Each selection must be a whole percentage of Purchase Payments. 3.01 Fixed interest Options -Fixed Interest Options are based on the General Account.Allocations to Fixed Interest Options earn interest as credited by VAUC dunng the Accumulation Period.The interest credited will be at least 3%per year. There are two Fixed Interest Options:Short Term Fixed Account and Fixed Account Plus. (a)Short Term Fixed Account We will credit interest to the Short Term Fixed Account on a portfolio bazix.On the portfolio basis,all amounts accumulated will be credited with the same rate of interest for the current period. (b)Fixed Account Plus We will credit interest to the Fixed Account Plus on the foliowing base.Periodically,but not less than annual ly.We will dadare interest rates that apply separately to amounts accumulated in sepa rate time periods. 3.02 Variable Investment Options -Variable Invest ment Options are based upon Investment Funds available within Separate Account A.Separate Account A invests in a number of Investment Funds.Each Investment Fund underlying a Vari able Investment Option has a different investment objective.Investment returns on Variable Investment Options may be positive or negative. 3.03 AccumulatIon Unit .An Accumulation Unit is a measuring unit for amounts allocated to a Variable Investment Option before annuity payments begin. The value of ai~Accumulation Unit will vary with the net invesvnent return at the respective under lying Investment Fund.Accumulation Units may be credited to the Participanrs Account due to a Purchase Payment or a transfer from another Investment Option.The number of Accumulation Units credited to the Paiticipanf a Account is deter mined by dividing the dollar amount of the bans- action by the Accumulation Unit Value for that Variable Investment Option at the next time it is computed. 3.04 Accumulation Unit Value -The Accumulation Unit Value is the value of one Accumulation Unit of a variable Investment Option.We will calculate it ax the end of trading each day the New York Stock Exchange is open,except as otherwise permuted by the Securities and Exchange Commission.The value of an Accumulation Unit of a Variable Invest. UITG-194-SW 4 ment Option is the Accumulation Unit Value last computed,multiplied by one plus the Investment Rate for the period.The Investment Rate may be positive or negative. The Investment Rate is the change in the value of the Investment Fund’s portfolio (capital gains and losses whether or not realized and investment income)since the last computation,divided by the amount at assets at the beginning of the period. less a factor for (a)the Separate Account Charge for the period at the applicable annualized rate ranging from 1%to 1.25%.and (b)any taxes awibutable to the Separate Account or reserve held for such taxes. 3.05 Transfers During the Accumulation Period - During the Accumulation Period,the Participant may transfer amounts among Investment Options, except as provided below. (a)We reserve the right to limit allocations among Investment Options to seven at any one time. (b)We rewve the right to require transfers to be at least 30 days apart (c)Transfers from the Short Term Fixed Account After a transfer to the Short Term Fixed Account,the Participant may not make any O’ansfer from the Short Term Fixed Account for 90 days.We may change this transfer restriction at any time.However,the transfer restriction period may not exceed 180 days. (d)Transfers from Fixed Account Plus The Part. i~pant may transfer up to 20%of the Accum ulation Value allocated to Fixed Account Plus ~ to determine the 20%transfer limit for that Certificate Year.For each transfer,the percentage transferred is the ratio of the amount transferred to the portion of the Ac~mulsticn Value allocated to Fixed Account Plus immediately prior to the transfer.However,it following a 20% transfer,the remaining amount allocated to Fixed Account Plus would be less than $500, the Participant may transfer the remaining amount. MAY 11 ‘98 12:40 713 832.6035 PAGE.04 S~ø9 T~B ~TL t’t’:~T 86~IT AbW •3.06 Transfers During the Annuity Peilod -During the Annuity Period,the Parbciparit may transfer Annuity Unit values amon9 the Variable Investment OptIons.The Part~c~pant may ~lsp transfer Annuity Unit values f underlying a Annuity.Transfers apait We wiil not permit any transfer from Annuity dunng the Annuity Period. .1 UITG.1 94-SW S 8øø/~øød 6P80N I4I~H~N~~.S d 9 rp:~’I 8G/TI/~ Ø5’1~.’9~j4:37 0 P S 4 ANAHEIM NO.848 Pa05/013 Cash Surrender -Subject to the restrictions in Sections 5.01 and 5.05.the Participant may surrender the Participant Account before the Annuity Date for a cash payment equal to the Survender Value as of the date We receive the request at the Home Office.The Surrender Value is the Accumulation Value less any charges,as deathbed below. The Surrender Value of the Fixed Interest Options will never be less than the amount of all Purchase Payments allocated to the Fixed Interest Options, lose any amount transferred to Varisbic lnvesteient Options or withdrawn. 4.02 WIthdrawals -Subject to the re~thctiona in Sections 5.01 and 5.05,the Participant may withdraw a portion of the Accumulation Value in cuh at any time before the Annuity Data.We may deduct a charge as desoribed below. 4.03 Charges for Cash Swreraler or Withdrawal (a)General The Cash Surr~ndar or Withdrawal charges under thus Contract will not apply unless ha ConV’act Owner makes a surrender or withdrawal for ban*f Sr to another funding entity or for purposes other than to piuvid.Paflicipam benefits under the applicable Deferred Compensadon Plan.The charge is 5%01(1)the amount withdrawn,or (2)the amount of any Purchase Payments received during the most rscent 60 months prior to the surrender or withdrawal, whichever es less. For purposes of this charge.We treat withdrawals as withdrawals of Purchase Payments before any earnings.We beat the most recent Purchase Payments as being Withdrawn first. (b)10%WithdraWal in Certificate Year Subject to the prov~ions of Sections 4.04ind 405, in any Certificate Year the Participant may withdraw up to 10%of the Acmulalion Value without a charge.The surrender charge will be applicable only to th.amount withdrawn that exceeds 10%.Tb. percentage withdrawn will be cabjiatad as the ratio of the amount withdrawn to the A~mnutation Value immediately prior to the Withdrawal.If multiple withdrawals are made in a Certificate Year,the percentages withdrawn for each withdrawal will be added together to detemune whether the 10%limit has been exceeded. 4.04 Conditions Under Which No Suneruder or Withdrawal Chargee Will Be Deducted W•wili not deduct charges from a participant Account urTG.1 94.SWOC 6 under any of the fofiowing conditions: (a)The Participant elects an Annuity Income Option:or (b)After the death of the Participant or (c)The Participant has become totally and permanently disabled.This means that the Participant is unable,because of physical or mental Impairment,to perform the material end substantial duties of arty occupation for which the Participant is suited by means of education.training or •zpsn.nce.Th. ünpaument must have been in existence for mor.than 180 days to qualify for this benefit Such impairment must be .to result in death or be long-standing and indefinite. W.require proof of disability.We will eccept a certified Social Security finding of disability or a dootør~s verification;or (d)The withdrawal and any earlier withdrawals from the Participant Axount during the same Certificate Year do not exceed 10%of the Accumulation Value (see Section 4.03);or (•)The Participant is separated from s.,vi~ with the employer that maintains the Plan;or (1)No Ptn~tas.Payments ware made to the Participant A nv.years e uwend.r.or (9llzyearaotd and the Participant Account was established at least five years before he data of the surrender or withdrawal:or (h)The Participant Account was eetabfushed at lust fifteen years befor.the date of the surrender or withdrawal:or (i)The Participant is retired from service with th,.mptayer that maintains the Plan;or (j)To the extant that a withdrawal or surrender is made on a~unt of an unforeseen emergency under the teens of the employer’s Plan. Th.surrender charge may be waived or reduced uniformly on all Participant Accounts for conv~cts issued under certain plaits or arrangements which —.expected to result in adnunslrathre cost savings.No reduction or waiver will be mad.that is unfairly discriminatory to any person. We may waive any withdrawal or surrender charge attr~utable to Purchase Payments received during specific periods at time,and under conditions and limitations set by Us.Any such waiver will be made by Resolution of the Board of Directors.Notice of the right to surrender Without charge will be milled to the Contract Owner when such waiver is declar.d by the Board of Directors. ~I. Section 4-BENEFITS 401 MAY 11 ‘98 12:40 713 831 6035 PAGE.05 ~8 £I~£t’:?T 86.IT ~WN 4.05 Annuity Period -The Annuity Period begins at the Annuity Dale.when the Participants Accumulation Value is applied under an Annuity Income Option. The Participant may change the Annuity Date shown on the first page of the Participant Certificate by giving Us at Least 30 days note. The selected Annuity Date may be the first day-of any calendar month.but it the Participant chousas a life income option.the Annuity Date may not precede the Participants 50th birthday without Our permisalen. 4.06 Starting Annuity Income BenefIt At least 30 days in advance of the Annuity Date,the Parti~pant must choose one at the Annuity Income Options in Section 4.10 and provide acceptable proof of age for any person whose age is taken into aount under a life income option.If th. Participant fails to select another Annuity Income Option.annuity payments will b.made on the basis at the Second Option with payments guaranteed for a ten-year period,commencing on the Annuity Date.Th r—~~i~ 4.07 Partial Annu’-. I choose to apply Value under an Annuity Income Option and may choose different Annuity Dates and different Annuity Income Options for different portions of the Accumulation Value.Th,r.førs,the Contract may, at times.be in both an A~~mulation Period and an Annuity Period.If the Participant chooses to do this,the provisions of the Convact relating to the Accumulation Penod,and the Annuity Period will be applied as though there were separate Contracts. 4.08 Minimum Annuity Payments -The Participant may not choose any Annuity Income Op~on if the resulting initial payment would be less than $25 under either a Fixed or Variable Annuity.We reserve the right to convert monthly payments to quarterly,semi-annual or annual payments so the initial payment will be at least $25. 4.09 Misstatement of Age -If annuity payments depend upon an individual’s survival arid the date of birth of any individual was misstated,We will adjust the remarning payments.The amount remaining to be paid will be the amount that should have been paid with the correct intormaaon.We will credit or charge the amount of any underpayment or overpayment against the next succeeding payment or payments,if any remain. We reserve the right to collect any overpayment directly from the payee. 4.10 Annuity Income (Payment)Options .The Participant may choose to receive payments under any of the Annuity Income Options below or any other option agreed to by VAUC.Any option chosen must comply with applicable state and federal laws and regulations. FiRST OPTiON .Life Annuity With No Guarantee Period -An income payable during the Partic ipants life.All payments cease at the Participants death with ito further amounts payable. SECOND OPTiON -Life Annuity With Guarantee Period of 5.10.15.or 20 Veers -An income payable dwutg the Participants life.If,at the Participant’s dsath.We have made payments far fewer than the number of years selected,We wIll continue payments to the Beneflciasy tar the remainder of the guarantee period. ‘THIRD OPTION -Life Annuity With Cash or Unit Refund Option -An incime payable dunng the Participants We.Payments ~ese at the Participants death.However,the Beneficiary may receiv,an additional payment For payments on a Fuad Annuity basis,the additional payment,ft any,will be the Accumulation Value applied to this option less the total of all prior payments. For payments on a Variable Annuity basis,the additional payment,it any.wifl be the current value of the number at Annuity Units credited at the Annuity Date less the number of Annuity Units that have been paid.For this purpose,the number of Annuity Units creditd equals the Accumulation Value applied to this option divided by the Annuity Unit Value at the date used to calculate the first annuity payment FOURTH OPTION -Joint arid Surviver Life Annuity -An income payable duruig the joint lives of vie Participant and a second person and thereafter during the life of the survivor. FIFTH OPTION -~ymants for a Designated Period -An income payable for a selected number of years between five and thirty.This option is available for Fixed Annuities only. 4.11 Fixed or Variable Annuity Basis -A Fixed Annuity provides benefit payments of a fixed dollar amount.A Variable Annuity provides benefit payments which vary with the investment return of the chosen Variable Investment Options. The Participant may elect to receive payments under any annuity option as a Fixed Annuity.a Variable Annuity.or a combination Fixed and Variable Annuity.It the Participant malies no election,amounts in Fixed Interest Options will provide a Fixed Annuity and amounts in Variable Investment Options will provide a Variable Annuity. Ufl’G.194-SW ~cois” eg~/~ged 6~8’ON NI~H~N~*‘S d 9 T~:t’T 96/TI/GO 05’11/98 14:3?G P S 9 RNAHEIM NO.848 PeeS~’813 4.12 Variable Annuity Psyments -We will determine the amount of each Variable Annuity payment by multiplying the number of Annuity Units payable by the Annuity Unit Value on the tenth day (or the preceding business day if the tenth day is not a business day)prior to the payment due date. We will determine the number of Annuity Units payable at the beginning of the Annuity Period.We will divide the dollar amount of the first payment by the Annuity Unit Value for that Variable Investment Option on the tenth day before the Annuity Date. The number of Annuity Units payable from each Variable Investment Option remains constant unless the Participant transfers a portion of the annuity benefit between the Variable Investment Options or from a Variable Annuity to a Fixed Annuity.However,the dollar amount.payable is not fixed and may change from month to month. 4.13 Assumed Investment Rate (AIR)-Since the future rate of return on Variable Options is un known,the Participant must choose an Assumed Investment Rate (AIR).The AIR ~the assumed rate of return used to determine the first annuity payment for a Variable Annuity Option.Rates of 3%,3 112%.4 1/2%,5%or a higher raze may be chosen if pemiitted by state law arid regulations.If no AIR is chosen,the AIR will be 31(2%.A higher AIR will result in a higher initial payment.Cheice of a lower AIR will result in a lower initial payment. Payments will in~ease whenever the actual return exceeds the chosen AIR.Payments will decrease whenever the actual return is less than the chosen AIR. 4.14 Annuity Units a~Annuity Unit Value -An Annuity Unit is a measuring unit We use to deter mine the amount of the annuity payments to be made.All or a portion of the Accumulation Value is used to purchase a stream of annuity payments represented by a number at Annuity Units payable each period.The value of these Annuity Units represents the benefit amount paid each period. For Fixed Annuity options the number of Annuity Units equals the dollar amount of each payment since the Annuity Unit Value is fixed at $1.00. For Variable Annuity options,the Annuity Unit Value varies with the investment rate each period. The Annuity Unit Value is the value of one Annuity Unit at an Investment Option. The value of a Variable Annuity Unit is A multiplied by B multiplied by C (AxBxC). A —the Annuity Unit Value for the Variable Investment Option at the immediately preceding computation date B —I .the Invesbnent rate for the variable fund for the period urTG-194-sw 8 C —the applicable AIR Factor from the following table raised to the power of the number of days in the period. AIR AIR Factor 3%0.999919 31(2%0.999906 41(2%0.999879 5%0.999866 4.15 Betterment of Rates-Fixed Annuity -We will use the applicable current settlement option rates if these wiU provide higher fixed annuity payments to the Participant.If a commutation (cash out of remaining annuity payments)is allowed,the rates previously used to calculate the annuity payments will be used for the commutation request. 4.16 Annuity Rate Tables -The value We use to deter mine annuity payments will be the applied portion of the Accumulation Value on the tenth day (or the preceding business day if the tenth day is not a business day)preceding the date of the first annu ity payment,less any applicable premium taxes. The following tables are.based on the 1983a mortality table and assume births in the year 1900. The tables show the amount required to purchase a first monthly payment of $1.00.Quarterly. semiannual,and annual payments may also be selected. The amount of each payment will depend upon the Annuitants adjusted age at the time the first payment is due.Adjusted age will be determined in a~rdance with the following: Calendar Year of Birth ________ After 1975 Actual age.as used above,means the Annuitants age at the birthday nearest to the Annuity Date. Table A is the Table to use for Variable Annuities with a3%AIR (see Section 4.13)and to determine the minimum guarantees for Fixed Annuities. Tables B.C.and D are to be used for Variable Annuities with 3 1/2%.4 1/2%and 5%AIRS respectively. Adjusted Age is Actual Age Minus 0 1 2 3 4 NAY 11 ‘98 12:41 713 831 6035 PAGE.06 S~9 ~B £t~S~:~86~I~ TABLE A DOLLAR AMOUNT REQUIRED TO PURCHASE AN ANNUITY WITH A FIRST MONTHLY PAYMENT OF *1.00 AT AN ASSUMED INVESTMENT RATE OF 3% )ptions 1,2 and 3 -•Singte Life Annuities Monsuy Paymen~Guirariteod Ag.No.*60 120 180 240 Unit ReeunO 50 $250.48 $250.83 1251.98 $254.04 $257.21 $259.24 51 246.41 248.79 248-04 250.27 253.72 255.69 52 242.26 242.88 244.03 246.45 25021 252.09 53 23803 238.49 23995 242.58 240.69 248.43 54 233.73 234.23 235.81 23867 243.15 244.71 55 229.35 228.88 231.60 234.72 225.60 240.94 SB 224,89 225.46 227.32 ~.73 225.05 237.12 57 220.34 220.98 ~.S8 225.71 232.52 233.24 58 215.71 21638 218.59 2223$229.01 229.31 59 210.99 211.72 214.14 21033 235.54 235.33 60 205.19 206.99 209.83 214.50 222.12 221.26 201.30 302.10 205.08 210.42 218.75 217.19 62 196.35 191.31 20030 205.34 215.47 213.04 63 191.32 192.39 195.88 202.30 212.28 20883 84 18624 187.41 191.25 195.29 209.20 204.54 55 181.11 182.40 186.61 , 194.34 ‘:206.25 200.18 66 175.92 177.34 ~~81~9~U.~1~Q.44 -203.44 195.73 6?170.70 172.26 3 1 1t~~*r 200.79 191.41 96 155.43 167.15 IJ.~L~}198.31 186.93 6)160.13 152.01 98.179.39 196.00 182.35 70 154.79 158.86 163.56 175.85 193.89 178.01 71 149.41 151.71 15821 172.65 191.97 173.43 72 144.01 14858 154.85 188.54 190.26 168.01 73 138.61 141.44 190.59 168.51 188.73 154.48 74 133.21 136.3$148.45 163.88 187.41 159.83 75 127.84 131.33 142.46 161.36 165.26 155.46 on 4—Joint and Survivor Life Annuity Young.r Mnui~s~t Ago of O~d~r P4IlTT~If Of VOWS YOwig.rTtwi C~or As1nI~u MnuiWfl 0 1 2 3 4 5 6 7 8 9 10 50 1280.54 1282.36 1284.24 1288.16 $288.12 $290.13 ~2.17 $29425 $286.35 1290.4?6300.61 SI 275.91 278.78 280.70 282.07 284.69 286.75 288.85 290.98 283.13 295.31 297.51 52 273.19 275.10 217.01 275.10 281.17 283.28 285.43 281.82 258.83 292.07 294.33 53 289.37 271.34 273.30 275.43 277.55 278.72 281.93 284.17 235.4.5 288.74 291.08 54 265.48 287.47 259.54 271.67 273.85 278.07 219.33 280.64 282.97 285.33 281.71 55 281.45 283.51 255.54 257.81 270.05 272.33 274.95 277.01 279.40 291.83 25421 56 257.34 259.46 261.63 263.86 266.15 258.49 27037 27328 275.75 278.23 280.74 57 253.13 255.30 257.5]258.82 262.16 284.56 257.00 269.48 272.00 274.55 277.12 58 248.52 251.04 253.32 255.67 258.07 260.53 263.03 285.58 268.16 270.77 273.40 59 244.40 24667 249.01 251.42 253.88 256.40 258.97 281.57 294.22 268.90 261.60 80 239.88 242.21 244.60 247.07 249.59 252.17 254.80 251.48 260.19 262.93 285Th 61 235.26 237.64 240.09 242.61 245.20 247.84 250.54 25328 256.06 258.87 281.71 62 ~.54 232.97 235.47 238.06 240.70 243.41 248.17 248.98 251.83 254.71 257.62 83 225.7~22819 230.75 233.40 236.11 238.86 241.71 244.58 247.50 250.46 253.44 64 220.79 223.32 225.94 228.54 231.41 234.25 237.14 240.09 243.08 248.10 249.16 65 215.78 216.35 281,02 223.73 22631 ~.51 232.47 235.49 235.55 241.55 24478 68 210.67 213.30 216.02 218.82 221.71 224.68 237.11 220.73 233.93 237.10 240.31 87 205.48 208.15 210.82 213.78 216.72 219.75 ~.34 235.00 ~.21 23245 235.74 68 20020 202.91 205.73 208.64 211.64 214.73 217.88 221.11 224.38 227.71 231.08 69 194.83 187.59 200.45 203.41 206.47 209.61 212.63 216.12 219,45 222.86 228.30 70 188.39 192.19 195.09 198.10 201.21 204.41 207.68 211,03 214.45 217.92 221.43 71 183.87 186Th 189.66 192.71 195.B7 199.13 202.45 205,86 209.34 212.88 216.47 72 178.28 191.15 154.14 187.24 1go.4S 193.75 197.14 200.81 204.15 207.78 211.41 73 172.63 175.53 178.56 18170 104.96 188.31 191.75 195.28 198.88 202.55 208.27 74 166.94 169.86 ¶72.92 176.10 179.40 182.80 186.29 189.87 193.53 197.26 201.05 75 181.21 164.15 167.23 170.44 173.7B 177.22 180.77 184.40 188.11 191.90 195,75 9 I tIT(’~.1Q4.SW 8~’~ød 6P80N L4I~H~N~+S d 9 ~p:p~~5’~’~g 05/11/98 14:38 6 P S +ANAHEIM NO.848 P007/013 TABLE B DOLLAR AMOUNT REQUIRED TO PURCHASE AN ANNUITY WITH A FIRST MONTHLY PAYMENT OF $1.00 AT AN ASSUMED INVESTMENT RATE OF 3 1/2’/, Options 1,2 and 3 Single Life Annuities Manthly Peymen~Guaranteed _________ Age Nsf’s 60 120 180 240 UnkMefund 50 $233.36 *233.71 $23482 $238.75 $239.65 $240.70 51 222.87 230.25 231.45 233.54 236.72 237.65 52 22620 228.72 ~.01 230.29 233.74 234.54 53 ~.65 223.10 224.51 238.98 230.75 231.36 54 21883 219.41 22063 223.82 227.73 228.12 55 215.11 215.64 217.22 ~.fl 234.70 324.52 56 211.21 211.78 213.57 2167?221.66 321.45 57 20723 207.84 209.79 213.28 218.62 218.02 58 203.15 203.81 205.94 209.76 215.60 214.53 59 198.98 199.70 202.03 20621 212.60 210.96 60 194.73 195.51 198.06 202.84 209.63 207.33 61 190.38 19124 194.04 199.05 206.70 203.83 82 185.25 105.00 189.97 195.47 303.54 199.85 63 161.45 182.50 18526 191.89 201.06 195.99 64 176.69 178.03 191.73 188.35 19837 192.18 65 172.25 173.52 177.57 184.64 195.78 18925 68 167.56 158.85 173.41 161.39 193.31 18424 57 162.81 164.34 16924 178.00 190.97 180.31 68 ‘~58.91 155.70 155.09 174.70 182.78 17525 69 153.16 155.01 160.95 171.49 186.75 172.11 70 148.26 150.30 158.85 ~I —i \~B.10 71 14321 145.57 152.79 . 72 138.33 140.23 146.81 1 .\15~.70 73 133.32 138.10 14491 _____ ~sS.$8 74 128.31 131.39 141.11 179.12 151.45 75 123.30 126.73 137.44 175.10 147,15 Option 4—Joint and Survwor Life Annuity Yaungr Am~uItent Age of Otder Ni~sro1 Vew~Votmger Then Oter Annu~nt Annui~n*0 2 3 4 5 6 7 6 8 10 50 2259.51 *261.02 *262.56 $264.14 $285.75 $257.39 $269.05 $270.72 $272.42 $274.13 $276.84 31 256.50 258.05 255.64 28126 262.92 254.61 255.32 268.06 269.99 271.57 27323 52 253.39 25499 256.83 256.30 250.01 261.75 283.62 26520 267.11 268.92 270.75 53 250.19 251.94 25333 25525 257.01 258.80 280.82 262.47 264.33 25620 288.08 54 246.90 248.59 250.33 252.11 253.92 255.77 357.64 259.54 261.48 283.29 265.23 55 243.51 2452.5 247.04 248.87 250.74 252.64 284.57 256.53 256.51 26030 26230 56 240.02 241.92 243.66 245.54 247.47 249.42 251.41 253.43 255.46 257.52 25935 57 298.43 239.28 240.17 242.11 244.06 246.11 24816 25023 ‘254.44 258.57 59 232.74 234.64 236.59 238.58 240.82 242.70 244.81 246.94 249.10 251.28 253.47 59 228.94 230.89 232.90 23495 237.05 239.19 241.36 243.58 245.78 246.03 250.28 60 235.03 227.04 229.10 291.22 233.38 235.58 237.81 240.08 242.37 244.89 247.00 81 $21.02 223.08 235.20 227.38 225.60 231.87 234.17 236.50 238.85 24125 243.62 62 218.80 219.02 22120 223.43 235.72 ~.05 230.42 322.82 235.24 297.69 240.15 63 212.68 214.85 217.09 21938 231.73 224.13 22836 229.03 231.53 234.05 238.58 64 208.35 210.58 212.87 21523 217.94 220.10 292.61 225.15 227.71 230.31 23391 85 ~92 206.20 208.55 210.91 213.44 215.9?218.55 221.16 223.80 226.48 229.15 55 199.40 201.73 204.13 206.60 209.14 211.74 214.38 217.06 219.78 222.52 225.28 67 194.78 197.16 199.61 202.14 204.74 207.40 210.11 212.87 215.66 218.48 221.31 69 190.06 192.49 195.00 19738 20024 20296 205.74 20537 211.43 214.33 217.24 69 18525 187.72 190.28 192.92 195.54 198.42 20127 204.16 207.10 210.07 213.07 70 180.35 182.57 185.48 188.17 190.95 193.79 196.70 199.66 202.87 205.72 205.70 71 175.35 17792 180.58 183.23 196.18 186.06 192.03 195.06 198.14 201.26 204.41 72 17029 172.99 175.60 178.40 181.28 18424 18727 190.37 193.51 196.70 199.93 73 155.14 187.71 170.53 173.38 176.32 179.34 182.43 185.58 195.60 192.06 195.38 74 159.93 162.60 165.39 16825 17123 174.35 17730 150.72 183.99 187.32 190.69 75 154.67 157.37 160.19 183.13 166.16 189.29 172.49 175.77 179.11 182.51 185.95 10 urrG-i 94-SW MAY 11 ‘98 12:41 713 831 6035 PAGE.07 S~ø9 ~8 £T~9~’:~B6~T’~A~W TABLE C DOLLAR AMOUNT REQUIRED TO PURCHASE AN ANNUITY WITH A FIRST MONTHLY PAYM~MT OP AT AN ASSUMED INVESTMENT RATE OF 41/2% ptions 1.2 and 3—Single Life Annuitie3 MonOW Pa~insn~Guaiv~ed Aqe Nan.60 120 180 240 Unit Rotund 50 $204.42 $204.75 £205.77 £207.48 £209.94 £209.57 51 201.83 202.19 203.30 205.15 207.83 207.29 52 199.16 199.55 20075 202.77 205.68 204.94 53 198.41 196.84 196.14 200.33 203.51 202.52 54 193.58 19405 195.45 197.84 201.30 200.04 55 19067 191.17 192.70 195.30 199.07 197.49 56 187.67 188.21 109.87 ¶92.70 196.83 194.54 57 18458 185.17 188.97 190.07 194.57 192.18 58 101.40 192.04 194.00 187.39 182.31 189.42 59 178.12 178.82 190.97 184.67 190.00 188.59 80 174.75 172.51 177.87 181.92 187.92 183.68 61 171.39 172.12 174.70 179.14 185.80 180.76 02 167.73 168.64 171.48 176.35 183.42 177.73 63 164.09 185.02 16821 ¶73.55 18129 174.53 54 100.36.151.48 164.90 ¶70.78 179.22 171.48 65 158.57 157.79 161.55 187.99 177.22 168.31 66 152.70 154.05 ¶59.10 165.24 175.31 165.04 67 148.76 150.24 154.78 162.54 113.49 161.70 68 144.75 146.38 151.38 159.88 171.78 158.26 89 140.87 142.46 1~7.97 -.r~115cr—I r-~170J19 154.95 70 136.53 138.50 ~I E!~4~I ii”i i~151.45 71 132.31 134.50 16t~8~r”i ,J~~f~J~fl ~147.92 ~U ~UUUL5~ 74 119.38 122.37 131.39 145.90 184.16 13725 75 115.01 110.33 12927 144.02 163.35 133.53 n 4—Joint and Suvvivor Life Annuity Younger Annui~jit Ags at O~Mr Number 0,Yuan Yawiqer Than Older Mnu~mnl Anfluilint 0 1 2 3 a 5 6 7 10 50 $224.40 $225.44 £225.49 $227.57 $228.65 ~.75 £230.88 £23157 $233.08 $234.19 $235.30 51 222.31 223.38 224.48 225.60 ~.73 287.87 228.02 230.17 231.33 232.49 233.65 52 230.13 221.25 222.39 223.55 224.12 225.81 227.11 228.31 229.52 230.72 231.93 53 217.87 219.03 220.22 221.42 222.64 223.88 225.12 226.37 227.63 228.89 230.14 54 215.52 216.73 217.96 219.21 220.48 221.76 ~.06 224.38 225.86 226.97 22327 55 213.08 214.34 215.81 216.91 218.23 219.56 220.91 22226 223.62 224.98 228.33 56 210.55 211.35 213.18 214.53 215.90 217.28 21B.69 220.08 221.49 222.91 224.32 57 207.92 209.27 210.65 212.05 213.47 214,91 216.36 217.82 21929 220.76 ‘22 58 205.19 206.59 208.03 209.48 210.96 212.45 213.96 215.48 217.00 218.52 220.05 59 202.36 203.82 205.30 206.81 206.35 209.90 211.46 213.04 214.82 216.20 217.79 60 199.43 200.94 202.48 204.05 205.54 207.25 208.87 210.51 212.15 213.80 215.44 61 198.39 197,95 199.55 201.18 202.83 204.50 206.19 207.89 209.59 211.20 213.01 62 193.24 194.86 196.51 198.20 199.91 201.65 203.40 205.16 206,94 208.71 210.48 63 180.98 191.65 193.37 195.12 196.90 198.70 200.51 202.34 204.18 206.03 20717 84 186.62 188.35 190.13 191.23 193.77 195.64 197.53 199.42 201.33 20324 205.16 65 183.18 184.94 186.77 183.54 190.55 192.48 194.43 198.40 199.38 200.38 202.35 66 179.59 181.42 183.31 165.24 187.21 189.21 19123 193.27 195.32 197.39 199.44 67 175.91 177.80 179.75 131.74 153.77 185.33 187.93 190.04 192.16 194.30 198.43 68 172.13 174.07 176.07 118.12 100.22 182.35 184.51 186.70 188.90 191.11 193.32 69 188.24 170.24 172.30 174.41 176.56 178.76 190.99 183.25 185.52 197.81 190.10 70 164.24 16030 168.41 170.59 172.80 175.06 177.26 17919 182.C4 194.41 168.78 71 160.14 162.25 164.42 166.65 168.94 171.26 113,63 176.03 118,46 190.90 183.35 72 155.95 158.10 160.33 162.62 154.97 167.36 169.80 172.27 174.77 177.29 119.82 73 151,68 153.88 156.15 156.49 160.90 163.36 165.86 168.40 170.97 173.57 176.18 74 147.29 149.54 151.87 154.27 156.74 159.26 161.03 164.44 167.C6 189.75 172.44 75 142.84 145.13 147.50 149.96 152.48 155.07 157.70 160.38 163.~0 165.84 169.60 11 UITG.194-SW e~D’;e~d GPBON I4I3H~N~~-S d S ~:Pt 86/Tt/~ @5/11/98 14:38 ~P S 4 ANAHEIM NO.848 P008/013 TABLED DOLLAR AMOUNT REQUIRED TO PURCHASE AN ANNUITY WITH A FIRST MONTHLY PAYMENT OF $1.00 AT AN ASSUMED INVESTMENT RATE OF 5% Options 1,2 and 3 -.Single Life Annuities M0nth~y P~yvnenb Guaranteed Age Non.60 120 100 240 Uflil Refund 50 $192.14 $19247 $103.45 $195.06 120994 1196.46 51 189.89 190.25 181.32 193.06 195.52 194.47 52 187.57 187.96 189.12 191.01 193.69 102.45 53 185.18 185.50 186.85 188.91 191.83 190.34 54 182.70 193.16 184.51 196.76 18964 196.17 55 180.14 180,64 182.11 194.55 188.03 185.82 SB 177.50 178.94 179.53 182.30 186.09 193.80 57 174.77 175.35 177.09 180.00 184.14 181.21 58 171.95 172.58 174.47 177.65 152.15 178.81 $9 169.03 109.71 171.79 175.27 180.22 116.29 SO 166,02 166.77 169.04 172.85 179.27 173.70 61 162.81 193.73 166.22 170.40 176.34 111.03 62 159.72 160.62 16335 16763 174.43 168.35 63 156.43 157.42 ioo~‘tss.4s i73.5s 155.57 64 153.56 154.16 157.45 16267 170.74 162.71 65 149.63 150.82 ¶54.44 160.50 168.38 159.78 66 14609 147.42 151.40 158.04 167.30 . 156.56 67 142.49 143.95 14832 15562 165.69 153.53 88 138.82 140.42 14524 153.24 164.18 150.72 69 135.07 13683 142.14 15062 162.77 147.55 70 131.25 133.19 139.04 145.66 161.46 114.44j 71 127.35 129.50 135.95 148.‘..‘1~0j27 ~ ~:u.L~~uuuu~’ 74 115.32 11825 135.94 140,61 157.41 131.31 75 111.23 114.50 124.08 130.90 156.68 121.92 Option 4—Joint and Survivor Ut e Annufly ~Voung.r MflU~ilt A.of Older Nun~cf Yws Yo*ino.r Than Older Mnu~nt Annui~nt 0 1 2 3 4 5 6 7 8 9 10 50 $209.69 1210.56 1211.44 1212.32 1213.22 1214.12 8215.03 9315.93 1216.84 5217.74 5215.54 51 207.94 399.$4 20075 210.89 211.82 21256 213.51 214.48 215.41 21635 217.29 52 206.11 207.05 208.01 208.90 209.96 210.94 211.93 212.92 213.91 214.90 21568 53 204.21 205.19 208.18 207.19 208.21 20924 21028 21131 212.35 213.38 214.40 54 202.21 203.24 20428 205.33 206.40 207.47 205.55 209.63 210.71 211.78 212.56 56 200.14 20121 202,26 200.39 204.50 205.62 206.75 207.98 200.01 210.13 211.25 56 197.97 196.09 200.22 201.37 202.53 20369 204.57 206.05 20722 208.40 209.57 57 195.72 196.98 195.06 109.26 200.46 201.68 202.91 204.14 205.37 206.60 207.32 58 193.37 19458 195.81 197.05 196.32 199.59 200.86 202.15 203.43 204.71 205.99 59 190.82 192.18 193.46 194.76 196.07 197.40 190.72 200.07 201.41 202.75 204.08 60 188.36 188.68 191.01 192.37 193.74 186.12 196.51 19761 169.30 200.70 202,09 61 185.71 187.08 108.47 189.88 191.31 192.75 19420 195,65 197.11 199.56 200.01 62 182.95 184.37 195.82 10726 188.78 19028 191.79 183.31 194.53 196.34 197.55 63 180.09 181.58 193.Q7 184.60 186.15 197,71 18928 190.87 192.45 164.03 195.61 94 177.12 179.65 18021 181.50 183.41 185.04 186.68 188.33 189.99 191,62 19327 65 174.04 175.63 17725 175.90 150.57 18226 18367 185.89 107.40 199.12 190.93 66 170.35 172.50 174.18 175.99 177.52 178.38 181.16 182.94 184,73 186.52 185.30 67 167.57 16627 171.00 172.77 174.57 176.40 178.24 150.10 101.96 183.82 185.68 68 154.18 16562 187.72 169.55 171.41 173.30 17521 177.14 179.08 181.01 182.95 69 180.67 162.48 164.33 166.32 169.14 170.10 172.05 174.08 176.09 175.10 100.11 70 157.06 158.82 160.83 162.78 164.77 166.79 168.84 170.91 173.00 175.00 177.18 71 15334 155.25 157.32 159.23 161.29 163.38 185.50 167.64 16960 171.96 174.13 72 149.51 151.48 153.51 155.58 157.70 159.86 162.05 164.28 169.49 168.74 170.95 73 145.59 147.61 149.68 151.83 154.01 ¶5624 169.49 160.78 163.09 165.40 167.72 74 141.58 143.65 145.78 147.97 15022 152.51 154.84 157.19 159.57 181.97 164.37 75 137.49 139.59 141.77 144.02 148.33 148.68 151,08 153.51 ¶55.96 158.43 160.81 12 UITG-194-SW MAY 11 ‘98 12:42 713 831 6035 PAGE.08 85/11/98 14:43 8 P S +ANAHEIM NO.849 PØC~/Ø@B :40 ie~ei6 ei~s!suoUdO ISOJOWI peXi~094 J9~Ufl l!4aUe~04j :sMOflQJ se ‘suo~id~4~0UflS0A1fl e~qeUe~ eu~pvc suoI~d~iseie~ui pexy eqi ~epun si4eueq 091 40 wns 094 S!;ijOueq I4eop 091 ,OL ebe eio4eq S0!~di~qJ~d et~~I (~) U0!ldO ei.uo~uI Aiinuu~ue jepur,pes~dde ueeq se~1~’4I en,e~uo~~e~nuin~y 014 je uoq~od Aue Aq pe~npe~ie1pJn~pvc s~e~eip •94!M ioud Aue ~o ~unowe alp .~q peonpai S1U0LW~0d OsVIpifld 40 %OOI (q)ic qeep 40 4ooid OAIO3OJ e~04~~044 U0 4Ufl000~ ~0111 40 enre~~U0U0~flWfl33~ 094 (e)40 ie~ej8 eip ~l ~ijeueq tacap 014 Ø~06~i04J~.10 U0 S9!p 1Ued~Jcd e~a ii (ii e~qeAed S!MO~0~ (~)~o (~)Ui pequ~sep 1!JOUOq 11100p e 00U0d ‘eiji 6uunp Se!P $ued~Ied 41 ~0U0~uo;e~nwn~oy 5uun~pea~(a) 0U0i~!Ao.Id Iu~wA.d 94000 tiros~OA!I P0~X0 01 IOU poued a ie~o suewposui UI ~o wni dwni a ui A~uo epew eq i,uu o~e~se JO ZSfl.U ~SI 4~’O L1~~40U0Q a a~~U0WAEd ~Je~3~eueg se ems;io zsiuj (~) s!Ip japun sai’Amt~qeuog a ~s446u et~OS,3JOXO ic1o~emde~A~w Ajaiotjeue~i~ons tpa;~~aquo~s~p jopun e~qehed s~eueq 144E0P 0111 UI SISOJOWI O6’~U83J0d o4eJad.s ~se~at~ijeue~ejow io o.’&~e4eu6~sop hew ;ued~iua~eu~.~a~dqjn~irg siseq ai~uo siuowa(vd anew pvc MSI61D.Ufl ~siq pe~p ~jeI3!4aua~094 ~,atp ewnsce hIM °M ‘JeSas!p UOUIWO3 a U!4~~!4 POIP 4~ei~t~eue~ a ~;094 J09104M 0UiUU040~ 40UU~ep~41 UOISIAOJd 94~0Q snoeua~,nwis (p) ~e4e4se 109 JO ~!9 01 ‘eUOU j~JO ~tIVI5!49U09 J09 JO ~~11 04 s~vd hIM ISOJOW!S,Av!3140U0g 4~1P luadi -~!ued 091 JeI~e SOIP itxe!3!jeueg hue ~i (c) elesse s.4Ued!3~Ued 0144 04 pied eq hIM s~jeueq t~vep ~vcd,~,sje~0114 SOA2AJflS AJeI3i4eue9 OIl 4J (~) Q~adSOJ c,I~JE!0!40u09 &UIAIMAS 0144 04 6uip~o~e h1e090u09 J9140 hue o~sscd hI!M 4S0W$U!S Vl~!4UU0~4~91 ei~o~aoud se~p hivlD~jeuog Ave 41 (i) :uoiseu6,sop AJaI~IJOUa~alp ~n pep,i~oid 051*101410 SSGIUfl M01314eue8 04 S4UOWASd ~0~J0~0J Si ssenbei 014 0JOJ0~Sfl Aq ua~a;uoq~c io apaw 4u0wAvd hue o;pelqns eq p*e6ueip 014j e6i~e~p 204 4senbej UB4UM 011440 B4E~01440 Se OA 410 peiueep eq pi~eSucip 044 ‘PPJ~OJ ~i a6ueip 0145 J9]4V ‘JOAOMOH •e6~Jv4D 014 ~O~J000J •A014 OM UOI4M ~a~e 0~04 1pM e6uvip 044 •e~44O SWOH J~O 02 4SeflbOJ UOJM ~6uipues Aq opaw eq hew a6uatp euj uoqeu6isep 091 o6ua~p 01 pvc ~c~e~eue~a esvu&isep 04 IU5U 0145 saii 09S Jo 014 0WU0441 SU0d1 owe~ous 6uun~~J~I~4J9U~9 80 uo~*eu6isi~ •%pflØp S$UedP!1lad eip uodn •;qehvd ~jouoq hue oNeooJ 05 Se4~U6lS0p 4ued~JeC4 044 A114U0 Jo uosjed 094 ~AA~40U09 ~AJv!~Jeue9 ~o uoq~uqe~(~) aa~i.p~~ou.~~p PCLIQd POWUS!S0Q 0 J04 Sue whed —s uoq OOI$IOiN~ViIAVd A~HLNOVJ 1S~L~I V UIM AUflNNV NV ~SVH3Ufld 01 O3UIflO31~INflOWY UVT100 Cl B (~) (q) (0) Ajinuua buiutewei 014140 ~u.wAad wns dujn~a e~ew hew OM 00 IS U014 ssei ~!eehed Ave 04 5UeWa~ad ~e4eJ fPflUUW 014 OUJU hue 40 41 s~uowAad IUOVIbOJ4 S$0~0)~VW 04 496u 044 GAJGSOJ °M 9~09 ~$U0141 5501 05 lUflowa PIflOM slUawAed IIOflS 41 A191U0w 0p2u~sq fl!M IOV4UOQ 5114 jepun S4uOwAed AWIUUV Sw~W~0d 40 A~ueflbsJd c~5~icooi LI i~ LL€~ I~PPflfl~Th :~PLLtI • P1 Q84IZ 0L~I CI It2I~S~9CL~I ~L iw~oz e~L9~II II, 0p.oO~tz 90~01 01 £IP61 LGPG S L6.aL .arse e CP191 6GSL L ESPLI 5099 9 6LL915 81 ~cc $S &v.wAed 40 SIOOA wawAed ho SJVSA MAY 11 ‘98 12:46 713 831 6035 PA6E.06 05/11./SB 14:39 ~P S 9 ~4~HEIM NO.848 P009/013 (a)the Fixed Interest Option Values on the date We receive proof of death;or (b)100%of Purchase Payments aUo cated to the Fixed Interest Options reduced by the amount of any prior withdrawals or transfers from Fixed Interest Options and further reduced by any portion of the Accumulation Value that has bean applied under an Annuity Income Option. The benefit under the Variable Investment Options is the greater of: (a)the Variable Investment Option Values on the date We receive proof of death.or (b)100%of Purchase Payments ailo. cated to Variable Investment Options reduced by the amount of any prior withdrawals or b’anster5 from the Variable Investment Options,plus interest at an annuai rate of 3%.For this purpose.all amounts fransf erred iiflp Variable h’ivesln’ient Options are considered Purchase Payments allo cated to Variable Investment Options. Subject to Section 5.03.the death benefit is payable at any time the Paithpant’s Bane. ficiary selects arid in any farm the Participant could have selected under this Contract (b)Death During Annuity Peñod If the Pajtc ipant dies during the Am~iiity Period,the amount of the death benefit,if any,will be based on the terms of the Annuity Income Option.Unless the Participant elected the Fourth Option,the Beneficiary may elect to receive the death benefit in one at the following forms: (1)Continuing annuity payments under the terms of the Participanrs Annuity Income Option with the rlght.for Variable Annuities only,to receive the remaining payments in a lump sum at any time thereafter; (2)Alump sum;or (3)Annuity payments under another Annuity Income Option,based on the avallabte lump sum and subject to the limitations of Section 5.03. The lump sum available under these alter. natives is the present value of remaining pay merits,discounted at the Assumed Investment Rate,and based on the current Annuity Unit Value for (2)and (3),or the value next determined after receipt of the request at VALICs Home Office for (1). (c)Investment Options and Other Rights Until thi death benefits have been fully paid,the Participant’s Beneficiary will be entitled to exercise all the Investment Options and other nghts the Panicipant can exercise under this Contract Unpaid death benefits that have not been applied under an Annuity Income Option will have an Accumulation Value determined in the same manner as the Participant’s Accumulation Value. (d)Pmnf nf fleath~Proof of death may be made by sending VAUC a certified copy of the “copy,9f a decree asta attending or any other proof satisfactory to VAUC. UITG-1 94-SW 14 FlAY 11 ‘98 12:42 713 831 6835 PAGE.89 s~e9 I~B £I~9~:~I 8G~IT A~1 Section 5-CODE REQUIREMENTS AND RETiREMENT PLAN PROVISIONS 01 Salary Reduction Purchase Paymenta -It the Participants Purchase Payments are made under a voluntary salary reduction agreement as pall of a Tax-Deterred Annuity arrangement under Section 403(b)of the Code,i)there may not be a separate Plan document,in which case the Contract is the Plan,and ii)in either case the following restrictions apply (a)Umit on Purchase Paymont~A Participants salary reduction Purchase Payments may not exceed the limits of Section 402(g)at the Code.We reserve the right to refund excess Purchase Payments. (b)Withdrawal Restrictions The Participants Accumulation Value amibutabte to salary reduction Purchase Payments cannot be with. drawn or otherwise disthbuted before the Participant is 59 1/2 years old,unless t(~e~\~Jj Participant (1)has separated~fr~J~~J with the employer ~ng~’P(an,(2) ~(3)becomes Th~bfed (so.Section 4.06(c)),cc (4)has incurred a hardship (hardship withdrawals are not available for earnings on salary reduction purchase payments).This limitation will b applied in a manner consistent with the requirements of Section 403(b)(1 1)of the Code.Equivalent withdrawal restrictions apply teeny portion of the Accumulation Value that is attributable to Purchase Payments representing amounts directly transferred from a custodial account under Section 403(b)(7)of the Cod.. 5.02 Minimum 0i~tributions After Age 70 1/2 (a)General Rules The Participants benefits under the Contract must satisfy mmimum distribution rules of the applicable section of the Code and regulations issued by the Secretary of the Treasury under the applicable section.These minimum distribution rules generally require that benefits begin after the Participant is 70 1/2 years old and that the minimum amount is paid each year.Payments may be made in the tcmi of annual withdrawals or under an Annuity income Option. Code Sections which apply are:(i)Section 401(a)(9)for contracts issued for a Plan intended to meet Sections 401(a)and/or 403(a),(ii)Section 403(b)(10)for Section 403(b)contracts,and (iii)Section 457(d)for deterred compensation plans under Section 457. (0)Minimum Annual Withdrawals.The minimum withdrawal is set each year based on the Accumulation Value and the life expectancy of the Participant and the Participants Beneficiary.The Participant may elect to have life expectancies computed for each years distribution,or to use the life expectancies computed at the first distribution (reduced by one year for each annual withdrawal)for all later distributions,If the Participants Beneficiary is not the Participants spouse, the annual withdrawal must meet the minimum , distribution incidental benefit requirements. (c)Annuity Income Option If the Participant elects payments under an Annuity Income Option,the guaranteed or expected period of payments under the Annuity Income Option may not exceed the Participant’s life expectancy and that of the Participant’s Sen. ficiary at the Annuity Date,or a shorter period it the Participants Beneficiary is nøt the Participant’s spouse. (d)403(b)Exception to General Rule.Any amount added to the Contract which was initially within a Section 403(b)contract prior to January 1,1987 and continually since then, may either b paid in a manner which meats these rules or must (1)begin to be paid when the Paitcipant is age 75;and (2)the present value of payments expected to be made to the Participant,over rile,under the option chosen must exceed 50%of the present value of all payments expected to be made Cthe 50% rulV).Notwithstanding,the Paiti~pants entire Section 403(b)Contract balance must meat the minimum distribution incidental benefit requirement of Section 403(b)(10). 5.03 MInimum Death Benefit DistributIons (a)General Rules The death benefit,if any,pay able to the Participants Beneficiary must also satisfy the rules of Section 401 (a)(9)(B), Section 403(b)(10)or Section 457(d), witichever may be applicable,and the regulations issued under such sections by the Secretary of the Treasury.The past-death rules of these sections limit the extent to which a Beneficiary may delay payment of death benefits.The Participant’s Beneficiary may satisfy those rules by receiving a lump UITG.I 94-SW 15 8~/~ø8d 6P8’ON WI~H~N~4-S d ~£P:PT 86/tI’~O 05/11/98 14:39 G P S 4 ANAHEIM NO.848 P010/013 sum,annual withdrawals,or payments under an Annuity Income Option. (b)Death Before Distributions Begin If the Partic ipant dies before payments under an Annuity Income Option (or post-age 70 112 withdrawals)have begun,the Participanrs Beneficiary must either receive the whole benefit by the end of the fifth year following the year of The Participant’s death or receive the benefit in installment payments over his or her life or life expectancy if payments begin by the calendar year following the year of the Participanra death.The Participants spouse beneficiary may delay distributions until the Participant would have reached age 70 112. (c)Death After Distributions Begrt If the Panic. ipant dies alter payments under an Annuity Income Option (or post-age 70 112 with drawals)have begun,the death benefit must be paid at least as fast as under the method the Participant selected. 5.04 DIrect RolIover~-If any benefit payable under this Contract constitutes an ‘eligible rollover distribution’ within the meaning of Section 402 of the Code,the Participant has the right to elect to have such disth bution paid directly to en ‘eligible retirement plan’in a transaction designated under the Code as a ‘direct rollover.’Before any eligible rollover disth bution is made to the Pwtcipant.we will provide the Paiticipant with a written explanation Of the Participants tight to make a direct rollover and the tax consequences of making or not making a direct rollover.No surrender,withdrawal,or other benefit distribution that constitutes an eligible rollover disthbution will be made to the Participant under this Contract,unless the Code’s requirements applicable to eligible rollover distributions have been satisfied.Except f or eligible rollover distributions,We reserve the right to make payments onPy to the Participant or the Participants Bane!iclary, 5.05 Plan Provisions -The Plan,including certain Plan provisions required by the Employee Retirement Income Security Act of 1974 (ERISA)or other applicable law.may limit the Participants rights under this Contract The Plan provisions may: (a)Limit the Participants tight to make Purchase Payments: (b)Rosln~t the tune when the Participant may elect to receive payments under this Conlract (c)Require the consent of the Participants spouse before the Participant may elect to receive payments under this Contract; (d)Require that all distributions be made in the form of a joint and survivor annuity for the Participant and the Participant’s spouse, unless both consent to a different form of distribution; (e)Require that the Participant’s spouse be designated as Beneficiary; (f)Require that the Participant remain employed with the Contract Owner før a specified period of time before the Participants rights under the Contract become fully vested:or (g)Otherwise restrict the Participants exercise of rights under the Contract or give the Contract Owner (or a Plan representative)the tight to exercise ceitsin rights on the Paitcipants behalf. No such Plan provision shall limit a Participants ~rn~eConVact of s ViSI~.(‘~L ~$~ói~Hh~lf 4(~YJ such Plan provision nIdr~’Y~l~L8b~!g1bàk.under this Contract. 5.06 Nanquallried Deferred CompensatIon Plans If the Contract has been issued for a nonqualified and unfunded deferred compensation plan,the Contract Owner possesses all rights under the Contract.No Participant or Beneficiary will have any enforceable right to make elections under this Contract or to receive benefits from VAUC.The Contract Owner may direct that all benefit payments be made to the Contract Owner,or the Contract Owner may authorize VAUC to make benefit payments directly to Participants and Beneficiaries as the Contract Owners payment agent under the Plan.The Contract Owner may also authorize VAUC to follow Participant requests with regard to the allocation of Purchase Payments among Investment Options, transfers among Investment Options,and other .rights provided by this Contract If the Contract Owner authorizes VAUC to act as payment agent under the Plan or to follow Participant requests,the Contract Owner may revoke or modity that authorization at any time without prior notice to Participants. UITG-1 94-SW 16 MAY 11 ‘98 12:42 713 831 6035 PAGE.10 eg.3~d sees i~B ~tL ,~t’:~T 86~tt A~N Section 6-GENERAL PROVISIONS .01 Participant Ceitificates -We will issue certificates to each Participant unless this Contract is issued with respect to a nonqualifled and unfunded deferred compensation plan.Each certificate will sat torth the benefits to Which the Participant is entitled under thø Contract.C&tificaths are not a part at this Contract. 6.02 Assignment.This Contract cannot be sold, assigned,discounted,or pledged as collateral for a loan or as security for the performance of an obligation.The benefits,values,and rights under this Contact are not subject to any creditor claims to th.fullest extent permitted by law.This Contract and its rights cannot be transferred to anyone other than Us,except as provided under the Plan or under a domestic relations order properly issued by a court at competent jurisdiction and that complies with ERISA.if applicable.To the extent pennitted by the Code and applicable law,We will make a Cash Surrender or Withdrawal payable to a third palty upon the Participanrs request In addition,upon at least 30 days written notice to the Contract Owner,we may make other changes to this Contract that will apply only to individuals who become Participants after the effective date of such change.Aft changes We make will be subject to any applicable regulatory requirements. 6.06 Future Participants -We may at our discretion curtail or prohibit new Participants under this Contract upon written notice to the Contract Owner. 6.07 Reports -We will send the Participant a Separate Account financial report twice each year if the Participant has values in any Variable Investment Option. We will send to the Participant.at least annually,a statement thawing the dollar value of all investment options,investment performance since the prior statement,and as applicable,the number and value of any Variable Accumulation Units credited to the ulrG.194..sw Participanrs Account All statements will be mailed within two months of the date of the information. 6.08 Voting Rights -We will hold the voting rights on all shares held in the Separate Account.To the extent of this Contract1s participation in the Separate Account through one or more Variable Investment Options,We will vote those shares as instructed. The Participant,or the Eeneficlary,if the Participant has died,will have the voting instruction rights prior to the Annuity Date.The annuity payee will have the voting instruction rights on and after the Annuity Date. received. 6.12 Substitution of investment Fund Shares -It shares of a particular Investment Fund are not available or if,in the judgment of VALIC,such shares are no longer appropriate for a Variable Invesunent Option,shares of another Investment Fund may be substituted t~r the Investment Fund shares already held under the Variable Investment Option arid for those to be purchased by future Purchase Payments or transfers under this Contract. In the event any substitution occurs.VALIC will notify the Contract Owner within five days. 6.13 Minimum aenetit -The paid up annuity,cash surrender or death payment available under this Contract will not be less than the minimum benefits required by any statute of the state in which the Contract is delivered. 6.09 Suapension of Payments -VALJC reserves the right to suspend payments under the Separate Account for any period when:(a)the Now York Stock Exchange is dosed (other than customasy weekend and holiday closings);(b)When trading on the Exchange is restricted;(c)when an emergency prevents disposal of securities Mid in the Separate Account or it is not reasonably practicable to determine the value of the Separate Accounts net 6.03 Vesting-Except as may be provided in the Plan,assets;or (d)during any other period when the the Partictpant~s rights under this Contact are fully Securities and Exchange Commission,by order,so vested and nonforfeitable.Separate Account A holds permits for the protection of security holders. all assets for Variable Investment Options for the 6.10 Deferral of Cash Sunender or Withdrawal - exclusiv•benefit of Participants.Beneficiaries,and VAUC may defer payment of any surrender of other holders of annuity contracts.amounts accumulated in Fixed Interest Options. 04 Written Notices to Us .Except as specifically Deferral shall not exceed six months from the receipt provided otherwise,any Notice of change,election,Of written notice at the Home Office.Interest shall be choice,option or other exercise of right given under p~d if payment is deferred $or thirty days or more at the Contract must be in writing on a form provided by a rate as determined by VAUC. Us,or on a form and in a manner acceptable to Us.6.11 Proof of Survival .We reserve th.right to require Such Notice will be effective when it is received in satisfactory proof that the Participant and any payee Our Home Office.is alive on the date any benefit payment is due.It 6.05 Change ol Contract,-We may ~J~f~90t is not received after requested in writing, to the extant it is required or deer4~’a~4~4~o1~nj I ‘i I:’O1w111 have the right to make reduced payments so in order to conform the Contrac ~~i~ati~.i&W.’—’CJ \_oP ‘to...*ithhold payments entirely until such proof is 17 8@e/800d 6P8 ‘ON WI~H~N~4 S d ~£p:tit B6/tt’ø 05/11/98 14:39 6 P S +ANAHEIM NO.848 P011/013 6.14 Separate Aceount -That portion of the assets of the Separate Account equal to the reserves and other contract liabilities with respect to the Separate Account shall not be chargeable with liabilities arising out of any other business We may conduct. Income,gains and losses,whether or not rqaliz~d,ir—~,~ from assets allocable to the Separate Acco~ç~e.-’I ~‘1 credited to or charged against such account ~L.b t~ regard to Our other income,gains or tosses. - UITG-1 94-SW 18 MAY 11 ‘98 12:42 713 831 6035 PAGE.11 05/11/98 14:39 G P S ~ANAHEIM NO.848 P012/013 THE VARIABLE ANNUITY LIFE INSURANCE COMPANY ?O.Box 3206,Houston,Texas 77253 NOTICE OF COMPLAINT PROCEDURE COMPLAINT NOTICE:Should any dispute arise about your premi urn or about a claim that you have filed,contact your agent,write or contact VALIC at 1.80044-VAJJC. California law requires you to give VALJC the opportunity to resolve the dispute.Then, if we foil to produce a satisfactory solution to th~fl~ybIem.you may also contact the Department of Insurance,Cön.sthize~~14i~qn,300 South Spring Street.Los U :~‘L L~ Angeles,California 90013.fize telephone number is 1-800-927-435?This notice of complaint procedure is for information only and does not become a part or condition of this Contract or Certificate. VASI~?REv7II nAY 11 ‘98 12:43 713 831 6035 PAGE.12 05/11/98 14:39 S P S 4 ANAHEIM NO.848 P013/013 CALIFCRNIA LIFE AND HEALTH INSURANCE GUARANTEE ASSOCIATION ACT . SUMMARY DOCUMENT AND DISCLAIMER Residents of California who purchase life and health insurance and annuities should know that the insurance companies licensed in this state to write these types of insurance are members of the California Life and health insurance Guarantee ~rcuiia&~.m.purpose of tius Association is to assure that paficyholders will be protected,within limits,in the unlikely event that a member insurer becomes financially unable to meet its obligations.It this should happen,the Guarantee Associa~on will assess its other member insurance companies for the money to pay the claims of insured persons who live in this state and,in some cases,to keep coverage in force.The valuable extra protection provided through the Association is not unlimited,as noted in the box below,and is not a substitute for consumers care in selecting insurers. The California Life end Health Insurance Guarantee Association may not provide coverage for this policy.If coverage is provided it may be subject to substantial limitations or ezclusions, and require continued residency in California.You should not rely on coverage by the Association in selecting an Insurance company or in selecting an Insurance policy. Coverage is NOT provided for your policy or any portion of it that is not guaranteed by the insurer or for which you have assumed the nsk,such as a variable contract sold by proepectus~ Insurance companies or their agents are required by law to give or send you this notice. HOWEVER,INSURANCE COMPANIES AND THEiR AGENTS ARE PROHIBITED BY LAW FROM USING THE EXISTENCE OF THE GUARANTEE ASSOCIATiON TO INDUCE YOU TO PURCHASE ANY KIND OF INSURANCE POUCY. Policyholders with additional questions should first contact their insurer or agent or may then contact: California Life ~ Ociation P.O.Box 70069 Los Angeles,CA 90070 or Allegra Willison,Staff Counsel California Depwtinent of Insurance 45 Fremont Street,24th Floor San Francisco,CA M105 The state law that provides tar this safety-net coverage is called the California Life and Health Guarantee Association Act.On the back of this page is a brief summa,y of this lawe eoverages.exclusions and hmits. This summary does not cover all provisions of the law;nor does it in any way change anyone’s righte or obligations under the Actor the rights or obligations of the Association. (please turn Over) OCI5~a2 NPY 11 ‘98 12:43 713 831 6035 PAGE.13 ! *A~Ai~ca~Cc,~rai ~am~n~ *See Addendum AD~NISTRATIVE SERVICES AGREEMENT This Agreement is made and entered into by and ~County Sanitation flistrirtc* (the ~Employcr”)and The Variable Annuity Life Insurance Company (VALIC’).a Texas corporation. on this ____________ day of .19 98 ARTICLE I -PURPOSE The Employer maintains a deferred compensation plan (the han”).In the interest of economy and cfticicncy.the Employer deems it desirable to contract for administrativc services pertaining to accounting for defcrsals.disburse. ments of funds,proper reporting to participants and the Internal Revenue Service,and withholding of taxes,if appUca ble.Therefore,the Employer designates VAUC its agent to perform the services outlined in this agreement and deposit income tax amounts as required by law.VALIC’s undertaking to provide administrative services hercunder is limited to those amounts of deferred compensation under the Plan that the Employer has invcstcd in annuity ContraCtS issued by VALIC. ARTICLE II-DEFINITIONS • ~used in this agreement,the following definitions shall apply unless the context indicates otherwise: 2.1 Agent -The Vanable Annuity Life Insurance Company (“VALIC”). 2.2 Annuity Contract —Thc group or individual annuity contract between the Employer and VALIC. 2.3 Employer—County Sanitation Districts of Orange County,California Emp~o,c,N.mc Post Office Box 8127,Fountain Valley,CA 92728-8127 Notices to the Employer shall be sent to the attention of.the Board.Secretary. 2.4 Participant —An employee or independent contractor of the Employer electing to parocapate in inc nan. 2.5 Plan—The County Sanitation Districts of Orange County DcfcrrcdCompensationPlan. (check one below):- a.X a 457(b)or ‘eligible”defcxTcd compensation plan described under section 457 of the Internal Revenue Code of 1986,as amended. b._a 457(f)or “ineligible”deferred compensation plan sponsored by a tax exempt Or governmental organization. C. ____ ft non-qualified (top hat)deferred compensation plan sponsored by a forprofft organization. ARTICLE III -RESPONSIBILi n~S OF EMPLOYER 3.1 The Employer shall complete and sign all forms necessary for VALIC’s appointment as agent with the Internal Revenue Service,or where applicable,those (onus that release VALIC of said appointment.. 3.2 The Employer shall notify VALIC in writing of all Participant information requested by VALIC.including. but not Limited to.age.social security number and beneficiary information. 3.3 The Employer shall dircet VALIC to make benefit payments under the Plan in accordance with the annuity option specified by the Employer and .chall supply VAUC with the amount of the accourn to be distributed. 3.4 The Employer shall be responsible for approval of all requests for unforcsccab)c emergency withdrawalS under the Plan and direct VALICto make approved disbursements in amounts specified by the Employer. paJwpvp,~t~4 V,~i3 VU £9~ EXHIBiT “B” ~AVALIC *Au Auwq.c~øi G~uuat ~ ARTICLE IV -VALIC RESPONSIBILITIES 4.1 VAUC shall furnish a Notice of Receipt of Premium to Employer within 7 days of receiving funds. 4.2 VAUC shall furnish quarterly confirmation statements of accounts showing activity for the pcriod and the total value of each Participant’s account(s)to (check one below): a.X Parricipants;or *See Addendum Section 5.0. b. _________ the Employer. 43 VALIC shall compute and deduct income taxes required by law to bc withheld for all distributions. (chcck one below): a.X Yes.This opth~n is only available (fyou checked 2.5(a).(proceed to 4.4) b._________No (proceed 10 Article VI) c. ________ Only for Required Distributions (complete 4.6 and proceed to Ankle VII) 4.4 VALIC shall issue the disburscmcnts in accordance with the provisions of the Annuity Contract and the Plan at the direction of and in amounts specified by the Employer.Such disbursementa shall be made payable and mailed to perticipanrs.This does not apply ~f 4.3(b)was checked. 4.5 Disbursements shall be made from the account maintained by VALIC on behalf of the Employer in accor dance with the terms of the Annuity Contract and the Plan,provided.however,that if the Employer terminates thc Annuity Contract,VALIC shall be obligated to make disbursements only to the extent that funds are still available in the account of the Employer. 4.6 VALIC shall compute and deduct income taxes required by law to be withheld from distributions from the Plan as may be spccdied below by the Employer.A report of such withheld taxes will be forwarded by VALICro the internal Revenue Service within the time prescribed by law.This only applies ifyou checked 2.5(a). ~X Federal income taxes (Specify one only): wage bracket method for all distributions. _______flat 28%rare for all distributions. wage bracket method for required di.rbibutions only. X flat 28%rate for required diWibutions only. b.X Stare income taxes (Specify one only): wage bracket method for all distributions. _______current percentage rate specified by state law for all distributions. wage bracket method for required disUibutions only. _________current percentage rate specified by state law for required dLwibwions only. Employer agrees to furnish VALIC a properly completed Withholding Allowance Certificate (Form W-4)for each Participant receiving a disbursement subject i.o the wage bracket method of withholding.VAUC will not withhold Federal income tax for any employee who claims an exemption from withholding on Form W-4 by indicating no tax liability for the preceding year and none expected for the current year. 2 EXHIBIT ‘TB” 4.7 VALIC shall furnish to each Participant tax reporting form(s)required by thc applicable taxing authority including a statement of gross amounts paid to the Participant and the amount of federal,state and local income tax withheld by VAI..IC,if any. 4.8 VALIC ~hal2 furnish to the Employer,if applicable,annual and semi-annual reports for The Variablc Annuity Life Insurance Company Separate Account(s)for distribution to Participants. 4.9 VALIC shall establish and maintain records of notifications from Employcr concerning Participants who are to receive disbursements,gross payments unde~’~~greemcnc,amounts of federal,stare and local income withheld by VALIC on behalf of the Employer and reports of such income and deposits filed with the appropriate goven~mental agencies by VAL.IC on behalf of the Employer. 5.0 Tax Law 5.1 Terni This Agreement shall become effective immediately upon caccution arid shall remain in force until ter minated by either party as provided below. 5.2 Termination This Agreement may be terminated by cithcr party upon sixty (60)days written notice to the other party of the intent to terminate.Upon any such termination.Agent shall deliver to the Employer all records and reports required by this Agreement. 5.3 lnfomiarion VALIC relies on the information provided to it by the Employer or participant,and VAL.IC will not be responsible for claims resulting from the use by VALIC of any incormcr or misleading information provided to it by the Employer or participant. 5.4 Assi~nmcnt This Agreement may not be assigned without the written consent of the other party. 5.5 Amendment The parties may amend this Agreement only in writing.Any such amendment must be approved by the President or a Vicc President of Agent and a person authorized to act on behalf of Employer. 5.6 Notice Any notice provided for herein shall be in writing and shall be deemed to have been given when received by personal delivery or United States mail addressed to the Employer at the address given in section 2.3 or to VALIC at the address below: Customer Service The Variable Annuity Life Insurance Company 2929 Allen Parkway Houston,TX 77019 5.7 Governing Law The laws of the stare of.C~l 1~?~~Pg1o~qem the rights and obligations of the parties under this Agreement. 5.8 EntireAgreement ~ =ya~s.=~me ~~peri~a~al~piew~i~c~~~e ~See Addendum. 5.9 No Cost to Ernolover The services rendered by VALIC pursuant to this Agreement shall be p~forrncd with out additional cost to the Employer other than administrative and sales charges provided for in the Annuity Contract. 6.0 ~ployer Consolidation See Addendum. 141 3 ~-7t~’V~59% EXHIB~~“B” MAY—14-99 11.49 PROMtOCSO...HUMAN RESOURCES 10.7149920427 PACE ! fl~WITNESS WHEREOF,the patties have caused this Agreement to be executed to be effective as of the date hereinabove. This Agreement is subject to the Addendum to EZ~il’LOYER.: Admininrative Services Agreement,attached hereto and incorporated herein by reference.COUNTY SANITATION DISTRICT NO.1 OF ORANGE COUNTY,CALIFORNIA,FORITSELF AND ONBERALF OF COUNTYSAN1TATIONDJSTRICTSNOS.2,3,5,6,7,11,13 AND 14 OF ORANGE COUNTY,CALIFORNIA.D~TI~ CAPACITIES AS TRUSTEES lay Donald F.McIntyre, General Manager HOME OFFICE: IBE VARIABLE ANNUITY LIFE INSDRANCE COMPANY ARTICLE VT-EMPLOYER NOTICE OF WITHHOLDING (S~gen~rcreqiire4 ‘item 4Jb w~p’~L~cn~d Notice is bei~by given by the Eniployer that nfl d~inxeenents under rise above referenced Plan ~IseU be mk$e by VALICIO Einpioyas in ~dm~e with the aiintnry ons)~t~4 intt,between VAL1C and the EmpIo~13D6er the ~1Jfl in v~~~E.trapo~’er ~in to VALIC.VALIC in heteby s”~ the r~onsibl]izy.if fly.o(wirbbolding fed~aI and•s~~ree tax~from all &biwsem~ncs ~e to Employer w~erthc ~mf2~d Plan. EMPLOY~ N By. — ARTICLE VI!-EMPLOYER NOTICE OF WnfflOLDING (~narzri’erajred ~f~ienz 43c was seleced) •Notice Is hereby given by the Employer that aD disbursecuents ua~the above r f~enz~d Plan sbell be ma~by VALIC to Employer in accced~nce with the a~ay coiw~cr(s)embed into between VALIC and the Employer un~ the Plun suth amounts and at snth tiu~s ~p)Ø~Pe~$~O~n wm~to VALTC.VALIC ~hereby released from the is poz~ibility,11 any.~withho1ding federal and ~te income axen from in-service and ~up~mn lerzlliIlañOcl ditbw~entmns made to ~np3oyer under the above referei~ed Plan.VALIC thafl be renpo~ble for withholding fed neal and ~te mceme tax~from required d~Thutioa3 ~oudined in s~on 4.5 oS the agLwnP.It~ EMPLOYER: .- 3y - 4 EXHIBIT “B”~~iisy98 11 Addendum to Administrative Services Agreementfor County Sanitation Districts of Orange County The foregoing Administrative Services Agreement is subject to this Addendum, which forms a part thereof. 1.The Administrative Services Agreement is made and entered into by and between County Sanitation District No.I of Orange County,California,for itself and on behalf of County Sanitation Districts Nos.2,3,5,6,7,11,13 and 14 of Orange County, California (Employer),in their capacities as trustees of the Employer-sponsored Internal Revenue Code Section 457 deferred compensation plan,as amended from time to time,and The Variable Annuity Life Insurance Company (TMVALIC),a Texas corporation,on this ____________ day of . 1998. 2.The following language is herebyadded as Section 5.0 of the Administrative Services Agreement: ~5•~Tax Law Compliance It is the intention of the parties that the Plan be administered in compliance with all tax laws,rules and regulations pertaining to Internal Revenue Code Section 457 deferred compensation plans.VALIC acknowledges that,from time to time,the Employer may choose to utilize the services of more than one Plan administrator,each administrator to provide administrative services with respect to the Plan assets delivered to it.In order that the Employer may ensure that withdrawals,distributions and transfers are made in compliance with applicable tax laws,rules and regulations,VALIC agrees that:(i)it shall not,without the prior written consent of the Employer,(A)transfer a Plan participant’s account to another administrator of the Plan or to a deferred compensation plan not established and maintained by the Employer,(B) permit any withdrawal or make any distribution (whether emergency withdrawal,withdrawal of small account,or distribution on death, retirement or other termination of service,or otherwise)from a Plan participant’s account,or (C)make any loans from a Plan participant’s account,and (ii)it shall provide the Employer with duplicate copies of all notices,accountings and reports given to the individual Plan participants pertaining to the status of their individual accounts,including,but not limited to,those pertaining to deferrals,deposits,investments,fund allocation,gains,losses,balances,withdrawals,distributions,transfers, and withholding of income taxes. 2092.700 63049 1 MaylP,199S : lof3 EXHiBIT “B” 3.Section 5.8 of the Administrative Services Agreement is hereby revised to read as follows: ‘58 Entire Agreement This Agreement,any written amendments hereto,and the group Annuity Contract between the Employer and VALIC, shall:(a)constitute the entire agreement of the parties,and (b)supersede all previous communications,representations or agreements,either oral or written,between the parties.’ 4.The following language is hereby added as Section 6.0 of the Administrative Services Agreement: ‘6.0 Employer Consolidation The Employer consists of nine county sanitation districts organized pursuant to the County Sanitation District Act (California Health &Safety Code Section 4700 Qt ~These districts are governmental agencies that have existed for nearly 50 years and have,during that time,operated,for most purposes,as a single entity under the provisions of a Joint Administrative Organization Agreement. By action of the Boards of Directors of the nine districts,pursuant to specific legislation enacted by the California State Legislature in 1996,an application was submitted to the Orange County Local Agency Formation Commission to legally consolidate the nine existing districts into one single sanitation district for all purposes.The application has been approved,with an effective date of July 1,1998.As of that date,County Sanitation Districts Nos.1,2,3,5,6,7,11,13 and 14 of Orange County, California will cease to exist,and a single consolidated county sanitation district,known as the ‘Orange County Sanitation District,’shall come into existence. Pursuant to California Government Code Section 57500,as of the effective date of the consolidation,the consolidated district succeeds to all of the powers,rights,duties,obligations,functions,and properties of all predecessor districts which have been united or joined into the consolidated district.The parties hereto agree that,as of July 1,1998, this Agreement shall be between VALIC and the Orange County Sanitation District,without the need for any amendment,modification or assignment of this Agreement,and without the need for further notice.’ lN.WITNESS WHEREOF,the parties have caused this Agreement and this 2092-700 63049 1 2of3 EXHIBiT “B” Addendum to Administrative Services Agreement to be executed to be effective as of the date shown hereinabove. EMPLOYER:HOME OFFICE: COUNTY SANITATION DISTRICT NO.THE VARIABLE ANNUITY LIFE I OF ORANGE COUNTY,INSURANCE COMPANY)a Texas CALIFORNIA,for itself and on behalf of corporation County Sanitation Districts Nos.2,3,5, 6,7,11,I3andl4ofOrangeCounty, California,in their capacities as trustees By:. By: Donald F.Mcintyre, General Manager 2092-700 63049 1 Mayliøn 3of3 EXHIBIT “B” RESOLUTION NO.94 ~ APPROVING AMENDED DEFERRED COMPENSATION PLAN FOR OFFICERS AND EMPLOYEES A JOINT RESOLUTION OF THE BOARDS OF DIRECTORS OF COUNTY SANITATION DISTRICTS NOS.1,2,3,5,6,7, 11,13 AND 14 OF ORANGE COUNTY,CALIFORNIA, APPROVING AN AMENDED DEFERRED COMPENSATION PLAN FOR THE OFFICERS AND EMPLOYEES OF THE DISTRICT AND REPEALING RESOLUTION NOS.79-176,81-166 AND 83-188 ********* WHEREAS,by Resolution No.81-166 adopted by the Boards of Directors on October 14,1981,the District approved and adopted a revised deferred compensation plan (hereinafter referred to as the “Plan”),and,by Resolution No.83-188 adopted by the Boards of Directors on December 14,1983,the District approved and adopted an amendment to the Plan;and, WHEREAS,certain changes in the federal law and regulations pertaining to deferred compensation plans adopted and administered by public agencies have been enacted subsequent to the adoption and amendment of the Plan;and, WHEREAS,the Boards of Directors desire to again amend the Plan to comply with such new federal law and regulations. NOW,THEREFORE,the Boards Qf Directors of County Sanitation Districts nos.1,2,3,5,6,7,11,13 and 14 of Orange County, California, DO HEREBY RESOLVE,DETERMINE AND ORDER: Section 1 That the County Sanitation Districts of Orange County,California Deferred Compensation Plan as Amended 1994 (as 1 APPENDIX A-i set forth in Exhibit “A”attached hereto and incorporated herein by reference as though set forth herein at length)is hereby adopted and shall remain in effect until amended or terminated by resolution of the Boards of Directors. Section 2 That Resolution Nos.79-176,81-166 and 83-188 are hereby repealed. PASSED AND ADOPTED at a regular meeting held this L&~’~y of ______________ 1994. /~~‘ Joint Chairman (L495X) R:2 /16/94 2 APPENDIX A-i COWrY SANITATION DISTRICTS OF ORANGE COUN’rY,CALIFORNIA DEFERRED COMPENSATION PLAN AS AMENDED 1994 SECTION 1:Background By Resolution No.81-166 adopted by the Boards of Directors of the County Sanitation Districts of Orange County,California,on October 14,1981,the Districts approved and adopted a revised deferred compensation plan.Due to changes inthe law applicable to deferred compensation plans of local public agency en~ployers,the Districts did,by Resolutions Nos.83-188 and 94~’2~1 ,adopted by the Boards of Directors on December 14,1983 and j41pr~l ~3 ,1994,respectively,approve and adopt amendments to the ~deferred compensation plan.This document constitutes the completely amended deferred compensation plan,as adopted pursuant to Resolution No.94-~fl . The name of this deferred compensation plan is the County Sanitation Districts of Orange County,California Deferred Compensation Plan as Amended 1994 (hereinafter referred to as the “Plan”) SECTION 2:Purpose The primary purpose of this Plan is to attract and retain personnel by permitting them to enter into Plan Participation Agreements which will provide future payments in lieu of current income upon death,disability,retirement,or other termination of employment with the Employer. SECTION 3:Definitions For the purposes of this Plan, certain words or phrases used herein will have the following meanings: 3.1 “Category A Beneficiary”shall mean any individual designated as the beneficiary by the Participant,either pursuant to the Participation Agreement or pursuant to a later written election filed with the Employer before the death of the Participant.A trust may also be designated as a beneficiary under the Plan,under certain circumstances more specifically described in Subsection 10.6.2 below,but in that case the trust beneficiaries who may receive trust distributions on account of payments from the Plan shall be deemed to be the Category A Beneficiaries under the Plan.No other legal entity,such as a charitable foundation or the estate of the Participant,may be a Category A Beneficiary for the purposes of the Plan. 3.2 “Category B Beneficiary”shall mean a beneficiary who is designated by the Participant in either the Participation Agreement or a later written election filed with the Employer before the ParticipantJs death,and who is nct a “Category A Beneficiary”within the meaning of Section 2/17/94 1 APPENDIX A-i 3.1 above.(Example:a legal entity other than a trust, such as a charitable foundation or the estate’of the Participant.) 3.3 “Deferred Compensation”shall mean the amount of compensation not yet earned,which the Participant and the Employer mutually agree shall be deferred in accordance with the provisions of this Plan. 3•4 ~rDeferred Compensation Investment Fund”shall mean the fund to which all Deferred Compensation is credited,as described in Section 6.2. 3.5 “Employee”shall mean any employee who is a director or officer,or who is a permanent,full-time employee of the County Sanitation Districts of Orange County,California. 3.6 “Employer”shall mean the County Sanitation Districts of Orange County,California. 3.7 “Includible Compensation”(a term defined in Internal Revenue Code section 457(e)(5)and Treasury Regulation section 1.457-2(e)(2))shall mean compensation for services performed for the Employer which is currently ~ncludible in gross income,but less any amounts deferred pursuant to a plan described in Internal Revenue Code section 457 (including but not limited to this Plan)or Internal Revenue Code section 403 (b). The amount of Includible Compensation shall be determined without regard to any community property laws. 3.8 “Investment Account”shall mean a book account for the individual Participant,as more fully described in Section 6.3. 3.9 “Late Retirement”shall mean a termination of service with the Employer which becomes effective after the date on which the Participant has met the requirements to effect a Normal Retirement. 3.10 “Normal Retirement”shall mean a termination of service with the Employer which -becomes effective on the first day of the calendar month after the Participant meets the minimum age and/or service requirements,for voluntary retirement,specified in the Retirement Plan. 3.11 “Normal Retirement Age”shall mean the age at which the Participant has met the requirements for Normal Retirement;provided,however,that a Participant who continues to work for the Employer after attaining Normal 2/17/94 2 APPENDIX A-i Retirement Age may elect,for the purposes of Section 4.3 below,an alternate Normal Retirement Age,which may be an age greater than age 70~,but which shall be a date or age not later than either (a)any mandatory retirement age specified by the Employer,or (b)the date or age at which the Participant actually separates from service with the Employer.The Participant shall make any such election by delivering to the Employer,prior to separation from service with the Employer,written notice specifying the chosen alternate Normal Retirement Age. Nothing in this Section 3.11 shall be construed to mean that the Employer has imposed a mandatory retirement age or that the Participant has agreed to retire at a designated age. 3.12 “Participant”shall mean an Employee who has elected to participate in the Plan. 3.13 “Participation Agreement”shall mean the agreement which is executed by the Employee and filed with the Employer in accordance with Section 4,and pursuant to which the Employee elects to become a Participant in the Plan and defers a portion of his income. 3.14 “Plan”shall mean the County Sanitation Districts of Orange County,California Deferred Compensation Plan as Amended 1994,established hereunder. 3.15 “Plan Year”shall mean the calendar year. 3.16 “Required Beginning Date”shall mean the latest date that distributions are permitted to commence under Section 10.4. 3.17 “Retirement Plan”shall mean the retirement plan of the Orange County Employees’Retirement System,which is governed by the County Employees Retirement Law of 1937 (California Government Code section 31450 et seq.and is made available to the employees of the Employer pursuant to contract. 3.18 “Salary”shall mean the full,regular,basic salary which would be paid by the Employer to or for the benefit of the Employee (if he were nct a Participant in the Plan) for actual services for the period that he is a Participant. 3.19 “Termination of Service”shall mean the severance,prior to retirement and other than by death,of the Participant’s employment with the Employer. 2/17/94 3 APPENDIX A-i 3.20 “Unforeseeable Emergency”shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Internal Revenue Code section 152(a))of the Participant,loss of the Participant’s property due to casualty,or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.The circumstances that will constitute an Tinforeseeable Emergency will depend upon the facts of each case. Examples of what are not considered to be TJnforeseeable Emergencies include the need to send a Participant’s child to college or the desire to purchase a home. SECTION 4:Participation in the Plan 4.1 Any Employee designated by the Employer to be eligible may elect to become a Participant in the Plan by executing and filing a Participation Agreement with the Employer.An election to participate in the Plan and to defer compensation under the Plan shall become effective with respect to compensation earned by the Participant during the period commencing with the beginning date of the first pay period in the month following the month in which the Employer consents to and approves of the Participation Agreement.Such election to defer compensation shall continue thereafter in full force and effect unless and until terminated by the Participant as provided in either Section 4.4 or Section 11. 4.2 Each Participation Agreement shall specify the amount of compensation,either by dollar amount or by percentage of Salary (as adjusted for matching and non-matching funds, if applicable),which is to be deferred pursuant to the Plan and (except in the case of matching and non-matching funds)to be withheld out of the Salary otherwise payable to the Participant for each pay period.The amount deferred each year may not exceed the lesser of: (a)Seventy-Five Hundred Dollars ($7,500.00),reduced by any amount excludable from the Participant’s gross income for the taxable year under section 403 (b)of the Internal Revenue Code on account of contributions made by the Employer;or (b)Thirty-Three and One-Third Percent (33-1/3%)of the Participant’s Includibie Compensation,reduced by any amount excludable from the Participant’s gross income for the taxable year under section 403 (b)of the Internal Revenue Code on account of 2/17/94 4 AppENDIX A-i contributions made by the Employer, or be less than Three Hundred Dollars ($300.00)each year.This three hundred dollar ($300.00)limitation shall not be applied to any Participant who is paid less than $1,200.00 per year for services rendered to the Employer. (For practical application,note that 33-1/3%of I-ncludible Compensation is generally the equivalent of 25%of gross compensation,and that for Participants with an annual salary of less than $30,000,the subparagraph (b)deferral limit usually applies.) 4.3 Notwithstanding the provisions of Section 4.2 herein, during any or all of the last three (3)taxable years ending before a Participant attains Normal Retirement Age (or the alternate Normal Retirement Age chosen pursuant to Section 3.11 above),the maximum amount which may be deferred annually shall be the lesser of: (a)Fifteen Thousand Dollars ($15,000.00),reduced by any amount excludable from the Participant’s gross income for the taxable year under section 403(b)of the Internal Revenue Code on account of contributions made by the Employer;or (b)The sum of: (1)The maximum deferral amount established for the purposes of Section 4.2 for the taxable year (determined without regard to this Section 4.3),plus (ii)The maximum deferral amount established in Section 4.2 for any prior taxable year or years,less the amount of compensation deferred under the Plan,for such prior taxable year or years,pursuant to either Section 4.2 or this Section 4.3. A prior taxable year shall be taken into account under subdivision (ii)only if:(a)it begins after December 31,1978;(b)the Participant was eligible to participate in the Plan during all or any portion of the taxable year;and (C)compensation deferred (if any)under the Plan during the taxable year was subject to the maximum deferral amount under Section 4.2 herein.A Participant will be considered to have been eligible to participate in 2,’17/94 5 APPENDIX A-i the Plan for a taxable year if the Participant was an Employee for any part of that taxable year.A prior taxable year includes a taxable year in which the Participant was eligible to participate in an Internal Revenue Code section 457 eligible deferred compensation plan sponsored by an entity other than the Employer,provided that such other entity is located in the State of California. 4.4 A Participant may terminate his election to defer compensation under the Plan by executing and filing with the Employer a written notice at least thirty (30)days prior to the effective date of termination.In the event a Participant ceases to qualify under Section 3 hereof as a Participant,his election to defer compensation shall automatically terminate on the same date as he becomes ineligible.A Participant (including a former Participant who is again eligible to participate)may not resume the deferral of compensation during the calendar month in which termination occurred;however,he may elect to resume the deferral of compensation in subsequent calendar months after a lapse of not less than three (3)months.No amounts shall be payable to an Employee upon the termination of deferral of compensation,unless otherwise provided for in either Section 10 or Section 11. 4.5 A Participant may change the amount of compensation to be deferred in a subsequent calendar month by executing and filing notice with the Employer at least thirty (30)days prior to the beginning of such month;provided,however, that such change may be made not more than four (4)times in a calendar year. 4.6 In applying the provisions of this Section 4,amounts deferred shall be taken into account at present value in the Plan Year in which deferred. SECTION 5:Deferral of Compensation During the period of participation,the Employer shall not pay the Participant his full Salary,but shall defer payment of such part of his Salary as is specified by the-Participant in the Participation Agreement,which has been executed and filed with the Employer. SECTION 6:Administration of the Plan 6.1 The Employer shall have full authority and power to adopt the rules and regulations for the administration of the Plan,and to interpret,amend,alter and revoke any rules and regulations so adopted. 2/17/94 6 APPENDiX A-i 6.2 The Employer shall establish a Deferred Compensation Investment Fund to which all Deferred Compensation shall be credited at such times as the amounts deferred would have been payable to the individual Employee if he were not a Participant in the Plan. 6.3 The Employer shall maintain a book account (the “Investment Account”)for each Participant,to which shall be credited the Deferred Compensation of the individual Participant.The Participant’s Investment Account shall be credited with the earnings thereof,if any,and shall be credited or debited,as the case may be,with the net amount of any gains or losses which may result from the investment of all or any portion of the amount in the Participant’s Investment Account.The Employer,its directors,officers and employees,shall not be liable for any losses on any investment credited to any Investment Account.On a quarterly basis,the Employer shall credit the earnings and/or gains and debit the losses on each Investment Account.Such credits and debits shall be made,and the final quarterly balance of the Investment Account shall be posted,as of the last day of each quarter. SECTION 7:Investments The Employer is not required to invest the amounts in the Deferred Compensation Investment Fund. However,it is the Employer’s intent to invest and reinvest such amounts in a manner intended to increase the same,and the net interest,accumulation and increments thereon shall be credited to, and held in,the Deferred Compensation Investment Fund for the benefit of the Participants,provided that such amounts remain the unrestricted assets of the Employer,as set forth in Section 8 below.The Employer shall not be responsible for any loss due to the investment or failure of investment of such assets;nor shall the Employer be required to replace any loss whatsoever which may result from said investments. SECTION 8:Assets of County Sanitation Districts of Orange County,California All Deferred Compensation credited to the Deferred Compensation Investment Fund,all property and rights purchased with amounts credited to the Deferred Compensation Investment Fund,and all income attributable to such amounts, property,or rights,shall be and remain (until made available to the Participant or other beneficiary)solely the property and rights of the Employer (without being restricted to the provision of benefits under the Plan),subject only to the claims of the Employer’s general creditors.Without such Employer ownership,the Plan would not qualify as an “eligible deferred compensation plan” within the meaning of Internal Revenue Code section 457,so as to make tax benefits available to the Participants. 2/17/94 7 APPENDIX A-i SECTION 9:Plan Benefits Deferred Compensation benefits are payable on the happening of any of the following events: (a)Normal R,~.~ment of a Participant; (b)Late Retirement of a Participant; (c)Termination of Service of a Participant;or Cd)Death of a Participant who dies either before or after ~~~rred Compensation payments commence,and before the entire amount of his Investment Account is paid. SECTION 10:Distribution of Benefits 10.1 Termination of Ernoloyment by Retirement The Participant is eligible to receive distributions of benefits,with respect to retirement,after the Participant has met the requirements for Normal Retirement and has retired from service with the Employer.The Participant may submit to the Employer an application for distribution of benefits under the Plan as early as the date he notifies the Employer of his intended retirement and as late as thirty (30)days following the actual date of termination of employment due to retirement.Pursuant to such application,the Participant shall elect one of the benefits payment options described below.Such election shall become irrevocable upon the lapse of the thirtieth (30th)day following termination of employment with the Employer due to retirement. Following the Participant’s termination of employment due to retirement and the receipt of such application,the Employer shall pay to the Participant one of the following benefits (expressed in terms of both payment opticn and commencement date)as elected by the Participant: PAYMENT OPTION - (a)Consecutive equal monthly payments over a period of 36 months to 180 months,as determined by the Participant;provided,however,that any such period may not extend beyond the life expectancy of the Participant or the joint life and last survivor expectancy of the Participant and the Participant’s Category A Beneficiary. (b)Consecutive equal monthly payments f or the life of the Participant or for the lives of the Participant 2/17/94 8 APPENDiX A-i and his Category A Beneficiary. Cc)A single payment equal to the balance of the Participant’s Investment Account. (d)A combination of the benefits described in (a), (b)and/or (c)above. CO1*~ENCEMENT DATE OPTION - (a)The first day of the third calendar month following the month in which termination of~employment occurs,or (b)The first day of a later month as designated by the Participant. Cc)In the case of payment option Cd)above,a combination of commencement date options-(a)and (b). The foregoing options are limited by,and these payments shall be made subject to,the provisions of Sections 10.3,10.5,10.6 and 10.7 hereof. The total amount of any benefits paid pursuant to payment options (a)through Cd)above shall not exceed the sum of the amounts deferred by the Participant,as adjusted for any earnings or losses thereon. Should the Participant fail to elect one of the benefits hereunder by way of an application for retirement benefits filed with the Employer within thirty (30)days after retirement,the Employer shall pay the sum in the Participant’s Investment Account according to the “Benefit A”election previously made pursuant to either the Participation Agreement or a modification thereof. However,if there is no such previous election,then the Employer shall pay the sum in the Participant’s Investment Account according to payment option (d)above, on the Required Beginning Date. 10.2 Termination of Employment Prior to Retirement Following the Termination of Service of a Participant,the Employer shall pay to the Participant the benefit elected by the Participant pursuant to either (a)“Benefit B”of the Participation Agreement submitted.by the Participant at the time of election to participate in the Plan or (b)a later written election delivered to the Employer within thirty (30)days following Termination of Service.The 2/17/94 9 APPENDIX A-i latest such election filed with the Employer shall become irrevocable upon the lapse of the thirtieth (30th)day following Termination of Service. The Participant may choose from both the payment options and the commencement dates as set forth in Section 10.1 above. As with regard to the benefit options expressed in Section 10.1,the benefit options available under this Section 10.2 are limited by,and shall be made subject to,the provisions of Sections 10.3,10.5,10.6 and 10.7 hereof. Should the Participant fail to elect one of the benefits hereunder either pursuant to the “Benefit B”provisions of the Participation Agreement or pursuant to a subsequent written election delivered to the Employer within thirty (30)days after Termination of Service, then the Employer shall pay the total amount in the Participant’s Investment Account to the Participant in a single lump sum on the first day of the third calendar month following the month in which Termination of Service occurs.In no event,however,shall such payment occur later than the Required Beginning Date. 10.3 Reauired Beginning Date of Distributions Notwithstanding any other provision of the Plan,payments under Sections 10.1 and 10.2 shall begin no later than the later of: (a)April 1 of the calendar year following the calendar year in which the Employee attains age 70k;or (b)April 1 of the calendar year following the calendar year in which the Employee retires. 10.4 Acceleration of Payment of Small Investment Accounts Notwithstanding the provisions of Sections 10.1 and 10.2 above,once a Participant has separated from service with the Employer (and is no longer able to defer compensation under the Plan)and when the total balance in that Participant’s Investment Account does not exceed $3,500, the Participant shall be entitled to withdraw the entire balance of that Investment Account as a lump sum,by delivering to the Employer a written request for acceleration of payment.If the conditions of the preceding sentence are met,the Employer shall distribute to the Participant the entire remaining balance of the Investment Account within sixty (60)days of receipt of 2/17/94 10 APPENDiX A-i the request. 10.5 Lifetime Distribution Requirements The distributions under this Plan must be made primarily for the benefit of the Participant and the schedule elected by the Participant for payment of benefits under Sections 10.]. and 10.2 of the Plan must be such that benefits payable to a beneficiary are not more than incidental,according to the applicable Treasury Regulations.Payments under those sections shall be distributed over the life of the Participant or over the lives of the Participant and a Category A Beneficiary (or over a period not extending beyond the life expectancy of the Participant or the joint life and last survivor expectancy of the Participant and a Category A Beneficiary),in accordance with the Treasury Regulations under Internal Revenue Code section 401 (a)(9) In addition,as required by Internal Revenue Code section 401 (a)(9)(G),and except as otherwise provided in Section 10.7 below,all distributions shall be made in accordance with the incidental death benefit requirements of Internal Revenue Code section 401 (a).As more fully described in the applicable Treasury Regulations,as promulgated pursuant to the authority of Internal Revenue Code section 401 (a)(9),this means that distributions must be made in accordance with a certain formula designed to ensure that the entire Investment Account of the Participant is distributed over a period of time not to exceed the joint life and last survivor expectancy of the Participant and a Category A Beneficiary who is not more than ten years younger than the Participant. 10.6 Death of Participant In the event of the death of the Participant,either before or after termination of employment (by retirement or otherwise),and before the entire amount of his Investment Account has been distributed,the Employer shall distribute the amount then remaining in the Participant’s Investment Account pursuant to Subsections 10.6.1 through 10.6.3 below. 10.6.1 When ParticiDant Dies on or after the Required Beginning Date and after Distributions Have Begun If distributions have already begun during a Participant’s lifetime,and the Participant dies on or after the Required Beginning Date and before the entire amount of his Investment Account has been distributed,then the remaining portion of the Participant’s Investment Account shall be distributed,as elected by the Participant, 2/17/94 II APPENDIX A-i pursuant to either the “Benefit C”provisions of the Participation Agreement or a later written election delivered to the Employer before the death of the Participant,unless the Participant’s election would permit distributions to be made less rapidly after death than under the method of distribution being used as of the date of death. In order to comply with Internal Revenue Code section 401 (a)(9),distributions (under this Subsection 10.6.1)after death must be made at least as rapidly as under the method of distribution being used as of the date of death. 10.6.2 When Participant Dies either before the Reguired Beginning Date or before Distributions Have Begun If a Participant dies either before the Required Beginning Date or before distribution of his Investment Account has begun,and,if any portion of the investment Account is payable to (or for the benefit of)a Category A or B Beneficiary,then the Employer shall pay such portion as follows - CATEGORY A BENEFICIARIES (1)if the Category A Beneficiary is other than the surviving spouse the portion of the Investment Account payable to such beneficiary shall be distributed according to one of the following options: (a)consecutive equal monthly payments over a period of 36 months to 60 months (but not exceeding the life expectancy of the Category A Beneficiary); (b)a single lump-sum payment;or (c)a combination of the benefits described in (a)and (b)above. Such distributions shall begin on the date designated by either the Participant or,if permitted by the Participant,the Category A Beneficiary,but in no event later than December 31 of the calendar year immediately following the calendar year in which the Participant dies. (2)if the Category A Beneficiary is the 2/17/94 12 APPENDIX A-i surviving spouse of the Participant the portion of the Investment Account payable to the surviving spouse shall be distributed according to one of the following options: (a)consecutive equal monthly payments over a period not to extend beyond the life expectancy of the surviving spouse; (b)a single lump-sum payment;or Cc)a combination of the benefits described in (a)and (b)above. Such distributions shall begin on the date designated by either the Participant or,if permitted by the Participant,the surviving spouse,but in no event later than the later of (1)December 31 of the calendar year immediately following the calendar year in which the Participant dies,and (ii)December 31 of the calendar year in which the Participant would have attained age 703 . Notwithstanding the foregoing,however, if as of the date of the Participant’s death,both the surviving spouse and another are Category A Beneficiaries, then distributions shall begin on or before December 31 of the calendar year immediately following the calendar year in which the Participant dies. CATEGORY B BENEFICIARIES (3)if the beneficiary is a Category B Beneficiary which is a validly existing legal entity (such as a charitable foundation or the estate of the Participant),the portion of the Investment Account payable to such beneficiary shall be distributed as a lump sum on the first day of the third calendar month following the month in which the death of the Participant occurs. All elections (as to both payment option and commencement date)to be made under this Subsection 10.6.2(1)(2)shall be made by the Participant pursuant to either the “Benefit C”provisions of 2/17/94 13 APPENDIX A-i the Participation Agreement or a later written election delivered to the Employer before the death of the Participant.Notwithstanding the foregoing, however,the Participant,in the Participation Agreement or such later written election,may specify that,following the death of the Participant,the Category A Beneficiary may elect, subject to the foregoing limitations,the form of payments and the commencement date of distributions.Any such beneficiary election, however,must be in the form of an irrevocable written election filed with the Employer no later than ninety (90)days following the date of death of the Participant.In the absence of any such timely election,the portion of the Investment Account payable to such Category A Beneficiary shall be distributed to him in a lump sum on the first day of the fifth calendar month following the month in which the death of the Participant occurs. If a Category A Beneficiary dies within six months of the date of the Participant’s death and before the entire portion of the Investment Account allocated to him has been paid pursuant to this Subsection 10.6.2,then the remainder of such portion shall be paid to the contingent beneficiary,if any,designated by the Participant in either the Participation Agreement or a later written election delivered to the Employer before the Participant’s death.If there is no such contingent beneficiary,or if the Category A Beneficiary dies more than six months after the date of the Participant’s death and before the entire portion of the Investment Account allocated to him has been paid pursuant to this Subsection 10.6.2,then the remainder of such portion shall be paid to the estate of the deceased Category A Beneficiary.Any payment under this paragraph shall be made in a lump sum on the first day of the third calendar month following the month in which the death of the Category A Beneficiary occurs. The Participant may designate a trust as his beneficiary under the Plan.However,in that case, any beneficiary of the trust,who is eligible to receive trust distributions on account of payments from the Plan,shall be deemed to be a Category A Beneficiary under the Plan.(For example,if the Participant designates as his beneficiary a trust of which his surviving spouse is the life 2/17/94 14 APPENDIX A-i beneficiary,and elects lifetime payments under option (2)(a)above,then for the purpose of this Subsection 10.6.2,the surviving spouse shall be deemed to be the Category A Beneficiary,and the terms of this subsection shall be applied by basing distributions on the life expectancy of the surviving spouse.)Notwithstanding the foregoing, however,a trust may only be designated as a beneficiary (and the beneficiary of the trust will only be deemed to be a Category A Beneficiary)if, as of the later of the date that the Participant submits to the Employer the election in which the trust•is named as a beneficiary or the Required Beginning Date,and as of all subsequent periods during which the trust is named as a beneficiary of the Plan,all of the following conditions are met: (1)the trust is a valid trust under state law,(2) the trust is irrevocable,(3)the beneficiaries of the trust can be identified from the trust instrument,and (4)a copy of the trust instrument has been provided to the Employer. 10.6.3 Default Provision If,upon the death of the Participant,there exists neither a Category A Beneficiary nor a Category B Beneficiary to receive any portion of the Participant’s Investment Account,then the Employer shall,on the first day of the third calendar month following the month in ~which the death of the Participant occurs,pay that portion in a lump sum to the estate of the Participant. 10.7 General Distribution Reguirements and Provisions Notwithstanding any other provision of this Plan to the contrary,all distributions under this Plan shall be made in accordance with the provisions of this Section 10.7 and,to the extent of any inconsistency,the provisions of this Section 10.7 shall control. 10.7.1 Calculation of Life ExDectancy For the purpose of ascertaining the relevant distribution periods and amounts hereunder,life expectancy.where applicable,shall not be recalculated annually. Rather,once life expectancy has been initially calculated,it shall thereafter be reduced by one year for each year that passes. 10.7.2 Additional Distribution Requirements Any payments payable over a period of more than one year shall only be made in substantially non-increasing 2/17/94 15 APPENDIX A-I amounts,paid not less frequently than annually. 10.7.3 Employer Discretion to Accelerate Distributions After distributions have begun hereunder,if the balance of the Participant’s Investment Account,or any portion thereof payable to a beneficiary, should equal $3500.00 or less,the Employer,in its sole and absolute discretion,may distribute such balance or such portion in a lump sum on the date of the first regularly scheduled payment of the next calendar year.If at any time the Employer determines that the payment schedule as elected by the Participant,or by the Category A Beneficiary, if applicable,is such that monthly payments would be in an amount less than $200.00,then the Employer,in its sole and absolute discretion,may make distributions in the amount of $200.00 per month,until exhaustion of the Investment Account or portion thereof in question,irrespective of the fact that this would have the effect of shortening the distribution period originally elected by the Participant,or the Category A Beneficiary,if applicable. 10.7.4 Statutory Compliance All distributions under this Plan shall be made in accordance with the Treasury Regulations under Internal Revenue Code section 401(a)(9),including both the minimum distribution requirements of Treasury Regulation section 1.401 (a)(9)-i,and,(in accordance with Internal Revenue Code section 401(a)(9)(G))the minimum distribution incidental benefit requirements of Treasury Regulation section 1.401 (a)(9)-2.To the extent that any distribution option hereunder is inconsistent with Internal Revenue Code section 401(a)(9),the provisions of Internal Revenue Code section 401(a)(9)shall control and the Plan shall be administered so as to conform with section 401(a)(9).Notwithstanding the foregoing,however, if,pursuant to Internal Revenue Code section 457(d)(2)(B)(i)(I),Treasury Regulations (the “Superseding Regulations”)should be issued which require more rapid distributions than those required by Internal Revenue Code section 401(a)(9)(G)and the Treasury Regulations under section 401(a)(9)(G),then the distributions under this Plan shall be made pursuant to such Superseding Regulations,to the extent inconsistent with section 401(a)(9)and the Treasury Regulations under that section. 2/17/94 16 APPENDIX A-i SECTION 11:Emergency Withdrawals In the event of an Unforeseeable Emergency,to be determined by the Employer in its sole discretion,the Employer may pay to the Participant all or any portion of the amount in such Participant’s Investment Account,as of the month end following the date when such determination is made.Payment may not be made to the extent that the hardship resulting from the Unforeseeable Emergency is or may be relieved (a)through reimbursement or compensation by insurance or otherwise,(b)by liquidation of the Participant’s assets,to the extent the liquidation of such assets would not itself cause severe financial hardship,or (c)by cessation of deferrals under the Plan.The amount that may be paid out is limited to the amount reasonably necessary to alleviate the Unforeseeable Emergency need and,in most cases,will be paid only in a single lump sum.In the event of an Unforeseeable Emergency which causes the initial lump sum payment to be inadequate to meet the Unforeseeable Emergency need,the Participant (or former Participant)may apply for the payment of subsequent lump-sum amounts,up to the entire amount in the Participant’s (or former Participant’s)Investment Account. Any distribution under this section shall be deemed a termination of the election to defer compensation under Section 4.4 above,and no further deferral of compensation shall be made unless the Participant subsequently re-elects to defer compensation under the Plan,as provided in Section 4.4.Moreover,any distribution of 1OO~of the Participant’s Investment Account under this section shall be deemed a revocation of the Participant’s agreement to participate in the Plan.The (former)Participant may re-elect to participate in the Plan,pursuant to Section 4.1,after a lapse cf not less than three (3)months. SECTION 12:Non-Assignability Clause Consistent with Section 8 above,no one,including the Participant,his beneficiary o~designee,or any other person,shall have any right to commute, sell,assign,transfer,or otherwise convey the right to receive any payments hereunder,which payments and right thereto are expressly declared to be non-assignable and non-transferable.The Employer shall have no liability to either the Participant or a purported assignee or transferee,on account of any attempted assignment or transfer.In addition,except to the extent otherwise provided by law,no interest of the Participant in the Plan shall be subject to attachment,garnishment or execution,or be transferrable by operation of law,whether due to bankruptcy, insolvency,liquidation for the benefit of creditors,or any other cause. Notwithstanding the foregoing,however,the amounts deferred by a former Participant may be transferred to another Internal Revenue Code section 457 eligible deferred compensation plan of which the former Participant has become a participant,if the 2/17/E4 17 APPENDIX A-i following conditions are met: (1)the plan to which the former Participant wishes to transfer amounts deferred is located within the State of California; (2)the plan receiving such amounts provides for the acceptance of such amounts; (3)the employer accepting the transfer funds gives written notice of its agreement to accept such transfer and assumes liability therefor;and (4)the Participant provides a written release to the Employer releasing the Employer from any claim or liability under the Plan after the date such transfer of funds occurs. If a Participant separates from service in order to accept employment with another entity which permits the Participant to participate in a section 457 eligible deferred compensation plan, and if the four conditions enumerated above are met,payout of benefits will not commence upon separation from service, notwithstanding any other provision of the Plan,and amounts previously deferred will automatically be transferred to that other entity’s section 457 eligible deferred compensation plan,to be credited to the Participant’s account. SECTION 13:Notice Any notice or other communication required or permitted under the Plan shall be in writing,and,if directed to the Employer (ATTN:Director of Finance),shall be sent to the Employer at its principal office,and,if directed to a Participant or a beneficiary,shall be sent to such Participant or beneficiary at his last-•known address as it appears on the Employer’s records.Such notice shall he deemed given when mailed, unless notice is given in person,in which case such notice shall be deemed given upon receipt. SECTION 14:Amendment or Termination of Plan The Employer may,at any time,terminate this Plan for all Participants.Upon such termination,the Participants in the Plan shall be deemed to have withdrawn from the Plan as of the date of such termination; each Participant’s full Salary on a non-deferred basis will be thereupon restored;and the Employer agrees to pay each Participant the amount of money determined as if the Participant had terminated his employment,said payment to be made in accordance with the provisions of Section 10.2. The Employer may also amend the provisions of this Plan at any time;provided,however,that no amendment shall affect the rights 2/17/94 18 APPENDiX A-i of the Participants or their beneficiaries to the receipt of payment of benefits,to the extent of any compensation already deferred at the time of the amendment,as adjusted for investment experience prior to and subsequent to the amendment. The Employer hereby establishes,on the terms and conditions set forth above,the County Sanitation Districts of Orange County, California Deferred Compensation Plan as Amended 1994. DIS:lw:D:lO/19/92 (L495PN) R:1O/21/92;R:3/5/93;R:7/20/93;R:8/31/93;R:1O/8/93;R:1/20/94; R:2/17/94 2/17/94 19 4&YPENDIX A-i RESOLUTION NO.95-80 APPROVING AMENDMENT TO DEFERRED COMPENSATION PLAN FOR OFFICERS AND EMPLOYEES A JOINT RESOLUTION OF THE BOARDS OF DIRECTORS OF COUNTY SANITATION DISTRICTS NOS.1,2,3,5,6,7,11,13, AND 14 OF ORANGE COUNTY,CALIFORNIA,APPROVING FIRST AMENDMENT TO DEFERRED COMPENSATION PLAN FOR THE OFFICERS AND EMPLOYEES OF THE DISTRICTS WHEREAS,by Resolution No.94-39,adopted by the Boards of Directors on April 13, 1994,the Districts approved and adopted the County Sanitation Districts of Orange County, California DeferTed Compensation Plan as Amended 1994 (hereinafter referred to as the “Plan”);and, WHEREAS,the Boards of Directors desire to amend the Plan to permit greater flexibility in plan distribution elections,to clarify certain provisions of the Plan,and to comply with certain recent Internal Revenue Service interpretations. NOW,THEREFORE,the Boards of Directors of County Sanitation Districts Nos.1,2,3, 5,6,7,11,13,and 14 of Orange County,California, DO HEREBY RESOLVE,DETERMINE AND ORDER: Section 1 That the County Sanitation Districts of Orange County,California Deferred Compensation Plan as Amended 1994 is hereby amended as set forth in Exhibit “A,” attached hereto and incorporated herein by reference as though set forth herein at length,and as so amended shall remain in effect until further amended or terminated by Resolution of the Boards of Directors. PASSED AND ADOPTED at a regularmeeting held July 26 , 1995. 2000.00019 14~3~1 APPENDIX A-2 FIRST AMENDMENT TO COUNTY SANITATION DISTRICTS OF ORANGE COUNTY, CALIFORNIA DEFERRED COMPENSATION PLAN AS AMENDED 1994 WHEREAS,by Resolution No.94-39,adopted by the Boards of Directors on April 13,1994,the Districts approved and adopted a revised deferred compensation plan,i.e.,the County Sanitation Districts of Orange County,California Deferred Compensation Plan as Amended 1994 (the “Plan”); WHEREAS,the Boards of Directors desire to amend the Plan to permit greater flexibility in plan distribution elections and to clarify certain provisions of the Plan; THEREFORE,pursuant to Resolution No.95-80,adopted by the Boards of Directors on July 26 , 1995 the County Sanitation Districts of Orange County, California do hereby amend the Plan as follows: 1.Section 3.16 of the Plan is hereby deleted in its entirety and the following language is hereby inserted in its place and stead: “Required Beginning Date’shall mean the latest date that distributions are permitted to commence under Section 10.3.” 2.Section 10.1 of the Plan is hereby deleted in its entirety and the following language is hereby inserted in its place and stead: “10.1 Termination of Emolovment by Retirement The Participant is eligible to receive distributions of benefits,with respect to retirement,after the Participant has met the requirements for Normal Retirement and has retired from service with the Employer.The Participant may submit to the Employer an application for distribution of benefits under the Plan as early as the date he notifies the Employer of his intended retirement and as late as thirty (30)days following the actual date of termination of employment due to retirement.Pursuant to such application,the Participant shall elect one of the benefits payment options described below.Such election shall become irrevocable upon the lapse of the thirtieth (30th)day following termination of employment with the Employer due to retirement. Following the Participant’s termination of employment due to retirement and the receipt of such application,the Employer shall pay to the Participant one of the following benefits (expressed in terms of both payment option and commencement date)as elected by the Participant: PAYMENT OPTION - (a)Consecutive equal monthly payments over a period of 36 1~ EXHIBIT “A” APPENDiX A-2 months to 180 months,as determined by the Participant; provided,however,that any such period may not extend beyond the life expectancy of the Participant or the joint life and last survivor expectancy of the Participant and the Participant’s Category A Beneficiary.(This payment option may be satisfied through annuity distributions.) (b)Consecutive equal monthly payments for the life of the Participant or for the lives of the Participant and his Category A Beneficiary.(This payment option may be satisfied through annuity distributions.) (C)A single payment equal to the balance of the Participant’s Investment Account. (d)A single lump-sum payment in an amount to be determined by the Participant,with the remainder of the Participant’s Investment Account to be paid under either payment option (a)or payment option (b)above. COMMENCEMENT DATE OPTION - (a)The first day of the third calendar month following the month in which termination of employment occurs,or (b)The first day of a later month as designated by the Participant. In the case of payment option (d)above,the lump sum must be paid on the same date that the first payment over time is paid. DELAYED PAYMENT ELECTION OPTION - The irrevocable election which must be submitted to the Employer no later than thirty (30)days following termination of employment with the Employer due to retirement may specify the elected commencement date option only,deferring the election as to the particular payment option.In such case,the Participant must later submit an election as to the payment option.Such later election must be submitted no later than thirty (30)days before the previously elected commencement date and shall become irrevocable on the date thirty (30)days before such previously elected commencement date.Should the Participant fail to timely submit a separate payment option election hereunder,the 2000-00019 148311 2 APPENDIX A-2 Employer shall pay the sum in the Participant’s Investment Account to the Participant according to payment option (C)above,on the previously elected commencement date. The foregoing options are limited by,and these payments shall be made subject to,the provisions of Sections 10.3,10.5,10.6 and 10.7 hereof. The total amount of any benefits paid pursuant to payment options (a) through (d)above shall not exceed the sum of the amounts deferred by the Participant,as adjusted for any earnings or losses thereon. Should the Participant fail to elect one of the benefits hereunder by way of an application for retirement benefits filed with the Employer within thirty (30)days after retirement,the Employer shall pay the sum in the Participant’s Investment Account according to the “Benefit A”election previously made pursuant to either the Participation Agreement or a modification thereof.However,if there is no such previous election,then the Employer shall pay the sum in the Participant’s Investment Account according to payment option (C)above on the Required Beginning Date.” 3.Subsection 10.6.2 of the Plan is hereby deleted in its entirety and the following language is hereby inserted in its place and stead: “10.6.2 When Particloant Dies either before the Required Beginning Date or before Distributions Have Begun If a Participant dies either before the Required Beginning Date or before distribution of his Investment Account has begun,and,if any portion of the Investment Account is payable to (or for the benefit of)a Category A or B Beneficiary,then the Employer shall pay such portion as follows - CATEGORY A BENEFICIARIES (1)if the Category A Beneficiary is other than the Surviving soouse the portion of the Investment Account payable to such beneficiary shall be distributed according to one of the following options: (a)Consecutive equal monthly payments over a period of 36 months to 60 months (but not exceeding the life expectancy of the Category A Beneficiary); (b)A single lump-sum payment;or 2000.00019 3 APPENDiX A-2 (c)A single lump-sum payment in an amount to be determined by the Participant,with the remainder of the Participant’s Investment Account to be paid under payment option (a). Such distributions shalt begin on the date designated by either the Participant or,if permitted by the Participant,the Category A Beneficiary,but in no event later than December 31 of the calendar year immediately following the calendar year in which the Participant dies.If payment is made under payment option (c)above,the lump sum must be paid on the same date that the first payment over time is paid. (2)if the Category A Beneficiary is the surviving spouse of the Participant the portion of the Investment Account payable to the surviving spouse shall be distributed according to one of the following options: (a)Consecutive equal monthly payments over a period not to extend beyond the life expectancy of the surviving spouse; (b)A single lump-sum payment;or (C)A single lump-sum payment in an amount to be determined by the Participant,with the remainder of the Participant’s Investment Account to be paid under payment option (a). Such distributions shalt begin on the date designated by either the Participant or,if permitted by the Participant,the surviving spouse,but in no event later than the later of (I)December 31 of the calendar year immediately following the calendar year in which the Participant dies,and (ii)December 31 of the calendar year in which the Participant would have attained age 70%.Notwithstanding the foregoing,however,if as of the date of the Participant’s death,both the surviving spouse and another are Category A Beneficiaries, then distributions shall begin on or before December 31 of the calendar year immediately following the calendar year in which the Participant dies.If payment is made under payment option (C)above,the 2000.00019 148311 APPENDIX A-2 lump sum must be paid on the same date that the first payment over time is paid. CATEGORY B BENEFICIARIES (3)if the beneficiary is a Cateoorv B Beneficiary which is a validly existing legal entity (such as a charitable foundation or the estate of the Participant),the portion of the Investment Account payable to such beneficiary shall be distributed as a lump sum on the first day of the third calendar month following the month in which the death of the Participant occurs. All elections (as to both payment option and commencement date) to be made under this Subsection 10.6.2(1 )(2)shall be made by the Participant pursuant to either the “Benefit C”provisions of the Participation Agreement or a later written election delivered to the Employer before the death of the Participant.Notwithstanding the foregoing,however,the Participant,in the Participation Agreement or such later written election,may specify that,following the death of the Participant,the Category A Beneficiary may elect,subject to the foregoing limitations,the form of payments and the commencement date of distributions.Any such beneficiary election,however,must be in the form of an irrevocable written election filed with the Employer no later than ninety (90)days following the date of death of the Participant.In the absence of any such timely election,the portion of the Investment Account payable to such Category A Beneficiary shall be distributed to him in a lump sum on the first day of the fifth calendar month following the month in which the death of the Participant occurs. If a Category A Beneficiary dies within six months of the date of the Participant’s death and before the entire portion of the Investment Account allocated to him has been paid pursuant to this Subsection 10.6.2,then the remainder of such portion shall be paid to the contingent beneficiary,if any,designated by the Participant in either the Participation Agreement or a later written election delivered to the Employer before the Participant’s death.If there is no such contingent beneficiary,or if the Category A Beneficiary dies more than six months after the date of the Participant’s death and before the entire portion of the Investment Account allocated to him has been paid pursuant to this Subsection 10.6.2,then the remainder of such portion shall be paid to the estate of the deceased Category A Beneficiary.Any payment under this paragraph shall be made in a 2000-00019 148311 5 APPENDIX A-2 lump sum on the first day of the third calendar month following the month in which the death of the Category A Beneficiary occurs. The Participant may designate a trust as his beneficiary under the Plan.However,in that case,any beneficiary of the trust,who is eligible to receive trust distributions on account of payments from the Plan,shall be deemed to be a Category A Beneficiary under the Plan.(For example,if the Participant designates as his beneficiary a trust of which his surviving spouse is the life beneficiary,and elects lifetime payments under option (2)(a)above,then for the purpose of this Subsection 10.6.2,the surviving spouse shall be deemed to be,the Category A Beneficiary,and the terms of this subsection shall be applied by basing distributions on the life expectancy of the surviving spouse.)Notwithstanding the foregoing,however,a trust may only be designated as a beneficiary (and the beneficiary of the trust will only be deemed to be a Category A Beneficiary)if,as of the later of the date that the Participant submits to the Employer the election in which the trust is named as a beneficiary or the Required Beginning Date,and as of all subsequent periods during which the trust is named as a beneficiary of the Plan,all of the following conditions are met:(1) the trust is a valid trust under state law,(2)the trust is irrevocable, (3)the beneficiaries of the trust can be identified from the trust instrument,and (4)a copy of the trust instrument has been provided to the Employer.” A.Section 12 of the Plan is hereby deleted in its entirety and the following language •is hereby inserted in its place and stead: “12:Assignments and Transfers 12.1.Consistent with Section 8 above,no one,including the Participant,his beneficiary or designee,or any other person,shall have any right to commute,sell,assign,transfer,or otherwise convey the right to receive any payments hereunder,which payments and right thereto are expressly declared to be non-assignable and non-transferable.The Employer shall have no liability to either the Participant or a purported assignee or transferee,on account of any attempted assignment or transfer.In addition,except to the extent otherwise provided by law,no interest of the •Participant in the Plan shall be subject to attachment,garnishment or execution,or be transferrable by operation of law,whether due to •bankruptcy,insolvency,liquidation for the benefit of creditors,or any other • cause. S 2000.00019 148311 5 6 APPENDIX A-2 12.2 Notwithstanding the foregoing,however,the amounts deferred by a former Participant may be transferred to another Internal Revenue Code section 457 eligible deferred compensation plan of which the former Participant has become a participant,if the following conditions are met: (1)the plan to which the former Participant wishes to transfer amounts deferred is located within the State of California; (2)the plan receiving such amounts provides for the acceptance of such amounts; (3)the employer accepting the transfer funds gives written notice of its agreement to accept such transfer and assumes liability therefor;and (4)the Participant provides a written release to the Employer releasing the Employer from any claim or liability under the Plan after the date such transfer of funds occurs. If a Participant separates from service in order to accept employment with another entity which permits the Participant to participate in a section 457 eligible deferred compensation plan,and if the four conditions enumerated above are met,payout of benefits will not commence upon separation from service,notwithstanding any other provision of the Plan,and amounts previously deferred will automatically be transferred to that other entity’s section 457 eligible deferred compensation plan,to be credited to the Participant’s account. 12.3 A Participant,who was formerly employed by another public agency located within the State of California,may transfer,to the Plan,funds from an Internal Revenue Code section 457 eligible deferred compensation plan maintained by that former employer,if that eligible deferred compensation plan permits transfers to other section 457 eligible deferred compensation plans and if the Participant complies with all applicable terms and conditions of the transferring plan in effectuating the transfer.” 5.The Plan shall continue in full force and effect except as expressly amended herein. 2000-00019 APPENDIX A-2 STATE OF CALIFORNIAi )SS. COUNTY OF ORANGE I,PENNY KYLE,Secretary of the Boards of Directors of County Sanitation Districts Nos.1,2,3,5,6,7,11,13 and 14 of Orange County,California,do hereby certify that the foregoing Resolution No.95-80 was passed and adopted at a regular meeting of said Boards on the 26th day of July,1995,by the following vote,to wit: AYES:George Brown,John C.Cox,Jr.,Jan Debay,Barry Denes, Shirley Dettloff,Norman Z.Eckenrode,James M.Ferryman, James H.Flora,Don R.Griffin,John M.Gullixson,Barry Hammond,Victor Leipzig,Wally Linn,Mark A.Murphy,Margie L.Rice,Thomas R.Saltarelli,Sal A.Sapien,George Scott, Sheldon S.Singer,William G.Steiner,Peer A.Swan,Charles E. Sylvia,Daniel T.Welch,Bob Zemel NOES:None ABSENT:Cecilia L.Age,Burnie Dunlap,Pat McGuigan,Glenn Parker, Julie Sa IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official seal of County Sanitation District No.1 on behalf of itself and Districts Nos.2,3, 5,6,7,11,13 and 14 of Orange County,California,this 26th day of July,1995. Pe~1YlesSe~rf Boards of Dire t rs,my Sanitation Districts Nos.1,2,3,5,6,7,11,13 and 14 of Orange County,California J:~WPDOC~BS~FORMS~95\F1 2.80 APPENDIX A-2 RESOLUTION NO.~O7 APPROVING AMENDMENT TO DEFERRED COMPENSATION PLAN FOR OFFICERS AND EMPLOYEES A JOINT RESOLUTION OF THE BOARDS OF DIRECTORS OF COUNTY SANITATION DISTRICTS NOS.1,2,3,5,6,7,11, 13,AND 14 OF ORANGE COUNTY,CALIFORNIA,APPROVING SECOND AMENDMENT TO DEFERRED COMPENSATION PLAN FOR THE OFFICERS AND EMPLOYEES OF THE DISTRICTS WHEREAS,by Resolution No.94-39,adopted by the Boards of Directors on April 13, 1994,the Districts approved and adopted the County Sanitation Districts of Orange County, California Deferred Compensation Plan as Amended 1994 (hereinafter referred to as the “Plan”); and,by Resolution No.95-80,adopted by the Boards of Directors on July 26,1995,the Districts approved and adopted the first amendment to the Plan;and, WHEREAS,the Boards of Directors desire to amend the Plan in order to comply with changes to the U.S.Internal Revenue Code section 457,enacted into law by the U.S.Congress in 1996 (H.R.3448)P.L.104-188. NOW,THEREFORE,the Boards of Directors of County Sanitation Districts Nos.1,2,3, 5,6,7,11,13,and 14 of Orange County,California, DO HEREBY RESOLVE,DETERMINE AND ORDER: Section 1 That the County Sanitation Districts of Orange County,California Deferred Compensation Plan as Amended 1994 is hereby further amended as set forth in Exhibit “A,” attached hereto and incorporated herein by reference as though set forth herein at length,and as so amended shall remain in effect until further amended or terminated by Resolution of the Boards of Directors. PASSED AND ADOPTED at a regular meeting held March 25,19~8 2000.00019 48074_i ws&s August11,1997 APPENDIX A-3 STATEOFCALIFORNI1.) )SS. COUNTY OF ORANGE ) I,PENNY KYLE,Secretary of the Boards of Directors of County Sanitation Districts Nos.1,2,3,5,6,7,11,13 and 14 of Orange County,California,do hereby certify that the foregoing Resolution No.98-O7~was passed and adopted at a regular meeting of said Boards on the 25th day of March,1998,by the following vote,to wit: AYES:Steve Anderson;Bruce Broadwate~George Brown;John Collins;Jan Debay;Barry Denes;Bumie Dunlap;Norman Z.Eckenrode;James V. Evans;James M.Ferryman;Jan Flory;Tom Harman;Mary Ann Jones; Mark Leyes;Patsy Marshall;Pat McGuigan;Eva Minor-Bradford;Mark A. Murphy;Thomas R.Saltarelli;Christina Shea;William G.Steiner;Dave Sullivan;Peer A.Swan;Charles E.Sylvia;Bob Zemel NOES:None ABSENT:Brian Donahue;John M.Gullixson IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official seal of County Sanitation District No.I on behalf of itself and Districts Nos.2,3,5,6,7, 11,13 and 14 of Orange County,California,this 25th day of March,1998. • : _______ Penny Kyle,s~6jetary/j Boards of Direcrors,~9Llnty Sanitation Districts Nos.1,2,3,5,6,7,11,13 and 14 of Orange County,California H:~p.dta\admin\8S\FORMS~1 998\F1 2.074oc APPENDIX A-3 SECOND AMENDMENT TO COUNTY SANITATION DISTRICTS OF ORANGE COUNTY,CALIFORNIA DEFERRED COMPENSATION PLAN AS AMENDED 1994 WHEREAS,by Resolution No.94-39,adopted by the Boards of Directors on April 13,1994,the County Sanitation Districts of Orange County,California (the “Districts”)approved and adopted a revised deferred compensation plan,known as uthe County Sanitation Districts of Orange County,California Deferred Compensation Plan as Amended 1994”; WHEREAS,by Resolution No.95-80,adopted by the Boards of Directors on July 26,1995,the Districts approved and adopted a first amendment to the plan (the “First Amendment”),to permit greater flexibility in plan distribution elections and to clarify certain provisions of the plan (the County Sanitation Districts of Orange County, California Deferred Compensation Plan as Amended 1994,as amended by the First Amendment,shall hereinafter be referred to as the “Plan”); WHEREAS,section 457 of the Internal Revenue Code has been amended to require changes to section 457 deferred compensation plans,and the Boards of Directors desire to further amend the Plan to comply with section 457 as amended; THEREFORE,pursuant to Resolution No. _____,adopted by the Boards of Directors on ____________,1997,the Districts do hereby amend the Plan as follows: 1.Section 2 of the Plan is hereby deleted in its entirety and the following language is hereby inserted in its place and stead: “The primary purpose of the Plan is to attract and retain personnel by permitting them to enter into Plan Participation Agreements which will provide future payments in lieu of current income upon death, disability,retirement,or other termination of employment with the Employer.Neither the Plan,nor any provision of the Plan,shall be construed as either an employment agreement,or a right to be retained by the Employer.The Employer intends that the Plan satisfy the Internal Revenue Code section 457 requirements for an “eligible deferred compensation plan.”However,the Employer does not guarantee any tax benefits due to participation in the Plan,and each Participant should consult his or her own tax representative for information and advice on the tax ramifications of participation in the Plan.” 2000-00019 50498_i CSD Draft No.I 1 August11.1997 EXHIBIT “A” APPENDIX A-3 2.Section 3.7 of the Plan is hereby deleted in its entirety and the following language is hereby inserted in its place and stead: 1437 “Includible Compensation”(a term defined in Internal Revenue Code section 457(e)(5)and Treasury Regulation section 1 .457-2(e)(2))shall mean compensation for services performed for the Employer which is currently includible in gross income.Accordingly,a Participant’s includible compensation for a taxable year does not include any amount payable by the Employer that is excludable from the Participant’s gross income under Internal Revenue Code section 457(a)and Treasury Regulation section 1.457-1 (including but not limited to this Plan),Internal Revenue Code section 403(b),or other applicable federal income tax laws.The amount of Includible Compensation shall be determined without regard to any community property laws.” 3.Section 3.14 of the Plan is hereby deleted in its entirety and the following language is hereby inserted in its place and stead: “3.14 “Plan”shall mean the County Sanitation Districts of Orange County, California Deferred Compensation Plan as Amended 1994,as further amended by the First and Second Amendments thereto.” 4.Sections 4.1,4.2 and 4.3 of the Plan are hereby deleted in their entireties and the following language is hereby inserted in their places and steads: “4.1 Any Employee designated by the Employer to be eligible may elect to become a Participant in the Plan by executing and filing a Participation Agreement with the Employer.An election to participate in the Plan and to defer compensation under the Plan shall become effective with respect to compensation earned by the Participant during the period commencing with the beginning date of the first pay period in the month following the month in which the Employer consents to and approves of the Participation Agreement.Such election to defer compensation shall continue thereafter in full force and effect unless and until terminated by the Participant as provided in Section 4.4,Section 10.4 or Section 11. 4.2 Each Participation Agreement shall specify the amount of compensation, either by dollar amount or by percentage of Salary (as adjusted for matching and non-matching funds,if applicable),which is to be deferred pursuant to the Plan and (except in the case of matching and non matching funds)to be withheld out of the Salary otherwise payable to the 2000.00019 50498_i CSDDraftNo.1 2 August 11.1997 APPENDS~A-3 Participant for each pay period.The amount deferred each year may not exceed the lesser of: (a)Seventy-Five Hundred Dollars ($7,500.00),or such greater amount as the Secretary of the Treasury may establish from time to time under Internal Revenue Code section 457 (e)(15)due to cost-of- living increases,reduced (I)by any amount excludable from the Participant’s gross income for the taxable year under Internal Revenue Code section 403(b)on account of contributions made by the Employer,or (ii)as otherwise provided in Internal Revenue Code section 457(c)(2);or (b)Thirty-Three and One-Third Percent (33-1/3%)of the Participant’s Includible Compensation,reduced (I)by any amount excludable from the Participant’s gross income for the taxable year under Internal Revenue Code section 403(b)on account of contributions made by the Employer,or (ii)as otherwise provided in Internal Revenue Code section 457(c)(2), or be less than Three Hundred Dollars ($300.00)each year.This three hundred dollar ($300.00)limitation shall not be applied to any Participant who is paid less than $1,200.00 per year for services rendered to the Employer. (For practical application,note that 33-1/3%of Includible Compensation is generally the equivalent of 25%of gross compensation, and that for Participants with an annual salary of less than $30,000,the subparagraph (b)deferral limit usually applies.) 4.3 Notwithstanding the provisions of Section 4.2 herein,during any or all of the last three (3)taxable years ending before a Participant attains Normal Retirement Age (or the alternate Normal Retirement Age chosen pursuant to Section 3.11 above),the maximum amount which may be deferred annually shall be the lesser of: (a)Fifteen Thousand Dollars ($15,000.00),reduced (I)by any amount exclud~able from the Participant’s gross income for the taxable year under Internal Revenue Code section 403(b)on account of contributions made by the Employer,or (ii)as otherwise provided in Internal Revenue Code section 457(c)(2);or 2000-00019 50493_I CSD Draft No.1 3 August11.1997 APPENDIX A-3 (b)The sum of: (i)The maximum deferral amount established for the purposes of Section 4.2 for the taxable year (determined without regard to this Section 4.3),plus (ii)The maximum deferral amount established in Section 4.2 for any prior taxable year or years,less the amount of compensation deferred under the Plan,for such prior taxable year or years,pursuant to either Section 4.2 or this Section 4.3. A prior taxable year shall be taken into account under subdivision (ii)only if:(a)it begins after December 31,1978;(b)the Participant was eligible to participate in the Plan during all or any portion of the taxable year:and (C)compensation deferred (if any)under the Plan during the taxable year was subject to the maximum deferral amount under Section 4.2 herein.A Participant will be considered to have been eligible to participate in the Plan for a taxable year if the Participant was an Employee for any part of that taxable year. A prior taxable year includes a taxable year in which the Participant was eligible to participate in an Internal Revenue Code section 457 eligible deferred compensation plan sponsored by an entity other than the Employer,provided that such other entity is located in the State of California.” 5.The following language is hereby added as the second sentence to Section 6.1 of the Plan: uThe actions of the Employer,with respect to the Plan and the administration of the Plan,shall be presumed to be fair,reasonable,and impartial,and the Employer shall be deemed to have exercised reasonable care,diligence and prudence,unless the contrary is proven by affirmative evidence.” 6.Sections 7 and 8 of the Plan are hereby deleted in their entireties and the following language is hereby inserted in their places and steads: USECTION 7:Asset Ownership Except as otherwise provided in Section 8 below,all Deferred Compensation credited to the Deferred Compensation Investment Fund,all property and rights purchased with amounts 2000-00019 504981 CSDDraftNO.1 4 August11.1991 APPENDIX A-3 credited to the Deferred Compensation Investment Fund,and all income attributable to such amounts,property,or rights shall be and remain (until made available to the Participant or other beneficiary)solely the property and rights of the Employer (without being restricted to the provision of benefits under the Plan),subject only to the claims of the Employer’s general creditors.Without such Employer ownership,the Plan would not qualify as an “eligible deferred compensation plan”within the meaning of Internal Revenue Code section 457, so as to make tax benefits available to the Participants. SECTION 8:Declaration of Trust 8.1 Notwithstanding the provisions of Section 7,all Deferred Compensation credited to the Deferred Compensation Investment Fund,all property and rights purchased with amounts credited to the Deferred Compensation Investment Fund,and all income attributable to such amounts,property, or rights (collectively,the “Trust Estate”)shall be held,by the Employer as trustee,in trust for the exclusive benefit of the Participants and their beneficiaries,per the terms and conditions of Section 8.2 below.No portion of the Trust Estate shall revert to the Employer or be used or diverted to purposes other than the exclusive benefit of the Participants and their beneficiaries. 8.2 The Employer,as trustee,and in accordance with applicable law: (a)shall have the power to invest and reinvest the Trust Estate in all assets permitted under Government Code section 53609; (b)shall have the power to retain in cash,without obligation for interest,such portion of the Trust Estate as it may deem (i) advisable to meet Plan obligations,or (ii)to be in the best interests of the Plan; (c)shall have the power to retain,manage,operate,administer and otherwise deal with the Trust Estate in such manner as it deems appropriate; (d)shall have the power to transfer,sell,exchange,redeem and dispose of the assets of the Trust Estate,in any manner and at any time,by private or public sale or otherwise; (e)shall have the power,with respect to the assets of the Trust Estate, 2000.00019 50498_I CSD Draft No.1 5 August11,1997 APPENDIX A-3 to exercise all the rights of an individual owner,including,but not limited to,the power to give proxies,to participate in any voting trusts,mergers,consolidations or liquidations,and to exercise or sell stock subscriptions or conversion rights; (f)shall have the power to hold,authorize the holding of,and register any assets of the Trust Estate in any manner permitted by law; (g)shall have the power,in its discretion,to compromise,contest (whether through legal proceedings or otherwise),arbitrate,or abandon claims and demands on behalf of the Trust Estate and/or the Plan,and to commence,maintain or defend the Trust Estate and/or the Plan in suits or legal proceedings; (h)shall have the power to employ consultants,accountants, depositories,agents and legal counsel on behalf of the Trust Estate and/or the Plan; (i)shall have the power to open,maintain and close any bank account(s),in any federally insured financial institution permitted by law,in the name of the Plan,the Employer or,to the extent permitted by law,any nominee or agent of the Plan or the Employer; (j)shall have the power to charge to,and pay from,the Trust Estate: (i)any taxes levied or assessed upon or in respect to the assets of the Trust Estate,(ii)any commissions and similar expenses with respect to the assets of the Trust Estate,(iii)the reasonable compensation of any third-party manager or administrator utilized by the Employer in the management or administration of the Trust Estate and/or the Plan,and (iv)the reasonable expenses of such third-party manager or administrator or the Employer incurred in connection with Trust Estate and/or Plan management or administration (including,but not limited to,legal,accounting, investment and custodial services); (k)shall pay benefits to Plan Participants and their beneficiaries,in cash or in kind or partly in each,in accordance with the terms hereof; (I)shall have the power:(i)to retain any funds or property subject to 2000-00019 50498_i CSD Draft No.1 6 AUgUSt 11.1997 APPENDIX A-3 any dispute,without liability to pay interest,(ii)to decline to make payment or delivery of the funds or property until final adjudication of the dispute is made by a court of competent junsdiction,and (iii) to charge an Investment Account with the Employer’s legal expenses and costs incurred due to a dispute concerning that Investment Account; (m)shall have the power to make Participant loans,as described in Section 15; (n)shall administer the Plan and the Trust Estate as described in Sections 6,15 and this Section 8; shall have the discretion:(i)to make limited investment options available to the Participant and to change those investment options from time to time,(ii)to eliminate an investment option,even if all or a portion of a Participant’s Investment Account is already invested therein,with the result that such amount must be reinvested in another,permitted,investment),and (iii)to invest the amounts in a Participant’s Investment Account either as requested by the Participant,or as otherwise determined by the Employer; (p)shall not be required to invest the amounts in the Trust Estate; however,it is the Employer’s intent to invest and reinvest such amounts in a manner intended to increase the same,and the net interest,accumulation and increments thereon shall be credited to, and held in,the Trust Estate for the exclusive benefit of the Participants and their beneficiaries;the Employer shall not be responsible for any loss due to the investment or failure of investment of such assets;nor shall the Employer be required to replace any loss whatsoever which may result from said investments;and (q)shall have the power to make,execute,acknowledge and deliver any and all instruments necessary or proper for the accomplishment of,and to do any and all other acts that it may deem necessary or appropriate to carry out,the foregoing powers.” 7.Sections 10.1 and 10.2 of the Plan are hereby deleted in their entireties and the following language is hereby inserted in their places and steads: 2000-00019 50498_i CSD Dralt No.1 7 August11.1997 APPENDIX A-3 “1 0.1 Termination of Employment by Retirement The Participant is eligible to receive distributions of benefits,with respect to retirement,after the Participant has met the requirements for Normal Retirement and has retired from service with the Employer.The Participant may submit to the Employer an application for distribution of benefits under the Plan as early as the date he notifies the Employer of his intended retirement and as late as thirty (30)days following the actual date of termination of employment due to retirement.Pursuant to such application,the Participant shall elect one of the benefits described below,expressed in terms of both payment option and commencement date option.Except as otherwise provided in Subsection 10.1.3,the commencement date portion of such election shall become irrevocable upon the lapse of the thirtieth (30th)day following termination of employment with the Employer due to retirement. 10.1.1 Options Following the Participant’s termination of employment due to retirement and the receipt of such application,the Employer shall pay to the Participant one of the following benefits (expressed in terms of both payment option and commencement date option)as elected by the Participant: A.PAYMENT OPTION - (1)Options: (a)Consecutive equal monthly payments over a period of 36 months to 180 months,as determined by the Participant;provided,however,that any such period may not extend beyond the life expectancy of the Participant or the joint life and last survivor expectancy of the Participant and the Participant’s Category A Beneficiary.(This payment option may be satisfied through annuity distributions.) (b)Consecutive equal monthly payments for the life of the Participant or for the lives of the Participant and his Category A Beneficiary.(This payment option may be satisfied through annuity distributions.) (c)A single payment equal to the balance of the 2000-00019 50498_I CSD Draft No.1 8 August11.1997 APPENDIX A-3 Participant’s Investment Account. (d)A single lump-sum payment in an amount to be determined by the Participant,with the remainder of the Participant’s Investment Account to be paid under either payment option (a)or payment option (b) above. (2)Modified or Delayed Election: The Participant may modify his payment option election at any time until the date which is thirty (30)days before the commencement date as finally determined pursuant to Subsection 10.1.1,10.1.2,or 10.1.3,as applicable (the ~Final Commencement Date”).Or,the Participant may choose to defer making a payment option election altogether,until a date as late as thirty (30)days before the Final Commencement Date.Thirty (30)days before the Final Commencement Date,the most recent payment option election on file with the Employer shall become irrevocable. If there is no payment option election on file with the Employer at that time,the Employer shall pay the sum in the Participant’s Investment Account to the Participant according to payment option (C)above,on the Final Commencement Date. B.COMMENCEMENT DATE OPTION - (a)The first day of the third calendar month following the month in which termination of employment occurs,or (b)The first day of a later month as designated by the Participant. In the case of payment.option (d)above,the lump sum must be paid on the same date that the first payment over time is paid. C.LIMITATIONS - The foregoing options are limited by,and these payments shall be made subject to,the provisions of Sections 10.3,10.5,10.6 and 10.7 hereof. 2000.00019 50498_i CSDDraILNO.1 9 August11.1997 APPENDIX A-3 The total amount of any benefits paid pursuant to payment options (a) through (d)above shall not exceed the sum of the amounts deferred by the Participant,as adjusted for any earnings or losses thereon. 10.1.2 Default Election Should the Participant fail to elect one of the benefits hereunder by way of an application for retirement benefits filed with the Employer within thirty (30)days after retirement,the Employer shall pay the sum in the Participant’s Investment Account according to the “Benefit A”election previously made pursuant to either the Participation Agreement or a modification thereof.However,if there is no such previous election,then the Employer shall pay the sum in the Participant’s Investment Account according to payment option (C)above on the Required Beginning Date. 10.1.3 One-Time Change in Commencement Date Election Notwithstanding anything to the contrary in this Section 10.1,the Participant may,at any time after the first day of the third calendar month following the month in which termination of employment occurs,~ii~at least thirty (30)days before the scheduled commencement date,pursuant to either Subsection 10.1.1 or the Benefit UA~election on file with the Employer as of the date of retirement,elect to further defer the commencement date,to a date later than that previously elected (but not later than the Required Beginning Date).The Participant may exercise his or her right,under this Subsection 10.1.3,to file a changed commencement date election only once. 10.2 Termination of Employment Prior to Retirement Following the Termination of Service of a Participant,the Employer shall pay to the Participant the benefit elected by the Participant pursuant to either (a) “Benefit B”of the Participation Agreement submitted by the Participant at the time of election to participate in the Plan or (b)a later written election delivered to the Employer within thirty (30)days following Termination of Service.Except as otherwise provided in Subsection 10.2.3 below,the commencement date portion of the latest such election filed with the Employer shall become irrevocable upon the lapse of the thirtieth (30th) day following Termination of Service. 2000-00019 50498_I CSD Orafl P4o.1 August11.1997 APPENDIX A-3 10.2.1 Options A.PAYMENT OPTION - (1)Options: (a)Consecutive equal monthly payments over a period of 36 months to 180 months,as determined by the Participant;provided,however,that any such period may not extend beyond the life expectancy of the Participant or the joint life and last survivor expectancy of the Participant and the Participant’s Category A Beneficiary.(This payment option may be satisfied through annuity distributions.) (b)Consecutive equal monthly payments for the life of the Participant or for the lives of the Participant and his Category A Beneficiary.(This payment option may be satisfied through annuity distributions.) (c)A single payment equal to the balance of the Participant’s Investment Account. (d)A single lump-sum payment in an amount to be determined by the Participant,with the remainder of the Participant’s Investment Account to be paid under either payment option (a)or payment option (b) above. (2)Modified or Delayed Election: The Participant may modify his payment option election at any time until the date which is thirty (30)days before the commencement date as finally determined pursuant to Subsection 10.2.1,10.2.2,or 10.2.3,as applicable (the “Final Commencement Date”).Or,the Participant may choose to defer making a payment option election attogether,until a date as late as thirty (30)days before the Final Commencement Date.Thirty (30)days before the Final Commencement Date,the most recent payment option 2000.00019 50498_I CSDDi’aftNo.l 1 AuQust 11.1997 ~ppENDIX A-3 election on file with the Employer shall become irrevocable. If there is no payment option election on file with the Employer at that time,the Employer shall pay the sum in the Participant’s Investment Account to the Participant according to payment option (c)above,on the Final Commencement Date. B.COMMENCEMENT DATE OPTION - (a)The first day of the third calendar month following the month in which termination of employment occurs,or (b)The first day of a later month as designated by the Participant. In the case of payment option (d)above,the lump sum must be paid on the same date that the first payment over time is paid. C.LIMITATIONS - The foregoing options are limited by,and these payments shall be made; subject to,the provisions of Sections 10.3,10.5,10.6 and 10.7 hereof. The total amount of any benefits paid pursuant to payment options (a) through (d)above shall not exceed the sum of the amounts deferred by the Participant,as adjusted for any earnings or losses thereon. 10.2.2 Default Election Should the Participant fail to elect one of the benefits hereunder either pursuant to the “Benefit B”provisions of the Participation Agreement or pursuant to a subsequent written election delivered to the Employer within thirty (30)days after Termination of Service,then the Employer shall pay the total amount in the Participant’s Investment Account to the Participant in a single lump sum on the first day of the third calendar month following the month in which Termination of Service occurs.In no event,however, shall such payment occur later than the Required Beginning Date. 10.2.3 One-Time Change in Commencement Date Election Notwithstanding anything to the contrary in this Section 10.2,the 2000-00019 50498_i CSD Draft No.1 1 August 11.1997 APPENDiX A-3 Participant may,at any time after the first day of the third calendar month following the month in which Termination of Service occurs,~at least thirty (30)days before the scheduled commencement date,pursuant to either Subsection 10.2.1 or the Benefit “B”election on file with the Employer as of the date of Termination of Service,elect to further defer the commencement date,to a date later than that previously elected (but not later than the Required Beginning Date).The Participant may exercise his or her right,under this Subsection 10.2.3,to file a changed commencement date election only once.” 8.Section 10.4 of the Plan is hereby deleted in its entirety and the following language is hereby inserted in its place and stead: “10.4 Acceleration of Payment of Small Investment Accounts Notwithstanding the provisions of Sections 10.1 and 10.2 above,a Participant may elect to receive the full balance of his or her Investment Account at any time,but only on the following conditions: (a)the balance of the Investment Account does not exceed $3,500; (b)no amount has been deferred under the Plan with respect to the Participant during the two-year period ending on the date of the distribution;and (c)there has been no prior distribution to the Participant under this Section 10.4 (i.e.,the acceleration right can be exercised only once). Any distribution under this Section 10.4 shall be deemed a termination of participation in the Plan.The (former)Participant may re-elect to participate in the Plan,pursuant to Section 4.1,after a lapse of at least three (3)months after the date of distribution under this Section 10.4.” 9.Subsection 10.6.2 of the Plan is hereby deleted in its entirety and the following language is hereby inserted in its place and stead: “10.6.2 When Participant Dies either before the Required Beginnino Date or before Distributions Have Begun If a Participant dies either before the Required Beginning Date or before distribution of his Investment Account has begun,and,if any portion of the Investment Account is payable to (or for the benefit of)a Category 2000-00019 50498...1 CSD Draft No.1 13 August 11.1997 APPENDIX A-3 A or B Beneficiary,then the Employer shall pay such portion as follows- A.CATEGORY A BENEFICIARIES - (1)Category A Beneficiary Other than Surviving Sopuse If the Category A Beneficiary is other than the surviving spouse,the portion of the Investment Account payable to such beneficiary shall be distributed according to one of the following options,expressed in terms of both payment option and commencement date option: PAYMENT OPTION: (a)consecutive equal monthly payments over a period of 36 months to 60 months (but not exceeding the life expectancy of the Category A Beneficiary); (b)a single lump-sum payment;or (C)a combination of the benefits described in (a) and (b)above. COMMENCEMENT DATE OPTION: Such distributions shall begin on the date designated by either the Participant or,if permitted by the Participant,the Category A Beneficiary,but in no event later than December 31 of the calendar year immediately following the calendar year in which the Participant dies,If the Category A Beneficiary submits a permitted benefits election,the election must be filed with the Employer within ninety (90) days after the Participant’s death,and the earliest commencement date shall be the first day of the fifth calendar month following the month in which the death of the Participant occurred. 2000.00019 50498_I CSDDraftNo.1 14 August 11.1997 APPENDIX A-3 (2)Surviving SDouse If the Category A Beneficiary is the surviving spouse of the Participant,the portion of the Investment Account payable to the surviving spouse shall be distributed according to one of the following options,expressed in terms of both payment option and commencement date option: PAYMENT OPTION: (a)consecutive equal monthly payments over a period not to extend beyond the life expectancy of the surviving spouse; (b)a single lump-sum payment;or (C)a combination of the benefits described in (a) and (b)above. COMMENCEMENT DATE OPTION: Such distributions shall begin on the date designated by either the Participant or,if permitted by the Participant,the surviving spouse,but in no event later than the later of (i)December 31 of the calendar year immediately following the calendar year in which the Participant dies,and (ii)December 31 of the calendar year in which the Participant would have attained age 70Y2.Notwithstanding the foregoing,however,if as of the date of the Participant’s death,both the surviving spouse and another are Category A Beneficiaries, then distributions shall begin on or before December 31 of the calendar year immediately following the calendar year in which the Participant dies.If the surviving spouse submits a permitted benefits election,the election must be filed with the Employer within ninety (90)days after the Participant’s death, and the earliest commencement date shall be the first day of the fifth calendar month following the month in which the death of the Participant occurred. 2000-00019 50498_i CSDDraftNo.i 15 August11.1997 APPENDiX A-3 (3)Elections PARTICIPANT’S ELECTION: All elections (as to both payment option and commencement date)to be made under this Subsection 10.6.2 shall be made by the Participant pursuant to either the “Benefit C”provisions of the Participation Agreement or a later written election delivered to the Employer before the death of the Participant.Notwithstanding the foregoing,however, the Participant,in the Participation Agreement or such later written election,may specify that,following the death of the Participant,the Category A Beneficiary may elect,subject to the foregoing limitations,the form of payments and the commencement date of distributions. BENEFICIARY’S ELECTION: Any permitted beneficiary election must be in the form of a written election filed with the Employer no later than ninety (90)days following the date of death of the Participant.In the absence of any such timely election,the portion of the Investment Account payable to such Category A Beneficiary shall be distributed to him in a lump sum on the first day of the fifth calendar month following the month in which the death of the Participant occurs.The commencement date portion of the Beneficiary’s election shall become irrevocable on the date ninety (90)days after the Participant’s death.However,the Beneficiary may modify his payment option election up to thirty (30) days before the previously elected commencement date. (4)Death of a Category A Beneficiary If a Category A Beneficiary dies within six months of the date of the Participant’s death and before the entire portion of the Investment Account allocated to him has been paid 2000.00019 504981 CSDDrafIN0.1 16 August 11.1997 APPENDiX A-3 pursuant to this Subsection 10.6.2,then the remainder of such portion shall be paid to the contingent beneficiary,if any,designated by the Participant in either the Participation Agreement or a later written election delivered to the Employer before the Participant’s death,If there is no such contingent beneficiary,or if the Category A Beneficiary dies more than six months after the date of the Participant’s death and before the entire portion of the Investment Account allocated to him has been paid pursuant to this Subsection 10.6.2,then the remainder of such portion shall be paid to the estate of the deceased Category A Beneficiary.Any payment under this paragraph shall be made in a lump sum on the first day of the third calendar month following the month in which the death of the Category A Beneficiary occurs. B.CATEGORY B BENEFiCIARIES - If the beneficiary is a Category B Beneficiary,which is a validly existing legal entity (such as a charitable foundation or the estate of the Participant),the portion of the Investment Account payable to: such beneficiary shall be distributed as a lump sum on the first day of the third calendar month following the month in which the death of the Participant occurs. C.TRUST AS BENEFICIARY - The Participant may designate a trust as his beneficiary under the Plan.However,in that case,any beneficiary of the trust,who is eligible to receive trust distributions on account of payments from the Plan,shall be deemed to be a Category A Beneficiary under the Plan.(For example,if the Participant designates as his beneficiary a trust of which his surviving spouse is the life beneficiary,and elects lifetime payments,then for the purpose of this Subsection 10.6.2,the surviving spouse shall be deemed to be the Category A Beneficiary,and the terms of this subsection shall be applied by basing distributions on the life expectancy of the surviving spouse.)Notwithstanding the foregoing,however,a trust may only be designated as a beneficiary (and the beneficiary of the trust will only be deemed to be a Category A Beneficiary)if,as of the later of the date that the Participant submits to the Employer 2000-00019 50498_i CSDDraftNo.1 17 August 11.1997 APPENDIX A-3 the election in which the trust is named as a beneficiary or the Required Beginning Date,and as of all subsequent periods during which the trust is named as a beneficiary of the Plan,all of the following conditions are met:(1)the trust is a valid trust under state law,(2)the trust is irrevocable,(3)the beneficiaries of the trust can be identified from the trust instrument,and (4)a copy of the trust instrument has been provided to the Employer? 10.Subsection 10.7.3 of the Plan is hereby deleted in its entirety and the following language is hereby inserted in its place and stead: 0.7.3 Emoloyer Discretion to Accelerate Distributions The Employer,in its sole and absolute discretion,shall have the right,at any time when subparagraphs (a)-(c)of Section 10.4 are satisfied,to distribute the entire balance of the Participant’s Investment Account to the Participant.In addition,after distributions have begun under Sections 10.1,10.2 or 10.6,.if the balance of the Participant’s Investment Account,or any portion thereof payable to a beneficiary,should equal $3500.00 or less,the Employer,in its sole and absolute discretion and for administrative ease,may distribute such balance or such portion in a lump sum on the date of the first regularly scheduled payment of the next calendar year. Moreover,at any time after distributions have begun under Sections 10.1,10.2 or 10.6,if the Employer determines that the payment schedule as elected by the Participant,or by the Category A Beneficiary,if applicable,is such that monthly payments would be in an amount less than $200.00,then the Employer,in its sole and absolute discretion,may make distributions in the amount of $200.00 per month,until exhaustion of the Investment Account or portion thereof in question,irrespective of the fact that this would have the effect of shortening the distribution period originally elected by the Participant,or the Category A Beneficiary,if applicable.” 11.The following language is hereby added as subsection 10.7.5 of the Plan: U1075 Cost-of-Living Adjustment of Periodic Payments The Participant or a Category A Beneficiary,at the time of submitting a distribution option election permitted under Section 10.1,Section 10.2,or Section 10.6 of the Plan,may elect that any distributions made pursuant to a periodic payment option may be made not in equal 2000-00019 50498_I CSDDraItN0.1 18 August 11.1997 APPENDIX A-3 amounts,but rather in increasing amounts,based on increases in the cost-of-living..The formula for determining cost-of-living increases shall be established by the Employer from time to time.” 12.The Plan Section 12.1 cross-reference to Section 8 is hereby changed to a cross-reference to Section 7. 13.Section 12.3 of the Plan is hereby deleted in its entirety and the following language is hereby inserted in its place and stead: “12.3 A Participant,who was formerly employed by another public agency located within the State of California,may transfer, to the Plan,funds from an Internal Revenue Code section 457 eligible deferred compensation plan maintained by that former employer,if that eligible deferred compensation plan permits transfers to other section 457 eligible deferred compensation plans and if the Participant complies with all applicable terms and conditions of both the transfening plan and this Plan in effectuating the transfer.As a condition to transfer to this Plan,the Employer may require that assets transferred from another plan be in the form of cash or cash equivalents.” 14.The following language is hereby added as Section 15 of the Plan: “15:Participant Loans The Employer may establish a Participant loan program on the terms and conditions set forth in this Section 15, and any additional terms and conditions as the Employer may prescribe from time to time.If the Employer establishes such a loan program,the Participants may apply to the Employer for loans,to be secured by their respective Investment Accounts.In addition to such other terms and conditions as the Employer may prescribe,the following terms and conditions shall apply to the Participant loans. 15.1 Maximum Loan Amount The outstanding aggregate balance of all loans made to the Participant under the Plan shall hot exceed the lesser of: (a)fifty thousand dollars ($50,000),reduced by the excess (if any)of (I)the highest outstanding balance of loans from the Plan during 2000.00019 504981 CSDDraftNo.1 19 August11.1997 APPENDIX A-3 the one-year period ending on the day before the date on which such loan was made,over (ii)the outstanding balance of loans from the Plan on the date on which such loan was made,or (b)one-half of the present value of the nonforfeitable accrued benefit of the Participant under the Plan. (For the purpose of determining the maximum loan amount under this Section 15.1,all deferred compensation plans of the Employer shall be treated as one plan.) 15.2 Maximum Loan Term Except as otherwise provided in this Section 15, each loan shall be repaid in full within five (5)years.However,the five-year limitation shall not apply if the purpose of the loan is to enable the Participant to acquire a dwelling unit which,within a reasonable period of time (to be determined by the Employer at the time the loan is made),is to be used as the Participant’s principal residence. 15.3 Promissory Note The loan shall be evidenced by an interest-bearing promissory note,payable to the Employer.The promissory note shall be fully amortized,with payments to be made at such intervals as provided therein, which shall be no less frequently than quarterly.The promissory note shall contain terms and conditions as are required by this Section 15,and such additional terms and conditions as are established by the Employer from time to time. 15.4 Collateral/Security The loan shall be secured by the Participant’s assignment,to the Employer,of the Participant’s right,title and interest in and to his or her Investment Account,or such portion thereof as the Employer,in its sole and absolute discretion,determines to be adequate security under the circumstances. 15.5.Distributions No distribution of any portion of a Participant’s Investment Account shall be made to any Participant,or to any beneficiary of the Participant, until such time as all Participant loans and accrued interest thereon are repaid in full.Notwithstanding the foregoing,however,the Employer,in its sole discretion, may permit an emergency withdrawal,under the terms and conditions described in Section 11 above,provided such emergency withdrawal shalt not cause the then outstanding balance of the Participant’s loan to exceed the maximum loan amount described in Section 15.1 above. 2000.00019 50498_i CSD Drift No.I August11.1997 APPEI~D1X A-3 15.6 Repayment Loan repayments shall be made by payroll deduction,or when repayment cannot be made by payroll deduction,then by check. Notwithstanding any provision of Section 15.2 to the contrary,the outstanding balance of all loans to a Participant shall immediately become due and payable in full on Termination of Service for any reason.If the loan is not paid in full within thirty (30)days of Termination of Service,the unpaid balance shall be deducted from any Plan benefit payable to the Participant or the Participant’s beneficiary.In addition,in the event of default in repayment of a loan,the Employer,in its sole and absolute discretion,may deem the loan to be immediately due and payable in full,in which case the Employer may pursue any and all remedies available at law or in equity,and may Iiquidate.the security and apply it to satisfy the then outstanding balance under the loan,treat the then outstanding balance as a distribution to the Participant,and reduce the amount of the Participant’s Investment Account by such amount. 15.7 Participant Loan Account Notwithstanding any provision of Section 6.3 to the contrary,upon delivery,to the Employer,of the executed promissory note and assignment of interest in the Participant’s Investment Account,the Employer shall establish a loan account for the Participant (the “Participant’s Loan Account”),and transfer from the Participant’s Investment Account to the Participant’s Loan Account an amount equal to the amount of the Participant’s loan.The assets of the Participant’s Loan Account may be invested and reinvested only in promissory notes payable to the Employer by the Participant, or in cash.The Employer shall not be liable for any loss resulting from the Participant’s breach of his payment obligations under such promissory note(s). Uninvested cash balances in a Participant’s Loan Account shall not bear interest. Repayments of principal and interest shall be transferred to the Participant’s Investment Account and invested as provided in Sections 6 and 8.The amount of the Participant’s Loan Account shall be reduced by the amount of each such transfer. 15.8 Application Procedures.Loan Requirements.Terms and Conditions.and Accounting Procedures From time to time,the Employer shall establish loan application procedures,loan requirements,loan terms and conditions,and loan accounting procedures.The application procedures,loan requirements,terms and conditions,and accounting procedures shall be uniform and non discriminatory.From time to time,the Employer shall set an interest rate for new loans,based on prevailing rates.Loans made at different times may be subject to different interest rates,due to the difference in prevailing rates at the time.” 2000.00019 50498_i CSD Draft No.1 August11.1997 APPENDIX A-3 15.The Plan shall continue in full force and effect except as expressly amended herein. 2000.00019 50498_i CSD Draft No.I August11.1997 APPENDIX A-3