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									                             CITY OF ANAHEIM
                       DEFERRED COMPENSATION PLAN

ARTICLE I. NAME

The Employer hereby amends and restates the Employer’s Deferred Compensation Plan
and Trust. The name of this plan is the City of Anaheim Deferred Compensation Plan
hereinafter referred to as the “Plan.” The Plan consists of the provisions set forth in this
document. This amendment and restatement of the Plan is effective January 1, 2002,
pursuant to PL 107-16 (HR1836) (June 7, 2001) the Economic Growth and Tax Relief
Reconciliation Act of 2001, as amended, and as adopted by California Revenue Taxation
Code 17024.5, as amended.


ARTICLE II. PURPOSE

2.01 The primary purpose of this Plan is to provide retirement income and other
deferred benefits to the Employees of the Employer and the Employees’ Beneficiaries in
accordance with the provisions of Section 457 of the Internal Revenue Code of 1986, as
amended (the “Code”).

2.02 This Plan shall be an agreement solely between the Employer and participating
Employees. The Plan and Trust forming a part hereof are established and shall be
maintained for the exclusive benefit of eligible Employees and their Beneficiaries. No part
of the corpus or income of the Trust shall revert to the Employer or be used for or diverted
to purposes other than the exclusive benefit of Participants and their Beneficiaries.

2.03 The Employer does not and cannot represent or guarantee that any particular
federal and state income, payroll or other tax consequences will occur by reason of an
Employee’s participation in this Plan. The Participant should consult with his own
attorney or other representative regarding all tax or other consequences of participation in
this Plan.


ARTICLE III. DEFINITIONS

For the purposes of this Plan, certain words or phrases used herein will have the following
meanings:

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3.01 Account: The bookkeeping account maintained for each Participant reflecting the
cumulative amount of the Participant’s Deferred Compensation, including any income,
gains, losses, or increases or decreases in market value attributable to the investment of
the Participant’s Deferred Compensation, and further reflecting any distributions to the
Participant or the Participant’s Beneficiary and any fees or expenses charged against
such Participant’s Deferred Compensation.

3.02 Automatic Distribution Date: On or after January 1, 2002, "Automatic Distribution
Date" means April 1 of the calendar year after the Plan year the Participant attains age 70
1/2, or, if later, has a Severance Event.

3.03 Beneficiary: Any person, trust, corporation or firm, or the estate of the Participant,
or any combination of the foregoing designated by a Participant to receive benefits under
the Plan. Designation shall be made on a City of Anaheim Participation Agreement
executed by the Participant to the Plan Administrator, unless otherwise provided.
Beneficiary may be singular or plural, primary or contingent.

3.04 Compensation: The salary or wages which would be paid by the Employer to or for
the benefit of an Employee (if he were not a Participant in the Plan) for actual services
performed for the Employer for the period that he is a Participant, and any payments
attributable to accrued vacation, accrued sick leave and other accrued paid leave.

3.05 Contract Administrator: An administrator employed under contract authorized by
the City Council and under the direction of the Plan Administrator.

3.06 Deferred Compensation: The portion of Compensation which the Participant and
the Employer mutually agree to defer in accordance with the provisions of this Plan; any
amount credited to the Participant’s Account.

3.07 Deferred Compensation Committee: Shall mean the Committee, consisting of the
Plan Administrator, as Chairperson; the City Manager or his appointee; the Finance
Director or his appointee; the Human Resources Director or his appointee; and a
Participating Employee.

3.08 Disability: The substantial permanent inability of a Participant to engage in his
usual occupation by reason of a medically determinable physical or mental impairment as
determined by the Employer or by the Public Employees’ Retirement System, on the
basis of advice from a physician or physicians.

3.09 Employee: Any individual who provides services for the Employer, whether as an
employee or officer of the Employer and who has been designated by the Employer as
eligible to participate in the Plan.

3.10   Employer: Shall mean the City of Anaheim

3.11 Includible Compensation: The amount of an Employee’s compensation from the
Employer for a taxable year that is considered compensation within the meaning of
Section 415(c)(3) of the Code.


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3.12 Normal Compensation: The amount of compensation which would be payable to a
Participant by the Employer for a taxable year if no Participation Agreement were in effect
to defer compensation under this Plan.

3.13 Normal Retirement Age: Shall mean age 70-1/2. For purposes of Article 6.02, the
Participant may elect an alternate Normal Retirement Age by written Participation
Agreement delivered to the Plan Administrator prior to a Severance Event. Once a
Participant has to any extent utilized the catch-up limitation of Article 6.02, his designated
Normal Retirement Age for purposes of such section may not be changed or
redesignated for this purpose.

A Participant’s alternate Normal Retirement Age shall be any date elected by the
Participant in a Participation Agreement filed with the Plan Administrator. Such date shall
be no earlier than the earliest date that the Participant will become eligible to retire
(without the consent of the Employer) and to receive retirement benefits under the
California Public Employees Retirement System without actuarial or similar reduction
because of retirement before an age which is later than such alternate age. A Participant
may designate an age greater than 70-1/2 if the Participant continues employment after
attaining age 70-1/2, not having previously elected an alternate Normal Retirement age.
However, the Participant’s alternate Normal Retirement Age shall not be later than the
mandatory retirement age, if any, established by the Employer, or the age at which the
Participant actually Separates from Service (if the Employer has no mandatory retirement
age). If the participant will not become eligible to receive benefits under the California
Public Employees Retirement System, the Participant’s alternate Normal Retirement Age
may not be earlier than attainment of age 65.

3.14 Participant: Any member of the Plan who has elected, pursuant to the Plan, to
defer a portion of his compensation and who fulfills the requirements of participation in
the Plan.

3.15 Participating Employee: An appointed member to the Deferred Compensation
Committee. The Participating Employee must submit an Application for Appointment to
the Committee. The Committee will select the Participating Employee. The Participating
Employee must be a full-time employee with the City of Anaheim and must be a
Participant of the Plan. This member shall serve a two (2) year term.

3.16 Participation Agreement: An agreement entered into between an Employee and
the Employer, including any amendments or modifications, thereof. Such agreement
shall: (a) fix the amount of Deferred Compensation; (b) specify a preference among the
Providers designated by the Employer; (c) designate the Employee’s Beneficiary or
Beneficiaries; and (d) incorporate the terms, conditions, and provisions of the Plan by
reference.

3.17 Plan Administrator: The City Treasurer unless another person or entity is
designated by the City Council.

3.18   Plan Year: The calendar year.

3.19   Provider: An institution providing investments or deposit vehicles.

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3.20 Required Beginning Date: April 1 of the calendar year following the calendar year
in which the Participant attains age 70-1/2 or a Severance Event, whichever is later.

3.21 Retirement: The first date upon which both of the following shall have occurred
with respect to a Participant: Severance Event and attainment of age 50.

3.22 Severance Event: Severance of the Participant’s employment with the Employer
within the meaning of Section 457(d)(2)(A)(ii) of the Code. In general, a Participant shall
be deemed to have severed his employment with the Employer for purposes of this Plan
when, in accordance with the established practices of the Employer, but not earlier than
such time as the person is no longer on the payroll of the Employer.

3.23 Sub-Committee: A subdivision of the Committee and shall be less than a quorum
of the Committee.

3.24 Trust: The Trust created under Article VIII of the Plan which shall consist of all
compensation deferred under the Plan, plus any income and gains thereon, less any
losses, expenses and distributions to Participants and Beneficiaries.

3.25   Trustee: The Deferred Compensation Committee Members shall act as Trustees.


ARTICLE IV. ADMINISTRATION

4.01 The Plan shall be administered by the Plan Administrator but may be administered
through a Contract Administrator under the direction of the Plan Administrator.
Participants receiving services from said Plan Administrator and/or Contract Administrator
may be charged a fee for said services.

The Trustees shall determine said fees in a manner deemed fair and equitable. The
Trustees may have withheld or collect, such fee, in such manner as it deems equitable,
from the compensation deferred pursuant to the Plan, or the income produced from the
compensation deferred pursuant to the Plan.

4.02 Duties of the Plan Administrator: The Plan Administrator shall have the authority to
make all discretionary decisions affecting the rights or benefits of Participants which may
be required in the administration of this Plan. The Plan Administrator’s decisions shall be
afforded the maximum deference permitted by applicable law.

4.03 Duties of the Provider: The Provider, as agent for the Trust, shall perform
nondiscretionary administrative functions in connection with the Plan, including but not
limited to; the maintenance of Participants’ Accounts, the provision of periodic reports of
the status of each Account, and the disbursement of benefits on behalf of the Trust in
accordance with the provisions of this Plan.


ARTICLE V. PARTICIPATION IN THE PLAN

5.01 Employer and Participant mutually acknowledge that the compensation of each
Employee is as set forth in the salary resolution or personnel ordinance of the Employer
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and that said compensation includes the dollar amount of funds deferred under this Plan.
Each employee may elect to become a Participant and to defer payment of part of his
compensation by executing and delivering to the Employer a written Participation
Agreement.

5.02 Initial Participation: An Employee may become a Participant by executing a
Participation Agreement prior to the beginning of the calendar month in which the
Participation Agreement is to become effective to defer compensation not yet paid, or
such other date as may be permitted under the Internal Revenue Code. The minimum
deferral is $10.00 per pay period. At the Employer’s option, there may be established
one or more open enrollment dates during the year in which an employee may
commence or make changes to his account.

5.03 Amendment of Participation Agreement: A Participant may amend an executed
Participation Agreement to change the amount of compensation not yet paid which is to
be deferred (including the reduction of such future deferrals to zero) or to change his
investment preference (subject to such restrictions as may result from the nature of terms
of any investment made by the Employer). Such amendments for deferral increases shall
become effective as of the beginning of the calendar month commencing after the date
the amendment is executed. A Participation Agreement shall remain in full force and
effect from month to month unless modified, revoked or superseded by a new
Participation Agreement. No Compensation previously deferred shall be payable to an
Employee upon revocation of his Participation Agreement unless otherwise due pursuant
to Article X.

5.04 A Participant may designate by Participation Agreement, delivered to the Plan
Administrator, a Beneficiary to receive any benefits which may be payable under the Plan
upon the death of such Participant. A Participant may at any time amend his Participation
Agreement to change the designated Beneficiary and such amendment shall become
effective as of the date of delivery to the Plan Administrator.


ARTICLE VI. LIMITATIONS ON DEFERRALS

6.01 Normal Limitation: Except as provided in Article 6.02, the maximum amount of the
compensation of any Participant which may be deferred under the 457 plans for each
calendar year shall be the lesser of 100% of the Participant’s Includible Compensation or
$11,000.00, with annual increases of $1,000.00 until the year 2006 and thereafter
adjusted for the calendar year to reflect increases in the cost-of-living in accordance with
Sections 457(e)(15) and 415(d) of the Internal Revenue Code.

6.02 Catch-Up Limitations: In accordance with the provision of this Section 6.02, a
Participant may elect to have Deferred Compensation that exceeds the limitation of
Section 6.01.

(a)   50 Plus Catch-Up Provision: Effective January 1, 2002, Participants who have
      attained age 49 prior to the first day of the Plan Year may elect to have additional
      Deferred Compensation in an amount that does not exceed: $1,000.00 in the year
      2002, $2,000.00 in the year 2003, $3,000.00 in the year 2004, $4,000.00 in the year
      2005, $5,000.00 in the year 2006, and for years after 2006, the amount provided in
                                             5
      Section 414(v)(2)(B) of the Code, including the cost of living adjustments provided
      for in Section 414(v)(2)(C) of the Code.

(b)   Normal Catch-up Provision: For each of the last three (3) taxable years of a
      Participant ending before his attainment of Normal Retirement Age, the maximum
      amount of Deferred Compensation shall be the lesser of:

      (1)      double the Normal Limitation as stated in Section 6.01, or

      (2)      the sum of:

               (A)    the Normal Limitation for the taxable year, and

               (B)    the Normal Limitation that was in effect pursuant to Code Section
                      457(b)(2) for each prior taxable year of the Participant commencing
                      after 1978, less:

                      (i)    the amount of the Participant’s Deferred Compensation for
                             such prior taxable years, and

                      (ii)   any additional Deferred Compensation amounts contributed
                             pursuant to this Normal Catch Up Provision.

      A prior taxable year shall be taken into account under clause (B) above only if (i)
      the Participant was eligible to participate in the Plan for all or part of such year (or
      in any other eligible deferred compensation plan established under Section 457 of
      the Code which is properly taken into account pursuant to regulations under
      Section 457), and (ii) compensation (if any) deferred under the Plan (or such other
      plan) was subject to the deferral limitations set forth in Article 6.01.

(c)   If Both Limits Apply: If a Participant is eligible for both the Normal Catch-up
      Provision and 50 Plus Catch-Up Provision in the same Plan Year, the following rules
      shall apply:

      (1)      The Participant shall be eligible to contribute an additional amount under
               this Section 6.02 that is equal to the greater the Normal Catch-up Provision
               and 50 Plus Catch-Up Provision.

      (2)      For purposes of clause (b)(2)(B)(ii) above, amounts contributed by the
               Participant under this Section 6.02 for any Plan Year shall be considered to
               have been made:

               (A) under the Normal Catch Up Provision if the Normal Catch Up Provision
                   was greater than the 50 Plus Catch-Up Provision for such year; and

               (B) under the 50 Plus Catch-Up Provision if the 50 Plus Catch-Up Provision
                   was greater than the Normal Catch Up Provision for such year.



                                               6
     (3)      All amounts deferred under the 50 Plus Catch-up Provision will not be
              considered when determining the amounts eligible to be contributed under
              the Normal Catch-up Provision.


ARTICLE VII. NON-RESPONSIBILITY CLAUSE

The Employer may, but is not required to, invest funds held pursuant to agreements
between Participants and the Employer in accordance with the preference or preferences
indicated by each Participant at the time of enrollment or change in enrollment,
prospectively only. The Employer shall retain the right to approve or disapprove such
investment request or requests, for transfer of investment among different modes of
investment available under the Plan. Any such action by the Employer in investing funds,
or approving of any investment of funds, shall not be considered to be either an
endorsement or guarantee of any investment, nor shall it be considered to attest to the
financial soundness or the suitability of any investment for the purpose of meeting future
obligations.

In no event shall the Employer’s obligation to pay benefits to a Participant exceed the
value of the amounts credited to the Participant’s account; the Employer shall not be
liable for losses arising from depreciation or shrinkage, in the value of any investments
acquired under this Plan.


ARTICLE VIII. TRUST AND INVESTMENT OF ACCOUNTS

8.01 Investment Funds: In accordance with uniform and nondiscriminatory rules
established by the Employer and the Provider, the Participant may direct his Accounts to
be invested in one (1) or more investment funds available under the Plan; provided,
however, that the Participant's investment directions shall not violate any investment
restrictions established by the Employer. Neither the Employer, the Provider, nor any
other person shall be liable for any losses incurred by virtue of following such directions or
with any reasonable administrative delay in implementing such directions.

8.02 Crediting of Accounts: The Participant’s Account shall reflect the amount and value
of the investments or other property obtained by the Employer through the investment of
the Participant’s Deferred Compensation. Each Participant shall receive periodic reports
from the Providers, not less frequently than annually, showing the then current value of
his Account. Investment and market valuation of mutual funds can be made only when
the New York Stock Exchange is open for trading.

8.03 Trust: Notwithstanding any contrary provision of the Plan, in accordance with
Section 457(g) of the Internal Revenue Code, all amounts of compensation deferred
pursuant to the Plan, all property and rights purchased with such amounts, and all income
attributable to such amounts, property, or rights shall be held in trust for the exclusive
benefit of participants and beneficiaries under the Plan. Any trust under the Plan shall be
established pursuant to a written agreement that constitutes a valid trust under the law of
the State of California.


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All amounts of compensation deferred under the Plan shall be transferred to a trust
established under the Plan within a period that is not longer than is reasonable for the
proper administration of the accounts of participants. Attached hereto as Exhibit A, an
incorporated herein by reference is the City of Anaheim Section 457 Deferred
Compensation Plan Trust.


ARTICLE IX. ELIGIBLE ROLLOVERS

9.01   Eligible Rollover Distributions:

(a) Effective Date: This Article 9.01 is effective January 1, 2002.

(b) Incoming Rollovers: An Employee may elect to contribute to this Plan all or part of
    an eligible rollover distribution from an eligible retirement plan. If the Employee is
    not already a Participant in the Plan, prior to making the rollover, the Employee must
    complete such enrollment forms as the Plan Administrator may require for initial
    enrollments in the Plan; and the Employee will become a Participant when the
    rollover contribution is paid to the Plan.

   The Employer may require such documentation from the distributing plan as it
   deems necessary to determine that the rollover will qualify as an eligible rollover
   distribution under the applicable provisions of the Code.

   The Plan shall separately account for any eligible rollover distributions from any
   eligible retirement plan that is not an eligible deferred compensation plan described
   in Section 457(b) of the Code maintained by an eligible governmental employer
   described in Section 457(e)(1)(A) of Code. The Employer may refuse to accept a
   transfer in the form of assets other than cash, unless the Employer or Provider
   agree to hold such assets under the Plan.

   Rollover Contributions to the Plan are payable to the participant only as provided in
   Article X and may be the basis for a Participant loan that is made under Article XI.

(c) Outgoing Rollovers: Notwithstanding any provision of the Plan to the contrary that
    would otherwise limit a distributee's election under this Article, a distributee may
    elect, at the time and in the manner prescribed by the Plan Administrator, to have
    any portion of an eligible rollover distribution paid directly to an eligible retirement
    plan specified by the distributee in a direct rollover.

(d) Definitions:

   (1) Eligible Rollover Distribution: An eligible rollover distribution is any distribution of
       all or any portion of the balance to the credit of the distributee, except that an
       eligible rollover distribution does not include: any distribution that is one of a
       series of substantially equal periodic payments (not less frequently than
       annually) made for the life (or life expectancy) of the distributee or the joint lives
       (or joint life expectancies) of the distributee and the distributee's designated
       beneficiary, or for a specified period of ten years or more; any distribution to the
       extent such distribution is required under Sections 401(a)(9) and 457(d)(2) of the
                                              8
      Code; and any distribution made as a result of an unforeseeable emergency of
      the employee. For purposes of distributions from other eligible retirement plans
      rolled over into this Plan, the term eligible rollover distribution shall not include
      the portion of any distribution that is not includible in gross income (determined
      without regard to the exclusion for net unrealized appreciation with respect to
      employer securities).

   (2) Eligible Retirement Plan: An eligible retirement plan is an individual retirement
       account described in Section 408(a) of the Code, an individual retirement annuity
       described in Section 408(b) of the Code, an annuity plan described in Sections
       403(a) or 403(b) of the Code, a qualified trust described in Section 401(a) of the
       Code, or an eligible deferred compensation plan described in Section 457(b) of
       the Code which is maintained by an eligible governmental employer described in
       Section 457(e)(1)(A) of the Code, provided that for outgoing rollovers it accepts
       the distributee's eligible rollover distribution.

   (3) Distributee: For purposes of outgoing rollovers, a distributee includes an
       employee or former employee. In addition, the employee's or former employee's
       surviving spouse and the employee's or former employee's spouse or former
       spouse who is the alternate payee under a qualified domestic relations order, as
       defined in Section 414(p) of the Code, are distributees with regard to the interest
       of the spouse or former spouse.

   (4) Direct Rollover: A direct rollover is a payment by the plan to the eligible
       retirement plan specified by the distributee.

9.02 Trustee-to-Trustee Transfers to Purchase Permissive Service Credit: At the
election of a Participant, and without regard to the distribution restrictions of Section
10.01, all or a portion of a Participant's Account may be transferred directly to the
trustee of a defined benefit governmental plan (as defined in Section 414(d) of the
Code) and as permitted for acceptance by the Defined Benefit Governmental Plan, if
such transfer is (A) for the purchase of permissive service credit (as defined in Section
415(n)(3)(A) of the Code) under such plan, or (B) a repayment to which Section 415 of
the Code does not apply by reason of subsection (k)(3) thereof, within the meaning of
Section 457(e)(17) of the Code.

9.03 Treatment of Distributions of Amounts Previously Rolled Over From 401(a) and
403(b) Plans and IRAs. For purposes of Section 72(t) of the Code, a distribution from
this Plan shall be treated as a distribution from a qualified retirement plan described in
Section 4974(c)(1) of the Code to the extent that such distribution is attributable to an
amount transferred to an eligible deferred compensation plan from a qualified
retirement plan (as defined in Section 4974(c) of the Code).


ARTICLE X. DISTRIBUTION OF BENEFITS

10.01 Retirement Benefits and Election on Severance Event:

(a) General Rule: Except as otherwise provided in this Article X, the distribution of a
    Participant's Account shall commence as of a Participant's Automatic Distribution
                                            9
   Date, and the distribution of such benefits shall be made in accordance with one of
   the payment options described in Article 10.02. Notwithstanding the foregoing, but
   subject to the following paragraphs of this Article 10.01, the Participant may elect
   following a Severance Event to have the distribution of benefits commence on a
   fixed determinable date other than that described in the preceding sentence, but not
   later than April l of the year following the year of the Participant's Retirement or
   attainment of age 70-1/2, whichever is later. Prior to January 1, 2002, an election
   made pursuant to the preceding sentence shall not be valid unless such election is
   made not less than 30 days prior to the date that the distribution of a Participant's
   Account would otherwise commence.

(b) Additional Delay in Distribution: The Participant may elect to defer the commencement
    of distribution of benefits to a fixed determinable date later than the date provided in
    Article 10.01(a), but not later than April 1 of the year following the year of the
    Participant's retirement or attainment of age 70-1/2, whichever is later, provided,
    however, that in the case of elections made prior to January 1, 2002, (a) such election
    is made after the 61st day following the Participant's Severance Event and before
    commencement of distributions, (b) the Participant may only make only one (1) such
    election, and (c) such election is made not less than 30 days prior to the date the
    distribution of a Participant's Account would otherwise commence. Notwithstanding
    the foregoing, the Plan Administrator, in order to ensure the orderly administration of
    this provision, may establish a deadline after which such election to defer the
    commencement of distribution of benefits shall not be allowed.

(c) Loans: Notwithstanding the foregoing provisions of this Article 10.01, no election to
    defer the commencement of benefits after a Severance Event shall operate to defer
    the distribution of any amount in the Participant's Loan Account in the event of a
    default of the Participant's loan.

10.02 Payment Options:

As provided in Articles 10.01, 10.05, 10.06 and 10.07, a Participant or Beneficiary may
elect to have the value of the Participant’s Account distributed in accordance with one of
the following payment options, provided that such option is consistent with the limitations
set forth in Article 10.04:

(a) Equal monthly, quarterly, semi-annual or annual payments in an amount chosen by
    the Participant, continuing until his Account is exhausted;

(b) One lump-sum payment;

(c) Loan Limit. No Participant loan shall exceed the present value of the Participant's
     Account.

(d) Approximately equal monthly, quarterly, semi-annual or annual payments, calculated
    to continue for a certain period chosen by the Participant.

(e) Annual Payments equal to the minimum distributions required under Section 401(a)(9)
    of the Code, including the incidental death benefit requirements of Section

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   401(a)(9)(G), over the life expectancy of the Participant or over the life expectancies of
   the Participant and his Beneficiary.

(f) Payments equal to payments made by the issuer of a retirement annuity policy
    acquired by the Provider.

(g) A split distribution under which payments under options (a), (b), (c) or (e) commence
or are made at the same time, as elected by the Participant under Article 10.01, provided
that all payments commence (or are made) by the latest benefit commencement date
under Article 10.01.

(h) Any payment option elected by the Participant and agreed to by the Employer and
    Provider and as provided for by the Internal Revenue Service.

A Participant's or Beneficiary's selection of a payment option made after December 31,
1995, under Subsections (a), (c), or (g) above may include the selection of an automatic
annual cost-of-living increase. Such increase will be based on the rise in the Consumer
Price Index for All Urban Consumers (CPI-U) from the third quarter of the last year in
which a cost-of-living increase was provided to the third quarter of the current year. Any
increase will be made in periodic payment checks beginning the following January.

10.03 Default:

A Participant’s or Beneficiary’s election of a payment option must be made at least 30
days before the payment of benefits is to commence.

If, prior to January 1, 2002, a Participant or Beneficiary made a timely election of a
payment date but failed to specify a payment option or failed to make a timely election
of both payment date and option, and as a result, either was defaulted to benefit
commencement at age 65, or such other date as the Participant or Beneficiary may
have specified, benefits shall be paid annually in the amount of $100 per year
commencing at age 65 or the date specified by the Participant or Beneficiary until the
Participant or Beneficiary reaches age 70-1/2. When the Participant or Beneficiary
reaches age 70-1/2, payments shall be made in accordance with Code section
401(a)(9) and the regulations thereunder.

10.04 Limitation on Options:

No payment option may be selected by a Participant under subsections 10.02(a) or (c)
unless the amount of any installment is not less than $100 per year. No payment
option may be selected by a Participant under Sections 10.02, 10.06, or 10.07 unless it
satisfies the requirements of Sections 401(a)(9) and 457(d)(2) of the Code, including
that payments commencing before the death of the Participant shall satisfy the
incidental death benefit requirements under Section 401(a)(9)(G).

10.05 Minimum Distribution:

Starting the year a Participant who has a Severance Event reaches age 70-1/2 he is
required to withdraw a minimum amount annually from his account. If the Participant

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works past age 70-1/2, he is required to begin withdrawals for the year in which he
actually has a Severance Event.

For purposes of this Section, the Internal Revenue Code Regulations shall apply when
determining the minimum distribution.

10.06 Post-Retirement Death Benefits:

(a) Should the Participant die after he has begun to receive benefits under a payment
    option, the remaining payments, if any, under the payment option shall be payable to
    the Participant’s Beneficiary within the 30-day period beginning with the 61st day after
    the Participant’s death, unless the Beneficiary elects payment under a different
    payment option that is available under Article 10.02 within 60 days of the Participant’s
    death. Any different payment option elected by a Beneficiary under this section must
    provide for payments at a rate that is at least as rapid under the payment option that
    was applicable to the Participant. In no event shall the Employer or Provider be liable
    to the Beneficiary for the amount of any payment made in the name of the Participant
    before the Employer or Provider receives proof of death of the Participant.

(b) If the designated Beneficiary does not continue to live for the remaining period of
    payments under the payment option, then the commuted value of any remaining
    payments under the payment option shall be paid in a lump sum to the
    Beneficiary(ies) of the Beneficiary. In the event that the Beneficiary has no named
    Beneficiary(ies) on file, payment shall be made in a lump sum to the estate of the
    Beneficiary.

(c) If the beneficiary is a spouse, the Beneficiary may rollover distributions to an IRA or a
401, 403(b) or governmental 457 plan in which the spouse participates.

In the event that the Participant’s estate is the Beneficiary, the commuted value of any
remaining payments under the payment option shall be paid to the Participant's estate in
a lump sum.

10.07 Pre-Retirement Death Benefits:

(a) Should the Participant die before he has begun to receive the benefits provided by
    Article 10.01, the value of the Participant’s Account shall be payable to the Beneficiary
    commencing within the 30-day period beginning on the 91st day after the Participant’s
    death, unless the Beneficiary elects a different fixed or determinable benefit
    commencement date within 90 days of the Participant’s death. Such benefit
    commencement date shall be not later than the later of (i) December 31 of the year
    following the year of the Participant’s death, or (ii) if the Beneficiary is the Participant’s
    spouse, December 31 of the year in which the Participant would have attained age 70-
    1/2.

(b) Unless a Beneficiary elects a different payment option prior to the benefit
   commencement date, death benefits under this Section shall be paid in approximately
   equal annual installments over five years, or over such shorter period as may be
   necessary to assure that the amount of any annual installment is not less than $1,200.
   A Beneficiary shall be treated as if he were a Participant for purposes of determining
                                               12
   the payment options available under Article 10.02, provided, however, that the
   payment option chosen by the Beneficiary must provide for payments to the
   Beneficiary over a period no longer than the life expectancy of the Beneficiary, and
   provided that such period may not exceed (15) years if the Beneficiary is not the
   Participant’s spouse.

(c) In the event that the Beneficiary dies before the payment of death benefits has
    commenced or been completed, the remaining value of the Participant’s Account shall
    be paid in a lump sum to the Beneficiary(ies) of the Beneficiary.

(d) If the beneficiary is a spouse, the Beneficiary may rollover distributions to an IRA or a
   401, 403(b) or governmental 457 plan in which the spouse participates.

In the event that the Participant’s estate is the Beneficiary, payment shall be made to the
Participant's estate in a lump sum.

10.08 Unforeseeable Emergencies:

(a) In the event an unforeseeable emergency occurs, a Participant may apply to the Plan
    Administrator to receive that part of the value of his Account that is reasonably needed
    to satisfy the emergency need. If such an application is approved by the Plan
    Administrator, the Participant shall be paid only such amount as the Plan
    Administrator deems necessary to meet the emergency need, but payment shall not
    be made to the extent that the financial hardship may be relieved through cessation of
    deferral under the Plan, insurance or other reimbursement, or liquidation of other
    assets to the extent such liquidation would not itself cause severe financial hardship.

(b) An unforeseeable emergency shall be deemed to involve only circumstances of
    severe financial hardship to the Participant resulting from a sudden unexpected
    illness, accident, or disability of the Participant or of a dependent (as defined in
    Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to
    casualty, or other similar and extraordinary unforeseeable circumstances arising as a
    result of events beyond the control of the Participant. For example the need to send a
    Participant’s child to college, divorce, or to purchase a new home shall not be
    considered unforeseeable emergencies. The determination as to whether such an
    unforeseeable emergency exists shall be based on the merits of each individual case.

The Plan Administrator shall determine whether such unforeseeable emergency exists.

If a request for an unforeseeable emergency is denied, the Participant may appeal the
decision to the Deferred Compensation Committee. The written appeal must be filed with
the Plan Administrator within 30 days of the date of the denial. The decision of the
Deferred Compensation Committee shall be final.

Withdrawals of amounts because of an unforeseeable emergency will be permitted only
to the extent reasonably needed to satisfy the emergency.

If the Participant receives a withdrawal for a Unforeseeable Emergency, he must stop
contributions to the Deferred Compensation Plan for a period of six (6) months, or as
allowable by IRS Regulations
                                             13
10.09 Transitional Rule for Pre-1989 Benefit Elections: In the event that, prior to January
1, 1989, a Participant or Beneficiary has commenced receiving benefits under a payment
option then that payment shall remain in effect unless a change is allowed by the Internal
Revenue Service.

10.10 Inactive Accounts (De Minimis)

Voluntary In-Service Distribution: A Participant who is an active Employee of the
Employer may elect to receive a lump sum distribution of the total amount credited to
his Accounts under the Plan if all of the following requirements are met:

       (i)     The total amount credited to the Participant’s Accounts under the Plan,
               exclusive of any Rollover Contribution Accounts, does not exceed $5,000
               or such higher amount as may be provided under Section 411(a)(11)(A) of
               the Code.

       (ii)    The Participant has not previously received a distribution under this
               Section.

       (iii)   The Participant has not deferred Compensation under the Plan during the
               two-year period ending on the date of the distribution under this Section.

10.11 Other Distributions: Notwithstanding any other provisions of the Plan, the
Employer may change the time or methods of benefit payment pursuant this Plan.

If the balance due the Participant or Beneficiary is less than $5,000 (or as may be
revised by the Internal Revenue Service and/or the Department of Labor), the Employer
shall discharge its obligation by a lump sum payment.

10.12 Forfeiture: The Plan Administrator is authorized to declare a forfeiture to the
Plan of all Plan distributions and any income or other increment thereon if the owner,
participant or beneficiary cannot be found and has not, within three years after it
becomes payable or distributable, accepted the distribution, corresponded in writing
concerning the distribution, or otherwise indicated an interest as evidenced by a
memorandum or other written record on file with the Plan Administrator. All forfeitures
shall be used to offset future Plan expenses.


ARTICLE XI. LOANS TO PARTICIPANTS

11.01 Availability of Loans to Participants:

(a) The Employer has elected to make loans available to Participants. The Participant
    may apply for a loan from the Plan subject to the limitations and other provisions of
    this Article XI and the Internal Revenue Service Code restrictions.

(b) The Plan Administrator shall establish written guidelines governing the granting of
    loans, provided that such guidelines are approved by the Provider and are not
    inconsistent with the provisions of this Article, and that loans are made available to
                                               14
    all Participants on a reasonably equivalent basis.

11.02 Terms and Conditions of Loans to Participants:

Any loan by the Plan to a Participant under Article 11.01 of the Plan shall satisfy the
following requirements:

(a) Availability. Loans shall be made available to all Participants on a reasonably
    equivalent basis.

(b) Interest Rate. Loans must be adequately secured and bear a reasonable interest
    rate.

(c) Foreclosure. In the event of default on any installment payment, the outstanding
    balance of the loan shall be a deemed distribution. In such event, an actual
    distribution of a plan loan offset amount will not occur until a distributable event
    occurs in the Plan.

(d) Reduction of Account. Notwithstanding any other provision of this Plan, the portion
    of the Participant's Account balance used as a security interest held by the Plan by
    reason of a loan outstanding to the Participant shall be taken into account for
    purposes of determining the amount of the Account balance payable at the time of
    death or distribution, but only if the reduction is used as repayment of the loan.

(e) Amount of Loan. At the time the loan is made, the principal amount of the loan plus
   the outstanding balance (principal plus accrued interest) due on any other
   outstanding loans to the Participant from the Plan and from all other plans of the
   Employer that are qualified employer plans under Section 72(p)(4) of the Code shall
   not exceed the lesser of:

     (1)     50,000, reduced by the excess (if any) of

               (a)     The highest outstanding balance of loans from the Plan during
                       the one (1) year period ending on the day before the date on
                       which the loan is made, over

               (b)     The outstanding balance of loans from the Plan on the date on
                       which such loan is made; or

     (2)     One-half of the value of the Participant's interest in all of his Accounts
             under this Plan.

(f) Application for Loan. The Participant must give the Employer adequate written
     notice, as determined by the Plan Administrator, of the amount and desired time for
     receiving a loan. No more than one (1) loan may be made by the Plan to a
     Participant's in any calendar year. No loan shall be approved if an existing loan
     from the Plan to the Participant is in default to any extent.

(g) Length of Loan. Any loan issued shall require the Participant to repay the loan in
    substantially equal installments of principal and interest, at least monthly, over a
                                           15
   period that does not exceed five (5) years from the date of the loan; provided,
   however, that if the proceeds of the loan are applied by the Participant to acquire
   any dwelling unit that is to be used within a reasonable time (determined at the time
   of the loan is made) after the loan is made as the principal residence of the
   Participant, the five (5) year limit shall not apply. In this event, the period of
   repayment shall not exceed a reasonable period determined by the Employer.
   Principal installments and interest payments otherwise due may be suspended for
   up to one (1) year during an authorized leave of absence, if the promissory note so
   provides, but not beyond the original term permitted under this subsection (h), with a
   revised payment schedule (within such term) instituted at the end of such period of
   suspension. All loans will be due and payable within 90 days of a Severance Event.
   No payments are required during this grace period.

(h) Prepayment. The Participant shall be permitted to repay the loan in whole or in part
   at any time prior to maturity, without penalty.

(i) Promissory Note. The loan shall be evidenced by a promissory note executed by the
    Participant and delivered to the Plan Administrator, and shall bear interest at a
    reasonable rate determined by the Plan Administrator.

(j) Security. The loan shall be secured by an assignment of the participant's right, title
    and interest in and to his Account.

(k) Assignment or Pledge. For the purposes of paragraphs (f) and (g), assignment or
   pledge of any portion of the Participant's interest in the Plan and a loan, pledge, or
   assignment with respect to any insurance contract purchased under the Plan, will be
   treated as a loan.

(l) Other Terms and Conditions. The Plan Administrator shall fix such other terms and
    conditions of the loan as it deems necessary to comply with legal requirements, to
    maintain the qualification of the Plan and Trust under Section 457 of the Code, or to
    prevent the treatment of the loan for tax purposes as a distribution to the Participant.

The Employer, in its discretion for any reason, may also fix other terms and conditions
of the loan, including, but not limited to, the provision of grace periods following an
event of default, not inconsistent with the provisions of this Article and Section 72(p) of
the Code, and any applicable regulations thereunder.

11.03 Participant Loan Accounts:

(a) Upon approval of a loan to a Participant by the Plan Administrator, an amount not in
    excess of the loan shall be transferred from the Participant's other investment
    fund(s), described in Article 8.01 of the Plan, to the Participant's Loan Account as of
    the Accounting Date immediately preceding the agreed upon date on which the loan
    is to be made.

(b) The assets of a Participant's Loan Account may be invested and reinvested only in
    promissory notes received by the Plan from the Participant as consideration for a
    loan permitted by Article 11.01 of the Plan or in cash. Uninvested cash balances in
    a Participant's Loan Account shall not bear interest. Neither the Employer, the
                                            16
   Provider, nor any other person shall be liable for any loss, or by reason of any
   breach, that results from the Participant's exercise of such control.

(c) Repayment of principal and payment of interest shall be made by payroll deduction
    or, where repayment cannot be made by payroll deduction, by check, and shall be
    invested in one (1) or more other investment funds, in accordance with Article 8.01
    of the Plan, as of the next Accounting Date after payment thereof to the Trust. The
    amount so invested shall be deducted from the Participant's Loan Account.

(d) The Employer shall have the authority to establish other reasonable rules, not
    inconsistent with the provisions of the Plan, governing the establishment and
    maintenance of Participant Loan Accounts.


ARTICLE XII. NON-ASSIGNABILITY

12.01 In General: Except as provided in Article 12.02, no Participant or Beneficiary shall
have any right to commute, sell, assign, pledge, transfer or otherwise convey or
encumber the right to receive any payments hereunder, which payments and rights are
expressly declared to be non-assignable and non-transferable.

12.02 Domestic Relations Orders:

(a) Allowance of Transfers: To the extent required under final judgment, decree, or order
    (including approval of a property settlement agreement) that (i) relates to the
    provision of child support, alimony payments, or marital property rights and (ii) is
    made pursuant to a state domestic relations law, any portion of a Participant's
    Account may be paid or set aside for payment to a spouse, former spouse, child, or
    other dependent of the Participant.

   Where necessary to carry out the terms of such an order, a separate Account shall be
   established with respect to the spouse, former spouse, or child who shall be entitled to
   make investment selections with respect thereto in the same manner as the
   Participant; any amount so set aside for a spouse, former spouse, or child shall be
   paid out in a lump at the earliest date that benefits may be paid to the Participant,
   unless the order directs a different time or form of payment. To the extent provided
   in Article IX, the alternate payee may elect to transfer all or part of a distribution to an
   eligible retirement plan. In addition, in accordance with Code Section 414(p)(10),
   this Plan shall consider an order a qualified domestic relations order even if such
   order requires a distribution to an alternate payee prior to the time that a Participant
   has a Severance Event. Any Payment made to a person other than the Participant
   pursuant to this Article shall be reduced by any required income tax withholding and
   shall be taxable to the alternate payee.

(b) Release from Liability to Participant: The Employer’s liability to pay benefits to a
    Participant shall be reduced to the extent that amounts have been paid or set aside
    for payment to a spouse, former spouse, or child pursuant to paragraph (a) of the
    Article. No such transfer shall be effectuated unless the Employer has been provided
    with satisfactory evidence that the Employer is released from any further claim by the
    Participant with respect to such amounts. The Participant shall be deemed to have
                                             17
   released the Employer from any claim with respect to such amounts, in any case in
   which (i) the Employer has been served with legal process or otherwise joined in a
   proceeding relating to such transfer, (ii) the Participant has been notified of the
   pendency of such proceeding in the manner prescribed by the law of the jurisdiction in
   which the proceeding is pending for service of process in such action or by mail from
   the Employer to the Participant’s last known mailing address, and (iii) the Participant
   fails to obtain an order of the court in the proceeding relieving the Employer from the
   obligation to comply with the judgment, decree, or order.

(c) Participation in Legal Proceedings: The Employer shall not be obligated to defend
    against or set aside any judgment, decree, or order described in paragraph (a) or any
    legal order relating to the garnishment of a Participant’s benefits, unless the full
    expense of such legal action is borne by the Participant. In the event that the
    Participant’s action (or inaction) nonetheless causes the Employer to incur such
    expense, the amount of the expense may be charged against the Participant’s
    Account and thereby reduce the Employer’s obligation to pay benefits to the
    Participant. In the course of any proceeding relating to divorce, separation, or child
    support, the Employer shall be authorized to disclose information relating to the
    Participant’s Account to the Participant’s spouse, former spouse, or child (including
    the legal representatives of the spouse, former spouse, or child), or to a court.


ARTICLE     XIII.   RELATIONSHIP       TO    OTHER     PLANS      AND    EMPLOYMENT
                    AGREEMENTS

This Plan serves in addition to any other retirement, pension, or benefit plan or system
presently in existence or hereinafter established for the benefit of the Employer’s
employees. Nothing contained in this Plan shall be deemed to constitute an employment
contract or agreement between any Participant and the Employer or to give any
Participant the right to be retained in the employ of the Employer. Nor shall anything
herein be construed to modify the terms of any employment contract or agreement
between a Participant and the Employer.


ARTICLE XIV. APPLICABLE LAW

This Plan and Trust shall be construed under the laws of the State of California and is
established with the intent that it meets the requirements of an “eligible deferred
compensation plan” under Section 457 of the Code, as amended. The provisions of this
Plan and Trust shall be interpreted and applied so as to conform with the requirements of
Section 457 of the Code.


ARTICLE XV. GENDER AND NUMBER

The masculine pronoun, whenever used herein, shall include the feminine pronoun, and
the singular shall include the plural, except where the context requires otherwise.


ARTICLE XVI. MISCELLANEOUS
                                            18
16.01 The Deferred Compensation Committee, as defined in Article 3.07 is empowered to
review, evaluate, and make recommendations for product providers to the City Council.
Additionally, the Deferred Compensation Committee will serve as an advisor to the Plan
Administrator in decisions such as unforeseeable emergency limitations, etc. and specific
duties and responsibilities for overall deferred compensation plan administration are
noted below:

      A.     CITY COUNCIL

             1.     Authorize, by resolution, the Anaheim Deferred
                    Compensation Plan Document, in compliance with Section
                    457 of the Code.

             2.     Approves additions or removal of Plan Providers, as well as
                    approves major amendments to approved plans.

             3.     Authorize the administration of the Plan.

      B.     PLAN ADMINISTRATOR

             1.     Day to day administration, including approval of Plan
                    participation agreements and preliminary evaluation of
                    unforeseeable emergencies.

             2.     Authority to sign all legal agreements with approved Plan
                    Providers, including minor Plan amendments.

             3.     Provide recommendations on adding or deleting Plan
                    Providers, to the City Council.

             4.     Communicating the Deferred Compensation Program to employees.

             5.     Maintain Deferred Compensation Procedures Manual and
                    related Plan documents.

             6.     Coordinate Plan Provider/City employee meeting schedule.

             7.     The Plan Administrator shall have the right to delegate any of
                    the above duties to staff.

      C.     DEFERRED COMPENSATION COMMITTEE

             1.     Conduct reviews of the Deferred Compensation Program and make
                    recommendations as necessary.

             2.     Review Plan Provider performance and assist the Plan Administrator
                    in developing recommendations on adding, deleting or amending
                    Plan Providers to the City Council.

                                           19
              3.     Review and make determinations on adding, deleting or amending
                     Investment Options.

              4.     Assist the Plan Administrator on unforeseeable emergency
                     determinations, as necessary.

              5.     The Committee shall have the power to appoint subcommittees.

              6.     The five (5) Deferred Compensation Committee Members shall
                     serve as Trustees of the Trust.

              7.     The Committee will select the 5th member (Participating Employee)
                     of the Committee.

       D.     SUBCOMMITTEE

              1.     Performs task within the scope of the Committee’s responsibility

              2.     The subcommittee makes reports and recommendations for
                     consideration to the Committee.

16.02 No Participant or other person shall have any legal or equitable right against the
Employer except as provided in the Plan, and in no event shall the terms of employment
of any Employee or Participant be modified or in any way affected thereby.

16.03 Each Participant herein expressly agrees for himself, his successors, assignees
and his beneficiaries that he shall look solely to the general assets of the Trust for the
payment of any such benefit to which he may become entitled under the Plan.

16.04 The Plan has been adopted in the State of California and shall be construed and
governed and administered in compliance with all applicable State law.

16.05 The Plan shall be binding upon and shall inure to the benefit of the Employer, its
successors and assigns, all Participants and Beneficiaries, and their heirs, and legal
representatives.

16.06 Any notice or other communication required or permitted under the Plan shall be in
writing, and if directed to the Employer shall be sent to the Employer or Contract
Administrator at its principal office, as applicable; 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 be deemed given when mailed.

16.07 Deductions for Participant’s contributions to the Public Employees’ Retirement
System, Social Security, or other retirement plan or associations, shall be made
regardless of amounts deferred pursuant to the Plan.

16.08 A permitted leave of absence without pay shall be considered to be a temporary
suspension of contribution to the Plan. Contribution shall be automatically reinstated in
accordance with the Participation Agreement as of the first day of the next payperiod
subsequent to the termination of such leave of absence status. In the event of a non-
                                             20
permitted leave of absence without pay, the Employer at its discretion may deem such
absence a revocation of the Participation Agreement.



ARTICLE XVII. AMENDMENT OR TERMINATION OF PLAN

The Employer has the sole and exclusive right to terminate this Plan for all Participants at
any time. Upon such termination, each Participant in the Plan will be deemed to have
revoked his Participation Agreement as of the date of such termination. Such termination
shall have no effect on the rights of the Participant with respect to amounts already
deferred under the Plan or transferred pursuant to Article IX.

The Employer may also amend the provisions of this Plan at any time; provided, however,
that no amendment shall affect the rights of the Participants or their Beneficiaries to the
receipt of payment of benefits, to the extent of any Compensation deferred at the time of
the amendment as adjusted for income or losses attributable to such Deferred
Compensation prior to and subsequent to the amendment.

To the extent that there are legislative changes affecting Section 457 of the Internal
Revenue Service Code, this plan shall be interpreted to allow implementation of
mandatory changes.

This Plan is intended to qualify as an eligible deferred compensation plan under Section
457 of the Code and shall be interpreted and administered in a manner consistent with
such qualifications. The Employer reserves the right to amend the Plan to the extent that
may be necessary to conform the Plan to the requirements of Section 457 of the Code
and any other applicable law, regulation or ruling, including amendments that are
retroactive to the effective date of the Plan. In the event that the Plan is deemed by the
Internal Revenue Service to be administered in a manner inconsistent with Section 457 of
the Code, the Employer shall correct such inconsistency within the period provided in
Section 457 of the Code, or terminate the Plan. The Employer reserves the right to take
such action and do such things as are required to make the Plan, as administered,
consistent with Section 457 of the Code.


ARTICLE XVIII. TOTAL AGREEMENT

This Plan and the Participation Agreement, and any subsequently adopted amendment
thereof, shall constitute the total agreement or contract between the Employer and the
Participant regarding the Plan. No oral statement regarding the Plan may be relied upon
by the Participant.

The Employer hereby establishes this Deferred Compensation Plan on the terms and
conditions set forth herein.




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