Tax Sheltered Annuity Plan

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					   Holton Public Schools
403(b) Tax Sheltered Annuity
                               Table of Contents

Plan Provisions Section
Section I: Definition of Terms Used
Section II: Participation and Contributions
Section III: Limitations on Amounts Deferred
Section IV: Loans
Section V: Benefit Distributions
Section VI: Rollovers to the Plan and Transfers
Section VII: Investment of Contributions
Section VIII: Amendment and Plan Termination
Section IX: Miscellaneous
Section X: Employer Contributions
Section XI: Roth 403(b) Contributions
                            Plan Provisions Section
                   (Please refer to adoption instructions enclosed.)

1. Employer Information

Employer name: Holton Public Schools
Employer address: PO Box 159 Holton MI 49425
Person at Employer to contact: Kathleen Hamilton
Contact’s telephone number: 231-821-1703
Contact’s email address:

2. Plan name: Holton Public Schools 403(b) Tax Sheltered Annuity Plan

3. Plan Effective/Restatement date: January 1, 2009

4. Employer State: Michigan

5. The Administrator (see Section 1.3) shall mean the following person(s) or
organization and shall perform the following administrative service functions for
the Plan:

 Name                            Administrative Services Performed
 GLP Strategic                   Included in Investment Provider Service
 Administrative Group LLC        Agreement

6. Valuation Date (see Section 1.22) shall mean:

             The last business day of each month

7. List of Funding Vehicles (see Section 1.13) that are authorized to receive
Elective Deferrals, Roth 403(b) Contributions, and Employer Contributions under
the Plan, including Annuity Contracts and Custodial Accounts offered by:

□ MEA Financial
□ Lincoln National
□ Jackson National
□ American General
□ MassMutual Financial
□ Farm Bureau Annuity Co
□ GLP and Associates
□ TRowe Price
8: List of Vendors that can receive Contract Exchanges (see Section 6.4).

□ MEA Financial
□ Lincoln National
□ Jackson National
□ American General
□ MassMutual Financial
□ Farm Bureau Annuity Co
□ GLP and Associates
□ TRowe Price

9. Roth 403(b) Contributions (see Section 11) shall not be permitted under the

10. (a) Employer Discretionary Contributions (see Section 10):
       shall be permitted under the Plan.

If permitted, for each Plan Year, the Employer Discretionary Contribution shall

□ An amount, determined uniformly with respect to each Employee classification
within the applicable collective bargaining agreement, to the Employer
Contributions Account of each Participant as specified in the applicable collective
bargaining agreement.

(b) If permitted, Employer Distribution Contributions shall be made to the
        following Participants:

All Employees

Other (specify): VSP and/or ERI agreements only

11. (a) Employer Matching Contributions (see Section 10):

      shall not be permitted under the Plan.
12. Signature and acknowledgement

Please note that this document is offered by GLP Strategic Administrative Group,
LLC as:

   • a 403(b) plan document for public schools intended to meet the
       requirements of the final 403(b) regulations issued on July 24, 2007
       (Federal Register (72 FR 41128));
   • a plan document substantially similar to the IRS model plan language under
       Rev. Proc. 2007-71. Additional features in this 403(b) plan document are
       the ability to offer Roth 403(b) and/or Employer Contributions under your
       403(b) plan, which are not addressed by the IRS model plan language.
       The document has not been reviewed or approved by the Internal
       Revenue Service.

A plan sponsor (the district) may review this plan document, together with legal
counsel to the extent appropriate, to determine whether additional modifications
to the plan document may be necessary to address specific facts, circumstances,
and applicable law.

If a plan sponsor elects to adopt this plan document, it must complete the Plan
Provisions Section and return the Section to GLP Strategic Administrative Group,
LLC to the following address:

ATTN: Michael McEvilly
37000 W. 12 Mile Rd. Ste 101
Farmington Hills, MI 48331

If GLP Strategic Administrative Group, LLC does not receive a copy of the
completed Plan Provisions Section from the plan sponsor, we cannot provide
future updates to this plan document as they become available.

IN WITNESS WHEREOF, the undersigned individual, as authorized by the
Employer, has caused this Plan to be executed this
_11th__ day of _August __, _2008_____.

Employer: __Holton Public Schools_______
By: ________________________________
Title: ___Superintendent________________
                                         1.3 "Administrator": means the
             Section 1                   person(s) or organization, such as
     Definition of Terms Used            the Vendor, third party administrator
                                         or other designee, approved by the
The following words and terms,           Employer to administer the Plan and
when used in the Plan, have the          perform administrative functions for
meaning set forth below.                 the Plan as identified in the Plan
                                         Provisions Section.
1.1 "Account": The account or
accumulation maintained for the          1.4 "Annuity Contract": A
benefit of any Participant or            nontransferable contract as defined
Beneficiary under an Annuity             in Section
Contract or a Custodial Account.         403(b)(1) of the Code, established
                                         for each Participant by the Employer,
1.2 "Account Balance": The               or by each
bookkeeping account maintained for       Participant individually, that is issued
each Participant which reflects the      by an insurance company qualified
aggregate amount credited to the         to issue annuities in the State in
Participant’s Account under all          which the Employer is located as
Accounts, including the Participant’s    indicated in the Plan Provisions
Elective Deferrals, any Employer         Section and that includes payment in
Contributions, and Roth 403(b)           the form of an annuity.
Contributions, the earnings or loss of
each Annuity Contract or a Custodial     1.5 "Beneficiary": The designated
Account (net of expenses) allocable      person who is entitled to receive
to the Participant, any transfers for    benefits under the Plan after the
the Participant’s benefit, and any       death of a Participant, subject to
distribution made to the Participant     such additional rules as may be set
or the Participant’s Beneficiary. If a   forth in the Individual Agreements.
Participant has more than one
Beneficiary at the time of the           1.6 "Custodial Account": The
Participant’s death, then a separate     group or individual custodial account
Account Balance shall be maintained      or accounts, as defined in Section
for each Beneficiary. The Account        403(b)(7) of the Code, established
Balance includes any account             for each Participant by the Employer,
established under Section 6 for          or by each Participant individually, to
rollover contributions and plan-to-      hold assets of the Plan.
plan transfers made for a Participant,
the account established for a            1.7 "Code": The Internal Revenue
Beneficiary after a Participant’s        Code of 1986, as now in effect or as
death, and any account or accounts       hereafter amended. All citations to
established for an alternate payee       Sections of the Code are to such
(as defined in Section 414(p)(8) of      Sections as they may from time to
the Code).                               time be amended or renumbered.
1.8 "Compensation": All cash              appointed only if the individual has
compensation for services to the          received training, or is experienced,
Employer, including salary, wages,        in the field of education. A public
fees, commissions, bonuses, and           office includes any elective or
overtime pay, that is includible in the   appointive office of a State or local
Employee's gross income for the           government.
calendar year, plus amounts that
would be cash compensation for            1.12 "Employer": The public school
services to the Employer includible in    adopting this Plan indicated in the
the Employee's gross income for the       Plan Provisions Section.
calendar year but for a
compensation reduction election           1.13 Funding Vehicles ": The
under Section 125, 132(f), 401(k),        Annuity Contracts or Custodial
403(b), or 457(b) of the Code             Accounts issued for funding amounts
(including an election under Section      held under the Plan and specifically
2 made to reduce compensation in          approved by Employer for use under
order to have Elective Deferrals          the Plan and are identified in the
under the Plan).                          Plan Provisions Section.

1.9 "Disabled": The definition of
disability provided in the applicable     1.14 "Includible Compensation":
Individual Agreement.                     An Employee’s actual wages in box
                                          1 of Form W-2 for the most recent
1.10 "Elective Deferral": The             one-year period of service for the
Employer contributions made to the        Employer, but increased (up to the
Plan at the election of the Participant   dollar maximum) by any
in accordance with Section 2 in lieu      compensation reduction election
of receiving cash compensation.           under Section 125, 132(f), 401(k),
Elective Deferrals are limited to pre-    403(b), or 457(b) of the Code
tax salary reduction contributions.       (including any Elective Deferral
                                          under the Plan). The amount of
1.11 "Employee": Each individual,         Includible Compensation is
whether appointed or elected, who is      determined without regard to any
a common law employee of the              community property laws. Pursuant
Employer performing services for a        to Reg. Section 1.415(c)-2(e)(3) of
public school as an employee of the       the Income Tax Regulations,
Employer. This definition is not          Includible Compensation will include
applicable unless the employee’s          any payments made to a Participant
compensation for performing               who has had a Severance from
services for a public school is paid      Employment, provided that the
by the Employer. Further, a person        Includible Compensation is paid by
occupying an elective or appointive       the later of 2 ½ months after the
public office is not an employee          Participant’s Severance from
performing services for a public          Employment or the end of the Plan
school unless such office is one to       Year that contains the date of such
which an individual is elected or         Participant’s Severance from
Employment. In addition, pursuant to      1.19 “Related Employer”: The
Reg. Section 1.415(c)-2(e)(4) of the      Employer and any other entity which
Income Tax Regulations, Includible        is under common control with the
Compensation will include payments        Employer under Section 414(b) or (c)
made to an individual who does not        of the Code. For this purpose, the
currently perform services for the        Employer shall determine which
Employer by reason of qualified           entities are Related Employers
military service (as defined in           based on a reasonable, good faith
Section 414(u)(5) of the Code) to the     standard and taking into account the
extent those payments do not              special rules applicable under Notice
exceed the amount the individual          89-23, 1989-1 C.B. 654.
would have received if the individual
had continued to perform services         1.20 “Severance from
for the Employer rather than enter        Employment": For purpose of the
qualified military service. If the Plan   Plan, Severance from Employment
permits Employer Contributions            means Severance from Employment
pursuant to Section 10, then such         with the Employer and any Related
Employer Contributions shall be           Entity. However, a Severance from
subject to a maximum of $200,000          Employment also occurs on any date
(or such higher maximum as may            on which an Employee ceases to be
apply under Section 401(a)(17) of         an employee of a public school, even
the Code).                                though the Employee may continue
                                          to be employed by a Related
1.15 "Individual Agreement": The          Employer that is another unit of the
agreements between a Vendor and           State or local government that is not
the Employer or a Participant that        a public school or in a capacity that
constitutes or governs a Custodial        is not employment with a public
Account or an Annuity Contract with       school (e.g., ceasing to be an
respect to that Participant’s Account.    employee performing services for a
                                          public school but continuing to work
1.16 "Participant": An individual for     for the same State or local
whom Elective Deferrals (or Roth          government employer).
403(b) Contributions) are currently
being made, or for whom Elective          1.21 “Vendor": The provider of an
Deferrals (or Roth 403(b)                 Annuity Contract or Custodial
Contributions) have previously been       Account.
made, under the Plan and who has
not received a distribution of his or     1.22 "Valuation Date": means the
her entire benefit under the Plan.        date(s) selected in the Plan
                                          Provisions Section.
1.17 "Plan": The name of the plan
as indicated in the Plan Provisions                    Section 2
Section.                                   Participation and Contributions

1.18 “Plan Year”: The calendar            2.1 Eligibility. Each Employee shall
year.                                     be eligible to participate in the Plan
and elect to have Elective Deferrals    conditions of the Individual
or Roth 403(b) Contributions in         Agreements. All Elective Deferrals
accordance with Section 11 made on      shall be made on a pre-tax basis. All
his or her behalf hereunder             Roth 403(b) Contributions shall be
immediately upon becoming               made in accordance with the terms
employed by the Employer.               of Section 11. An Employee shall
                                        become a Participant as soon as
                                        administratively practicable following
2.2 Compensation Reduction              the date applicable under the
Election. General Rule. An              Employee’s election.
Employee elects to become a
Participant by executing an election    2.3 Information Provided by the
to reduce his or her Compensation       Employee. Each Employee enrolling
(and have that amount contributed       in the Plan should provide to the
as an Elective Deferral and/or Roth     Administrator at the time of initial
403(b) Contributions in accordance      enrollment, and later if there are any
with Section 11 on his or her behalf)   changes, any information necessary
and filing it with the Administrator.   or advisable for the Administrator to
This Compensation reduction             administer the Plan, including any
election shall be made on the           information required under the
agreement provided by the               Individual Agreements.
Administrator under which the
Employee agrees to be bound by all      2.4 Change in Elective Deferrals
the terms and conditions of the Plan.   Election. Subject to the provisions of
The Administrator may establish an      the applicable Individual
annual minimum deferral amount no       Agreements, an Employee may at
higher than $200, and may change        any time revise his or her
such minimum to a lower amount          participation election, including a
from time to time. The participation    change of the amount of his or her
election shall also include             Elective Deferrals (and/or Roth
designation of the Funding Vehicles     403(b) Contributions), his or her
and Accounts therein to which           investment direction, and/or his or
Elective Deferrals (and/or Roth         her designated Beneficiary. A
403(b) Contributions) are to be made    change in the amount of Elective
and a designation of Beneficiary.       Deferrals (and/or Roth 403(b)
Any such election shall remain in       Contributions) investment direction
effect until a new election is filed.   shall take effect as of the date
Only an individual who performs         provided by the Administrator on a
services for the Employer as an         uniform basis for all Employees. A
Employee may reduce his or her          change in the Beneficiary
Compensation under the Plan. Each       designation shall take effect when
Employee will become a Participant      the election is accepted by the
in accordance with the terms and        Vendor.

                                        2.5 Contributions Made Promptly.
                                        All contributions under the Plan shall
be transferred to the applicable          the extent provided in the Individual
Funding Vehicle within 15 business        Agreements) by the least of:
days following the end of the month         (a) $3,000;
in which the amount would otherwise         (b) The excess of:
have been paid to the Participant.          (1) $15,000, over
                                                 (2) The total special 403(b)
2.6 Leave of Absence. Unless an                  catch-up elective deferrals
election is otherwise revised, if an             made for the qualified
Employee is absent from work by                  Employee by the qualified
leave of absence, Elective Deferrals             organization for prior years; or
(and/or Roth 403(b) Contributions)          (c) The excess of:
under the Plan shall continue to the              (1) $5,000 multiplied by the
extent that Compensation continues.              number of years of service of
                                                 the Employee with the
            Section 3                            qualified organization, over
Limitations on Amounts Deferred                  (2) The total Elective
                                                 Deferrals and, if applicable,
3.1 Basic Annual Limitation.                     Roth 403(b) Contributions
Except as provided in Sections 3.2               made for the Employee by the
and 3.3, the maximum amount of the               qualified organization for prior
Elective Deferrals (and/or Roth                  years made pursuant to this
403(b) Contributions to the extent               subsection.
permitted under Section 11) under
the Plan for any calendar year shall       For purposes of this Section 3.2, a
not exceed the lesser of (a) the           “qualified employee” means an
applicable dollar amount or (b) the        Employee who has completed at
Participant's Includible                   least 15 years of service taking into
Compensation for the calendar year.        account only employment with the
The applicable dollar amount is the        Employer.
amount established under Section
402(g)(1)(B) of the Code, which is         3.3 Age 50 Catch-up Elective
$15,500 for 2008, and is adjusted for      Deferral Contributions. An
cost-of-living thereafter to the extent    Employee who is a Participant who
provided under Section 415(d) of the       will attain age 50 or more by the
Code.                                      end of the calendar year is
                                           permitted to elect an additional
3.2 Special Section 403(b) Catch-          amount of Elective Deferrals
up Limitation for Employees With           (and/or Roth 403(b) Contributions),
15 Years of Service. Because the           up to the maximum age 50 catch-
Employer is a qualified organization       up Elective Deferrals (or Roth
(within the meaning of Section             403(b) Contributions) for the year.
1.403(b)-4(c)(3)(ii) of the Income Tax     The maximum dollar amount of the
Regulations), the applicable dollar        age 50 catch-up Elective Deferrals
amount under Section 3.1(a) for any        (or Roth 403(b) Contributions) for a
“qualified Employee” is increased (to      year is $5,000 for 2008, and is
                                           adjusted for cost-of-living thereafter
to the extent provided under the         Related Entity shall be taken into
Code.                                    account for purposes of Section 3.2
                                         only if the other plan is a Code
3.4 Coordination. Amounts in             Section 403(b) plan.
excess of the limitation set forth in
Section 3.1 shall be allocated first     3.6 Correction of Excess Elective
to the special 403(b) catch-up           Deferrals. If the Elective Deferrals
under Section 3.2 and next as an         (or Roth 403(b) Contributions) on
age 50 catch-up contribution under       behalf of a Participant for any
Section 3.3. However, in no event        calendar year exceeds the
can the amount of the Elective           limitations described above, or the
Deferrals (or Roth 403(b)                Elective Deferral s (and/or Roth
Contributions) for a year be more        403(b) Contributions) on behalf of a
than the Participant’s                   Participant for any calendar year
Compensation for the year.               exceeds the limitations described
                                         above when combined with other
3.5 Special Rule for a Participant       amounts deferred by the
Covered by Another Section               Participant under another plan of
403(b) Plan. For purposes of this        the employer under Section 403(b)
Section 3, if the Participant is or      of the Code (and any other plan
has been a participant in one or         that permits elective deferrals
more other plans under Section           under Section 402(g) of the Code
403(b) of the Code (and any other        for which the Participant provides
plan that permits elective deferrals     information that is accepted by the
under Section 402(g) of the Code),       Administrator), then the Elective
then this Plan and all such other        Deferral (and to the extent
plans shall be considered as one         applicable, Roth 403(b)
plan for purposes of applying the        Contributions), to the extent in
foregoing limitations of this Section    excess of the applicable limitation
3. For this purpose, the                 (adjusted for any income or loss in
Administrator shall take into            value, if any, allocable thereto),
account any other such plan              shall be distributed to the
maintained by any Related                Participant. Excess Deferrals (and,
Employer and shall also take into        if applicable, Roth 403(b)
account any other such plan for          Contributions) will be distributed to
which the Administrator receives         the Participant, with allocable net
from the Participant sufficient          income, no later than April 15 of
information concerning his or her        the following taxable year or
participation in such other plan.        otherwise in accordance with
Notwithstanding the foregoing,           Section 402(g) of the Code.
another plan maintained by a
                                        3.7 Protection of Persons Who
                                        Serve in a Uniformed Service. An
                                        Employee whose employment is
                                        interrupted by qualified military
                                        service under Section 414(u) of the
Code or who is on a leave of               the limitations on loans set forth in
absence for qualified military service     Section 4.3, including the collection
under Section 414(u) of the Code           of information from Vendors, and
may elect to make additional Elective      transmission of information
Deferrals upon resumption of               requested by any Vendor,
employment with the Employer equal         concerning the outstanding balance
to the maximum Elective Deferrals          of any loans made to a Participant
that the Employee could have               under the Plan or any other plan of
elected during that period if the          the Employer. The Administrator
Employee’s employment with the             shall also take such steps as may be
Employer had continued (at the             appropriate to collect information
same level of Compensation) without        from Vendors, and transmission of
the interruption or leave, reduced by      information to any Vendor,
the Elective Deferrals, if any, actually   concerning any failure by a
made for the Employee during the           Participant to repay timely any loans
period of the interruption or leave.       made to a Participant under the Plan
Except to the extent provided under        or any other plan of the Employer.
Section 414(u) of the Code, this right
applies for five years following the       4.3 Maximum Loan Amount. No
resumption of employment (or, if           loan to a Participant under the Plan
sooner, for a period equal to three        may exceed the lesser of:
times the period of the interruption or
leave).                                    (a) $50,000, reduced by the greater
               Section 4                   of (i) the outstanding balance on any
                 Loans                     loan from the Plan to the Participant
                                           on the date the loan is made or (ii)
4.1 Loans. Loans shall be permitted        the highest outstanding balance on
under the Plan to the extent               loans from the Plan to the Participant
permitted by the Individual                during the one-year period ending on
Agreements controlling the Account         the day before the date the loan is
assets from which the loan is made         approved by the Administrator (not
and by which the loan will be              taking into account any payments
secured.                                   made during such one-year period);
4.2 Information Coordination
Concerning Loans. Each Vendor is           (b) one half of the value of the
responsible for all information            Participant’s vested Account Balance
reporting and tax withholding              (as of the Valuation Date
required by applicable federal and         immediately preceding the date on
state law in connection with               which such loan is approved by the
distributions and loans. To minimize       Administrator).
the instances in which Participants
have taxable income as a result of         For purposes of this Section 4.3, any
loans from the Plan, the                   loan from any other plan maintained
Administrator shall take such steps        by the Employer and any Related
as may be appropriate to coordinate        Employer shall be treated as if it
were a loan made from the Plan, and        the Code and the regulations
the Participant’s vested interest          thereunder. For purposes of applying
under any such other plan shall be         the distribution rules of Section
considered a vested interest under         401(a)(9) of the Code, each
this Plan; provided, however, that the     Individual Agreement is treated as
provisions of this paragraph shall not     an individual retirement account
be applied so as to allow the amount       (IRA) and distributions shall be made
of a loan to exceed the amount that        in accordance with the provisions of
would otherwise be permitted in the        Section 1.408-8 of the Income Tax
absence of this paragraph.                 Regulations, except as provided in
                                           Section 1.403(b)-6(e) of the Income
             Section 5                     Tax Regulations.
        Benefit Distributions
                                           5.3 In-Service Distributions From
5.1 Benefit Distributions At               Rollover Account. If a Participant
Severance from Employment or               has a separate account attributable
Other Distribution Event. Except           to rollover contributions to the Plan,
as permitted under Section 3.6             to the extent permitted by the
(relating to excess Elective               applicable Individual Agreement, the
Deferrals), Section 5.4 (relating to       Participant may at any time elect to
withdrawals of amounts rolled over         receive a distribution of all or any
into the Plan), Section 5.5 (relating to   portion of the amount held in the
hardship), or Section 8.3 (relating to     rollover account.
termination of the Plan), distributions
from a Participant’s Account may not       5.4 Hardship Withdrawals. (a)
be made earlier than the earliest of       Hardship withdrawals shall be
the date on which the Participant has      permitted under the Plan in
a Severance from Employment, dies,         accordance with the financial need
becomes Disabled, or attains age           safe harbor rules described in
59½. Distributions shall otherwise be      Section 1.401(k)-1(d)(3)(iii)(B) of the
made in accordance with the terms          Income Tax Regulations to the
of the Individual Agreements.              extent permitted by the Individual
Notwithstanding the foregoing,             Agreements controlling the Account
Elective Deferrals made to an              assets to be withdrawn to satisfy the
Annuity Contract and corresponding         hardship. If applicable under an
earnings as of December 31, 1988           Individual Agreement, no Elective
are “grandfathered” and withdrawal         Deferrals (or Roth 403(b)
restrictions do not apply to the extent    Contributions) shall be allowed under
that such amounts can be                   the Plan during the 6-month period
appropriately identified by the            beginning on the date the Participant
Vendor.                                    receives a distribution on account of
5.2 Minimum Distributions. Each
Individual Agreement shall comply          (b) The Individual Agreements shall
with the minimum distribution              provide for the exchange of
requirements of Section 401(a)(9) of       information among the Employer and
the Vendors to the extent necessary        distribution to a Beneficiary who at
to implement the Individual                the time of the Participant’s death
Agreements, including, in the case of      was neither the spouse of the
a hardship withdrawal that is              Participant nor the spouse or former
automatically deemed to be                 spouse of the participant who is an
necessary to satisfy the Participant’s     alternate payee under a domestic
financial need (pursuant to Section        relations order, a direct rollover is
1.401(k)-1(d)(3)(iv)(E) of the Income      payable only to an individual
Tax Regulations), the Vendor               retirement account or individual
notifying the Employer of the              retirement annuity (IRA) that has
withdrawal in order for the Employer       been established on behalf of the
to implement the resulting 6-month         Beneficiary as an inherited IRA
suspension of the Participant’s right      (within the meaning of Section
to make Elective Deferrals (or Roth        408(d)(3)(C) of the Code).
403(b) Contributions) under the Plan.
                                           (b) Each Vendor shall be separately
(c) An Individual Agreement may            responsible for providing, within a
make distributions to a Participant for    reasonable time period before
expenses described in Section              making an initial eligible rollover
1.401(k)-1(d)(3)(iii)(B)(1), (3), or (5)   distribution, an explanation to the
of the Income Tax Regulations for a        Participant of his or her right to elect
primary Beneficiary. For this              a direct rollover and the income tax
purpose, a "primary Beneficiary" is        withholding consequences of not
an individual who is named as a            electing a direct rollover.
Beneficiary and has an unconditional
right to all or a portion of the Account   (c) A Participant or a spouse who is
balance upon the death of the              the designated Beneficiary of the
Participant.                               Participant may elect to roll over
                                           amounts in accordance with Section
5.6 Rollover Distributions. (a) A          408A(e) of the Code directly to a
Participant or the Beneficiary of a        Roth IRA.
deceased Participant (or a
Participant’s spouse or former                         Section 6
spouse who is an alternate payee                Rollovers to the Plan and
under a domestic relations order, as                   Transfers
defined in Section 414(p) of the
Code) who is entitled to an eligible       6.1 Eligible Rollover Contributions
rollover distribution may elect to         to the Plan.
have any portion of an eligible
rollover distribution (as defined in       (a) Eligible Rollover Contributions.
Section 402(c)(4) of the Code) from        To the extent provided in the
the Plan paid directly to an eligible      Individual Agreements, an Employee
retirement plan (as defined in             who is a Participant who is entitled to
Section 402(c)(8)(B) of the Code)          receive an eligible rollover
specified by the Participant in a          distribution from another eligible
direct rollover. In the case of a          retirement plan may request to have
all or a portion of the eligible rollover    distribution that is a required
distribution paid to the Plan. Such          minimum distribution under Section
rollover contributions shall be made         401(a)(9) of the Code; (4) corrective
in the form of cash only. The Vendor         distributions of excess contributions
may require such documentation               under a qualified cash or deferred
from the distributing plan as it deems       arrangement described in Section
necessary to effectuate the rollover         1.401(k)-2(b)(2) of the Income Tax
in accordance with Section 402 of            Regulations and excess aggregate
the Code and to confirm that such            contributions described in Section
plan is an eligible retirement plan          1.401(m)-2(b)(2) of the Income Tax
within the meaning of Section                Regulations, together with the
402(c)(8)(B) of the Code. However,           income allocable to these
in no event does the Plan accept a           distributions; (5) loans that are
rollover contribution from a Roth            treated as deemed distributions
elective deferral account under an           pursuant to Section 72(p) of the
applicable retirement plan described         Code and (6) similar items
in Section 402A(e)(1) of the Code or         designated by the Commissioner in
a Roth IRA described in Section              revenue rulings, notices, and other
408A of the Code.                            guidance published in the Internal
                                             Revenue Bulletin. In addition, an
(b) Eligible Rollover Distribution.          eligible retirement plan means an
For purposes of Section 6.1(a), an           individual retirement account
eligible rollover distribution means         described in Section 408(a) of the
any distribution of all or any portion       Code, an individual retirement
of a Participant’s benefit under             annuity described in Section 408(b)
another eligible retirement plan,            of the Code, a qualified trust
except that an eligible rollover             described in Section 401(a) of the
distribution does not include (1) a          Code, an annuity plan described in
payment if it is part of a series of         Section 403(a) or 403(b) of the
equal (or almost equal) payments             Code, or an eligible governmental
that are made at least once a year           plan described in Section 457(b) of
and that will last for (i) the life of the   the Code, that accepts the eligible
Participant (or the joint lives of the       rollover distribution.
Participant and the Participant's
Beneficiary), (ii) the life expectancy       (c) Separate Accounts. The Vendor
of the Participant (or the joint life and    shall establish and maintain for the
last survivor expectancy of the              Participant a separate account for
Participant and the Participant's            any eligible rollover distribution paid
Beneficiary), or (iii) any installment       to the Plan.
payment for a period of 10 years or
more; (2) any distribution made as a         6.2 Plan-to-Plan Transfers to the
result of an unforeseeable                   Plan. (a) At the direction of the
emergency or other distribution              Employer, for a class of Employees
which is made upon hardship of the           who are participants or beneficiaries
Participant; (3) for any other               in another plan under Section 403(b)
distribution, the portion, if any, of the    of the Code, the Administrator may
permit a transfer of assets to the         must provide that, to the extent any
Plan as provided in this Section 6.2.      amount transferred is subject to any
Such a transfer is permitted only if       distribution restrictions required
the other plan provides for the direct     under Section 403(b) of the Code,
transfer of each person’s entire           the Individual Agreement must
interest therein to the Plan and the       impose restrictions on distributions to
participant is an employee or former       the Participant or Beneficiary whose
employee of the Employer. The              assets are being transferred that are
Administrator and any Vendor               not less stringent than those
accepting such transferred amounts         imposed on the transferor plan and
may require that the transfer be in        (2) the transferred amount shall not
cash or other property acceptable to       be considered an Elective Deferral
it. The Administrator or any Vendor        under the Plan in determining the
accepting such transferred amounts         maximum deferral under Section 3.
may require such documentation
from the other plan as it deems            6.3 Plan-to-Plan Transfers from
necessary to effectuate the transfer       the Plan. (a) At the direction of the
in accordance with Section 1.403(b)-       Employer, the Administrator may
10(b)(3) of the Income Tax                 permit a class of Participants and
Regulations and to confirm that the        Beneficiaries to elect to have all or
other plan is a plan that satisfies        any portion of their Account Balance
Section 403(b) of the Code.                transferred to another plan that
                                           satisfies Section 403(b) of the Code
(b) The amount so transferred shall        in accordance with Section 403(b)-
be credited to the Participant’s           10(b)(3) of the Income Tax
Account Balance, so that the               Regulations. A transfer is permitted
Participant or Beneficiary whose           under this Section 6.3(a) only if the
assets are being transferred has an        Participants or Beneficiaries are
accumulated benefit immediately            employees or former employees of
after the transfer at least equal to the   the employer (or the business of the
accumulated benefit with respect to        employer) under the receiving plan
that Participant or Beneficiary            and the other plan provides for the
immediately before the transfer in         acceptance of plan-to-plan transfers
accordance with Section 1.414(l)(1)        with respect to the Participants and
of the Code.                               Beneficiaries and for each
                                           Participant and Beneficiary to have
(c) To the extent provided in the          an amount deferred under the other
Individual Agreements holding such         plan immediately after the transfer at
transferred amounts, the amount            least equal to the amount transferred
transferred shall be held, accounted       in accordance with Section
for, administered and otherwise            1.414(l)(1) of the Code.
treated in the same manner as an
Elective Deferral by the Participant       (b) The other plan must provide that,
under the Plan, except that (1) the        to the extent any amount transferred
Individual Agreement which holds           is subject to any distribution
any amount transferred to the Plan         restrictions required under Section
403(b) of the Code, the other plan          investment change that includes an
shall impose restrictions on                investment with a Vendor that is not
distributions to the Participant or         eligible to receive contributions
Beneficiary whose assets are                under Section 2 (referred to below as
transferred that are not less stringent     an exchange) is not permitted unless
than those imposed under the Plan.          the conditions in paragraphs (b)
In addition, if the transfer does not       through (d) of this Section 6.4 are
constitute a complete transfer of the       satisfied.
Participant’s or
Beneficiary’s interest in the Plan, the     (b) The Participant or Beneficiary
other plan shall treat the amount           must have an Account Balance
transferred as a continuation of a pro      immediately after the exchange that
rata portion of the Participant’s or        is at least equal to the Account
Beneficiary’s interest in the               Balance of that Participant or
transferor plan (e.g., a pro rata           Beneficiary immediately before the
portion of the Participant’s or             exchange (taking into account the
Beneficiary’s interest in any after-tax     Account Balance of that Participant
employee contributions).                    or Beneficiary under both Section
                                            403(b) contracts or custodial
(c) Upon the transfer of assets under       accounts immediately before the
this Section 6.3, the Plan’s liability to   exchange).
pay benefits to the Participant or
Beneficiary under this Plan shall be        (c) The Individual Agreement with
discharged to the extent of the             the receiving Vendor has distribution
amount so transferred for the               restrictions with respect to the
Participant or Beneficiary. The             Participant that are not less stringent
Administrator may require such              than those imposed on the
documentation from the receiving            investment being exchanged.
plan as it deems appropriate or
necessary to comply with this               (d) The Employer enters into an
Section 6.3 (for example, to confirm        agreement with the receiving Vendor
that the receiving plan satisfies           for the other contract or custodial
Section 403(b) of the Code and to           account under which the Employer
assure that the transfer is permitted       and the Vendor will from time to time
under the receiving plan) or to             in the future provide each other with
effectuate the transfer pursuant to         the following information:
Section 1.403(b)-10(b)(3) of the
Income Tax Regulations.                     (1) Information necessary for the
                                            resulting contract or custodial
6.4 Contract and Custodial                  account, or any other contract or
Account Exchanges. (a) A                    custodial accounts to which
Participant or Beneficiary is               contributions have been made by the
permitted to change the investment          Employer, to satisfy Section 403(b)
of his or her Account Balance among         of the Code, including the following:
the Vendors identified in the Plan          (i) the Employer providing
Provisions Section. However, an             information as to whether the
Participant’s employment with the        for a Vendor to determine the extent
Employer is continuing, and notifying    to which a distribution is includible in
the Vendor when the Participant has      gross income.
had a Severance from Employment
(for purposes of the distribution        (e) If any Vendor ceases to be
restrictions in Section 5.1); (ii) the   eligible to receive Elective Deferrals
Vendor notifying the Employer of any     (or Roth 403(b) Contributions) under
hardship withdrawal under Section        the Plan as indicated in the Plan
5.5 if the withdrawal results in a 6-    Provisions Section, the Employer will
month suspension of the                  enter into an information sharing
Participant’s right to make Elective     agreement as described in Section
Deferrals (and, if applicable, Roth      6.4(d) to the extent the Employer’s
403(b) Contributions, under the Plan;    contract with the Vendor does not
and (iii) the Vendor providing           provide for the exchange of
information to the Employer or other     information described in Section
Vendors concerning the Participant’s     6.4(d)(1) and (2) in order for such
or Beneficiary’s Section 403(b)          Vendor to be listed in the Plan
contracts or custodial accounts or       Provisions Section.
qualified employer plan benefits (to
enable a Vendor to determine the         6.5 Permissive Service Credit
amount of any plan loans and any         Transfers. (a) If a Participant is also
rollover accounts that are available     a participant in a tax-qualified
to the Participant under the Plan in     defined benefit governmental plan
order to satisfy the financial need      (as defined in Section 414(d) of the
under the hardship withdrawal rules      Code) that provides for the
of Section 5.5); and                     acceptance of plan-to-plan transfers
                                         with respect to the Participant, then
(2) Information necessary in order for   the Participant may elect to have any
the resulting contract or custodial      portion of the Participant’s Account
account and any other contract or        Balance transferred to the defined
custodial account to which               benefit governmental plan. A transfer
contributions have been made for         under this Section 6.5(a) may be
the Participant by the Employer to       made before the Participant has had
satisfy other tax requirements,          a Severance from Employment.
including the following: (i) the
amount of any plan loan that is          (b) A transfer may be made under
outstanding to the Participant in        Section 6.5(a) only if the transfer is
order for a Vendor to determine          either for the purchase of permissive
whether an additional plan loan          service credit (as defined in Section
satisfies the loan limitations of        415(n)(3)(A) of the Code) under the
Section 4.3, so that any such            receiving defined benefit
additional loan is not a deemed          governmental plan or a repayment to
distribution under Section 72(p)(1);     which Section 415 of the Code does
and (ii) information concerning the      not apply by reason of Section
Participant’s or Beneficiary’s after-    415(k)(3) of the Code.
tax employee contributions in order
(c) In addition, if a plan-to-plan         the extent provided in Section 6.4 of
transfer does not constitute a             the Plan, the Individual Agreements
complete transfer of the Participant’s     and permitted under applicable
or Beneficiary’s interest in the           Income Tax Regulations.
transferor plan, the Plan shall treat
the amount transferred as a                7.3 Current and Former Vendors.
continuation of a pro rata portion of      The Administrator shall maintain a
the Participant’s or Beneficiary’s         list of all Vendors under the Plan,
interest in the transferor plan (e.g., a   including those eligible to receive
pro rata portion of the Participant’s or   Elective Deferrals, Roth 403(b)
Beneficiary’s interest in any after-tax    Contributions, and Employer
employee contributions).                   Contributions, as applicable, and,
                                           those only eligible to receive contract
           Section 7                       exchanges made under Section 6.4,
   Investment of Contributions             if applicable, which shall be listed in
                                           the Plan Provisions Section. Such
 7.1 Manner of Investment. All             list is hereby incorporated as part of
Elective Deferrals or other amounts        the Plan. Each Vendor and the
contributed to the Plan, all property      Administrator shall exchange such
and rights purchased with such             information as may be necessary to
amounts under the Funding                  satisfy Section 403(b) of the Code or
Vehicles, and all income attributable      other requirements of applicable law.
to such amounts, property, or rights       In the case of a Vendor which is not
shall be held and invested in one or       eligible to receive Elective Deferrals
more Annuity Contracts or Custodial        (or Roth 403(b) Contributions) under
Accounts. Each Custodial Account           the Plan (including a Vendor which
shall provide for it to be impossible,     has ceased to be a Vendor eligible to
prior to the satisfaction of all           receive Elective Deferrals (or Roth
liabilities with respect to Participants   403(b) Contributions) under the Plan
and their Beneficiaries, for any part      and a Vendor holding assets under
of the assets and income of the            the Plan in accordance with Section
Custodial Account to be used for, or       6.2 or 6.4), the Employer shall keep
diverted to, purposes other than for       the Vendor informed of the name
the exclusive benefit of Participants      and contact information of the
and their Beneficiaries.                   Administrator in order to coordinate
                                           information necessary to satisfy
7.2 Investment of Contributions.           Section 403(b) of the Code or other
Each Participant or Beneficiary shall      requirements of applicable law.
direct the investment of his or her
Account among the investment                        Section 8
options available under the Annuity        Amendment and Plan Termination
Contract or Custodial Account in
accordance with the terms of the           8.1 Termination of Contributions.
Individual Agreements. Transfers           The Employer has adopted the Plan
among Annuity Contracts and                with the intention and expectation
Custodial Accounts may be made to          that contributions will be continued
indefinitely. However, the Employer      otherwise convey the right to receive
has no obligation or liability           any payments hereunder or any
whatsoever to maintain the Plan for      interest under the Plan, which
any length of time and may               payments and interest are expressly
discontinue contributions under the      declared to be non-assignable and
Plan at any time without any liability   non-transferable.
hereunder for any such
discontinuance.                          9.2 Domestic Relation Orders.
                                         Notwithstanding Section 9.1, if a
8.2 Amendment and Termination.           judgment, decree or order (including
The Employer reserves the authority      approval of a property settlement
to amend or terminate this Plan at       agreement) that relates to the
any time.                                provision of child support, alimony
                                         payments, or the marital property
8.3 Distribution upon Termination        rights of a spouse or former spouse,
of the Plan. The Employer may            child, or other dependent of a
provide that, in connection with a       Participant is made pursuant to the
termination of the Plan and subject      domestic relations law of any State
to any restrictions contained in the     (“domestic relations order”) and
Individual Agreements, all Accounts      Section 414(p) of the Code, then the
will be distributed as soon as           amount of the Participant’s Account
administratively practicable under       Balance shall be paid in the manner
the Plan, provided that the Employer     and to the person or persons so
and any Related Employer on the          directed in the domestic relations
date of termination do not make          order. Such payment shall be made
contributions to an alternative          without regard to whether the
Section 403(b) contract that is not      Participant is eligible for a
part of the Plan during the period       distribution of benefits under the
beginning on the date of plan            Plan. The Administrator shall
termination and ending 12 months         establish reasonable procedures for
after the distribution of all assets     determining the status of any such
from the Plan, except as permitted       decree or order and for effectuating
by the Income Tax Regulations.           distribution pursuant to the domestic
                                         relations order.
             Section 9
           Miscellaneous                 9.3 IRS Levy. Notwithstanding
                                         Section 9.1, if a Participant or
9.1 Non-Assignability. Except as         Beneficiary is entitled to a
provided in Section 9.2 and 9.3, the     distribution in accordance with
interests of each Participant or         Section 5, the Administrator may pay
Beneficiary under the Plan are not       from a Participant's or Beneficiary's
subject to the claims of the             Account Balance the amount that the
Participant's or Beneficiary’s           Administrator finds is lawfully
creditors; and neither the Participant   demanded under a levy issued by
nor any Beneficiary shall have any       the Internal Revenue Service with
right to sell, assign, transfer, or      respect to that Participant or
Beneficiary or is sought to be            9.6 Mistaken Contributions. If any
collected by the United States            contribution (or any portion of a
Government under a judgment               contribution) is made to the Plan by
resulting from an unpaid tax              a good faith mistake of fact, then
assessment against the Participant        within one year after the payment of
or Beneficiary.                           the contribution, and upon receipt in
                                          good order of a proper request
9.4 Tax Withholding. Contributions        approved by the Administrator, the
to the Plan are subject to applicable     amount of the mistaken contribution
employment taxes (including, if           (adjusted for any income or loss in
applicable, Federal Insurance             value, if any, allocable thereto) shall
Contributions Act (FICA) taxes with       be returned directly to the Participant
respect to Elective Deferrals (and, if    or, to the extent required or
applicable, Roth 403(b)                   permitted by the Administrator, to the
Contributions), which constitute          Employer.
wages under Section 3121 of the
Code). Any benefit payment made           9.7 Procedure When Distributee
under the Plan is subject to              Cannot Be Located. The
applicable income tax withholding         Administrator shall make all
requirements (including Section           reasonable attempts to determine
3401 of the Code and the                  the identity and address of a
Employment Tax Regulations                Participant or a Participant's
thereunder). A payee shall provide        Beneficiary entitled to benefits under
such information as the                   the Plan. For this purpose, a
Administrator may need to satisfy         reasonable attempt means (a) the
income tax withholding obligations,       mailing by certified mail of a notice to
and any other information that may        the last known address shown on the
be required by guidance issued            Employer’s or the Administrator's
under the Code.                           records, (b) notification sent to the
9.5 Payments to Minors and                Social Security Administration or the
Incompetents. If a Participant or         Pension Benefit Guaranty
Beneficiary entitled to receive any       Corporation (under their program to
benefits hereunder is a minor or is       identify payees under retirement
adjudged to be legally incapable of       plans), and (c) the payee has not
giving valid receipt and discharge for    responded within 6 months. If the
such benefits, or is deemed so by         Administrator is unable to locate
the Administrator, benefits will be       such a person entitled to benefits
paid to such person as the                hereunder, or if there has been no
Administrator may designate for the       claim made for such benefits, the
benefit of such Participant or            funding vehicle shall continue to hold
Beneficiary. Such payments shall be       the benefits due such person.
considered a payment to such
Participant or Beneficiary and shall,     9.8 Incorporation of Individual
to the extent made, be deemed a           Agreements. The Plan, together
complete discharge of any liability for   with the
such payments under the Plan.
Individual Agreements, is intended to       (b) “Employer Discretionary
satisfy the requirements of Section     Contributions” means the Employer’s
403(b) of the                           discretionary contributions to the
Code and the Income Tax                 Plan in accordance with the formula
Regulations thereunder. Terms and       selected by the Employer in the Plan
conditions of the                       Provisions Section.
Individual Agreements are hereby            (c) “Employer Matching
incorporated by reference into the      Contribution” means the Employer’s
Plan, excluding those terms that are    contributions to the Plan that match
inconsistent with the Plan or Section   a Participant’s Elective Deferrals or
403(b) of the Code.                     Roth 403(b) Contributions in
                                        accordance with the formula
9.9 Governing Law. The Plan will        selected in the Plan Provisions
be construed, administered and          Section.
enforced according to the Code and      (d) “Vested” means the
the laws of the State in which the      nonforfeitable portion of any Account
Employer has its principal place of     maintained on behalf of a
business.                               Participant.

9.10 Headings. Headings of the          10.2 Employer Contributions. For
Plan have been inserted for             each Plan Year, the Employer will
convenience of reference only and       contribute to the Plan the amount
are to be ignored in any construction   and form of contributions as
of the provisions hereof.               specified in the Plan Provisions
                                        Section, subject to any limitations
9.11 Gender. Pronouns used in the       imposed under applicable law or
Plan in the masculine or feminine       under any applicable collective
gender include both genders unless      bargaining agreement. Such
the context clearly indicates           contributions will be allocated to the
otherwise.                              Participant’s Employer Contributions
          Section 10
     Employer Contributions             10.3 Maximum Annual Additions

10.1 Definitions                        (a) The maximum permissible
     (a) “Employer Contributions        Annual Additions that may be
 Account” means the account             contributed or allocated to each
 established and maintained by the      Participant’s Account under the Plan
 Administrator for each Participant     for any Plan Year will not exceed the
 with respect to his total vested       lesser of:
 interest (including any earnings
 and losses attributable thereon)           (i) $40,000, as adjusted for
 under the Plan resulting from                  increases in the cost of living
 Employer Discretionary                         under Section 415(d) of the
 Contributions and/or Employer                  Code, or
 Matching Contributions.
   (ii) 100 percent of the                for that Plan Year. If there is any
        Participant’s Includible          such excess amount under the Plan,
        Compensation for the Plan         the Employer or its delegate will
        Year.                             direct the Vendor as to the
                                          appropriate method of correction of
(b) For purposes of this Section,         such excess amounts in accordance
“Annual Additions” means, for any         with the Income Tax Regulations. If
Plan Year, the sum of Elective            timely correction of such excess is
Deferrals, Roth 403(b) Contributions,     not made, such excess will remain in
and Employer Contributions to the         the Plan and will be separately
Plan made to the Participant’s            accounted for in accordance with
Account and the sum of any                Section 403(c) of the Code.
employee and employer
contributions made on behalf of such      10.4 Vesting. A Participant will be
individual under any other 403(b)         100% Vested in any Employer
plan, whether or not sponsored by         Discretionary Contributions and
the Employer.                             Employer Matching Contributions.

(c) If a Participant has a “controlling               Section 11
interest” in another employer and              Roth 403(b) Contributions
participates in that employer’s
qualified 401(a) defined contribution     11.1 Definitions
plan, a welfare benefit fund (as
defined in Section 419(e) of the          (a) “Roth 403(b) Contributions”
Code), an individual medical account      means, if so elected by the Employer
(as defined in Section 415(l)(2) of the   in the Plan Provisions Section,
Code) or a simplified employee            contributions that are:
pension (as defined in Section                  (i) made by the Employer to the
408(k) of the Code) which provides                    Plan pursuant to a
Annual Additions, the amount of                       Compensation reduction
Annual Additions which may be                         agreement entered into by a
credited to a Participant’s Account                   Participant, which qualifies
for any Plan Year will not exceed the                 as a “designated Roth
maximum permissible amount                            contribution” within the
described in subsection (a), taking                   meaning of Code Section
into account employer contributions                   402A;
that have been allocated to such                (ii) irrevocably designated by
other plans as described in this                      the Participant at the time of
subsection.                                           the cash or deferred election
                                                      as a Roth elective deferral
(d) If the Annual Additions are                       that is being made in lieu of
greater than the maximum                              all or a portion of the
permissible amount described in                       Elective Deferrals the
subsection (a) in a Plan Year, no                     Participant is otherwise
amount will be contributed to the                     eligible to make under the
Participant’s Account under the Plan                  Plan; and
     (iii) treated by the Employer as        free for federal income tax purposes
           includible in the Participant’s   if:
           income at the time the                  (i) The amounts are held for a
           Participant would have                       5-year holding period,
           received that amount in                      measured from the first year
           cash if the Participant had                  that the initial Roth 403(b)
           not made a cash or deferred                  Contribution was made on
           election.                                    behalf of the Participant to a
                                                        Roth 403(b) Contributions
(b) “Roth 403(b) Contributions                          Account, and
Account” means the account                         (ii) The distribution is due to a
established and maintained by the                       Participant’s attainment of
Administrator for each Participant                      age 59 ½, death, or in the
with respect to his total interest                      event of the Participant’s
(including and earnings and losses                      becoming Disabled.
attributable thereon) under the Plan
resulting from Roth 403(b)                   (b) Non-qualified Distributions:
Contributions.                               Amounts distributed from a Roth
                                             403(b) Contributions Account that
11.2 Roth 403(b) Contributions               are not considered “Qualified
                                             Distributions” as defined in Section
For each Plan Year, each Participant         11.3(a), may be distributed from a
may elect to make Roth 403(b)                Roth 403(b) Contributions Account
Contributions to the Plan up to the          subject to the distribution rules
applicable limit under Code Section          applicable to Elective Deferrals as
402(g) and as aggregated with                described in Section 5.1. Such
Elective Deferrals as described in           nonqualified distributions shall be
Section 3.1, 3.2, and 3.3, and               subject to federal income tax to the
subject to any limitations imposed           extent that the amount distributed
under applicable law or under any            exceeds the value of the Roth 403(b)
applicable collective bargaining             Contributions.
agreement. Such contributions will
be allocated to the Participant’s Roth       (c) In no event shall amounts held in
403(b) Contributions Account.                a Roth 403(b) Contributions Account
                                             shall be used for a loan in
11.3 Distribution of Roth 403(b)             accordance with Section 4,
Contributions                                distributed due to a hardship
                                             withdrawal under Section 5.4,
(a) Qualified Distributions:                 transferred in accordance with
Distributions from a Roth 403(b)             Sections 6.3 or 6.5, or exchanged in
Contributions Account will be tax-           accordance with Section 6.4.