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HomeMy WebLinkAboutC2008-263 - 7/15/2008 - ApprovedFICA ALTERNATIVE PLAN AI?reement THIS FICA ALTERNATIVE PLAN AGREEMENT ("Agreement") is entered into by and beriveen NATIONWIDE RETIREMENT SOLUTIONS (the "Contractor") a Corporation, and the City of Corpus Christi, a Texas home-rule municipal corporation (the "City") effective for all purposes upon execution by the City Manager or his designee. WHEREAS Contractor has proposed to provide FICA Alternative Plan Services in response to Request for Proposal (RFP) No. BI-0219-07. WHEREAS the City has determined Contractor to be the Best Value Proposer; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will perform the FICA Alternative Plan Services in accordance with RFP No. BI-0219-07. These form the contract documents. 2. Term. This Agreement is for a period of five years commencing on the date signed by the City Manager, or his designee, and subsequent to approval of the City Council, with the option to extend for up to two additional twelve-month periods subject to the approval of the Contractor and the City Manager or his designee ("City Manager".) 3. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non-performance and authorizations for payment. All of Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Director of Human Resources, 4. Independent Contractor. Contractor will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant, or employee of Contractor be considered as an employee of the City. S. Insurance. Before activities can begin under this Agreement, Contractor must deliver a Certificate of Insurance, as proof of the required insurance coverages to the Procurement & General Services Supervisor. Additionally, the Certificate must state that the Procurement & General Services Supervisor and Director of Human Resources will be given at least 30 days notice of cancellation or intent not to renew any of the policies by first class mail. The City must be named as an Additional Insured on commercial general liability coverage. The City Attorney must be given copies of certificates of insurance as proof of required insurance coverage within 15 days of the City Manager's written request. Insurance requirements are attached and incorporated as Exhibit C, and may be revised annually by the City Manager as mutually agreed upon 30 days written notice to Contractor. 6. Assignment. No assignment of this Agreement or any right or interest therein by Contractor except to its parent or subsidiary is effective unless the City first gives its written consent to such 2008-2631ance of this Agreement by Contractor is of the essence of this Agreement 07/15/08 hh°ld consent to such assignment is within the sole discretion of the City Res. 027756 r' Nationwide Retirement Solutions ~iY~G/~E~ 7. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City, which fiscal year ends on July 31 annually, is subject to appropriations and budget approval providing for such contract item as expenditure in said budget. The City does not represent that said budget item will be actually adopted, that determination is within the sole discretion of the City Council at the time of adoption of each budget. 8. Indemnification. NATIONWIDE RETIREMENT S,,QLL?lONS (Indemnity) agrees tv indemnify, defend and ho/d the CityofCorpus Ch~rsGi, and its ofl9cers, emp/oyees, and agents (Indemnitees) halmless hnm and against any and a/! /fabl/ity, /ass, c/a/ms, demands, suits, and causes of action of any nature on account of dea[h, persona/ injuries, properly/ass ordamage tvproperty(inc/uding properly of Indemnity or Indemnttees), orany olherkind ofdamage, inducting a//expenses of/itigation, court oasts, atlorneys'fees, expert wrlness flees, the amount ofanyjudgmeni; penalty, or interest which arise out ofor in connecb%on with this aont+act or the performance of this contract (inc/uding, without /imKing tl~e fnnegoing, workers wmpensation and death c/aims) fririnjuries, death, ordamages thatare caused by, orare c/aimed to be caused by the aoncurent or con6ibuting neg/igence of Indemnitees, but not by the so% neg/igence oflndemnit~ees unmixed with the fault ofany other person orgroup, Indemnity specfica/ty agrees tv indemnify Indemnit+ees from ii~e neg/igence of ils emp/oyees un/e~s neg/igence is so% neg/igence oflndemnilees Indemnit~rmust; at its own expense, investigate a// c/aims, attend to their settlement or other dispotsition, defend Indemnrlees in a// actions based on tlrose c/aims with counsel satlsfactory tv Indemnrtees, and pay a// atiomeys'fiees, casts and expenses of every idndand character whatsoeverr~esu/t/ng from the c/aims, 9. Waiver. No waiver of any breach of any term or condition of this Agreement, or Contractor's proposal submitted in response to RFP No. BI-0219-07 waives any subsequent breach of the same. 10. Compliance with Laws. This Agreement is subject to all Federal laws and laws of the State of Texas. All duties of the parties will be performed in the City of Corpus Christi, Texas and or on property owned/or leased by the City of Corpus Christi, TX. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 11. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors, Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 12. Amendments. This Agreement maybe amended only by written agreement signed by duly authorized representatives of the parties hereto. 13. Termination. The City Manager may terminate this Ageement for Contractor's failure to perform the services specified in RFP No. BI-0219-07. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. The City may terminate this Agreement for cause upon written notice to the Contractor. The Contractor may terminate this Agreement upon 120 days prior written notice for the City's failure to perform or fulfill its obligations as set forth in this Agreement. Alternatively, the City may terminate this Agreement, without cause, upon 60 days prior written notice. 14. Taxes. Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other related taxes according to Circular E Employer's Tax Guide, Publication 15, as it may be amended in regard to Contractor's employees. Contractor must provide proof of payment of these taxes within 30 days after City Manager's written request therefor. Failure to pay or provide proof of payment is grounds for the City Manager to immediately terminate this Agreement. 15. Drug Policy. Contractor must adopt a Drug Free Workplace and drug testing policy that substantially conforms to the City's policy, which is a Zero Tolerance policy that eliminates drugs in the workplace. 16. Invoicing. Invoicing shall be performed monthly and shall be reported in such a fashion as to clearly identify through separate invoicing occupational and non-occupational related charges. To the extent possible, one invoice per month per location shall be provided for occupational charges and one invoice per month per location shall be provided for non-occupational charges. 17. Notice. Notice maybe given by facsimile, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand delivered or on the third day after deposit if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Procurement & General Services Suuervisor P.O. Box 9277 Corpus Christi, Texas 78469-9277 FAX No.: (3611 826- 3170 IF TO CONTRACTOR: Contractor Name: Nationwide Retirement Solutions, Inc. Contact Person: Lance W. Kesterson. Vice President. CFO Address: 5900 Packwood Place City, State, Zip: Dublin, OH. 43016 FAX No.: (6141854-5457 18. Month-to-Month Extension. If the City has not completed the procurement process and awarded a new FICA Alternative Plan contract upon the expiration of this Agreement, then Contractor must continue to provide services under this Agreement, at its current fee, on a month-to-month basis, not to exceed six months. This Agreement automatically expires on the effective date of a new contract. The Procurement & General Services Supervisor will provide written notice of the effective date of the new contract to Contractor. 19. Severability. Each provision of the Agreement shall be considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be constmed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. 20. Precedence of Contract Documents. In case of a conflict in the contract documents, first precedence shall be given to this fully executed FICA Alternative Plan Agreement; second precedence shall be given to Application for an Acceptance of Group Fixed Fund Retirement Contract; third precedence shall be given to the City of Corpus Christi OBRA Plan Document; fourth precedence shall be given to the United States Conference of Mayors OBRA Deferred Compensation Program Administrative Agreement. SIGNED this day of , 2008. Assistant Director of Financial Services CONTRACTOR: ~/U~~G~ Matthew A. Riebel, President Nationwide Retirement Solutions, Inc. ATTEST: CITY CO TI i~ a Y Michael B era Date APPROVED AS TO FORM THIS AY OF ~ 2008 Mary Kay Fischer, CITQYA~TT~O/R~NEY Veromca Ocar~as, Assistant City Attorney Incorporated by reference: Exhibit A: RFP No. BI-0219-07 Exhibit B: Proposer's Proposal Exhibit C: Insurance Requirements ~' Q~ /~~AUTHORIZED er councl~ ...~(~o~-- EXHIBIT C INSURANCE REQUIREMENTS 1. NATIONWIDE RETIREMENT SOLUTIONS LIABILITY INSURANCE A. Contractor must not commence work under this agreement until he/she has obtained all insurance required herein and such insurance has been approved by the City. Nor may Contractor allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager or designee, 2 copies of Certificates of Insurance, with the City named as an additional insured for the General liability policy, and a blanket waiver of subrogation in favor of the City is required for the WC policy showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day written notice of material change, non- Bodily Injury and Property Damage renewal, cancellation or termination is Per occurrence aggregate re uired on all certificates COMMERCIAL GENERAL LIABILITY $1,000,000 COMBINED SINGLE LIMIT including: 1. Commercial Form 2. Premises -Operations 3. Products/ Completed Operations Hazard 5. Contractual Liability 6. Broad Fonn Property Damage 7. Independent Contractors 8. Personal Injury 9. Employee Benefits Liability FIDUCIARY PROFESSIONAL LIABILITY to include $1,000,000 COMBINED SINGLE LIMIT 1. Employee Benefits Liability WORKERS' COMPENSATION (Applicable when on City owned premises) WHICH COMPLIES WITH THE TEXAS WORKERS' COMPENSATION ACT AND PARAGRAPH II OF THIS EXHIBIT EMPLOYERS' LIABILITY $500,000 FIDUCIARY BOND Minimum of 10% of plan assets C. In the event of accidents of any kind, Contractor must furnish the Risk Manager with copies of all reports of all accidents within (10) ten days of the accident. 2008 FICA- NRS ins. req. 5-I9-08 ep Risk Mgm[. II. ADDITIONAL REQUIREMENTS A. Contrator must obtain workers' compensation coverage through a licensed insurance company. The contract for coverage must be written on a policy and with endorsements approved by the Texas Deparirnent of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Lessee will be promptly tnet. B. Certificate of Insurance: * The City of Corpus Christi must be named as an additional Insured on the General liability coverage, and a blanket waiver of subrogation in favor of the City is required on the WC policy. * If your insurance company uses the standard ACORD form, the cancellation clause (bottom right) must be amended by adding the wording "changed or" between "be" and "canceled", and deleting the words, "endeavor to", and deleting the wording after "left". In lieu of modification of the ACORD form, separate policy endorsements addressing the same substantive requirements are mandatory. * The name of the contract /project must be listed under "Description of Operations" * At a minimum, a 30-day written notice to the Risk Manager of non-renewal, cancellation or termination is required. 2008 FICA• NRS ins. req. 5-19-OB ep Risk Mgmt. NATIONWIDE LIFE INSURANCE COMPANY (The Company) APPLICATION FOR AND ACCEPTANCE OF GROUP FIXED FUND RETIREMENT CONTRACT Application is hereby made to the Company by: City of Corpus Christi (The Entity Name) ' for the attached Group Fixed Fund Retirement Contract. The Entity approves and accepts the terms of the Contract. The Entity agrees to perform the duties of the Owner under the Contract. It is further agreed that as of the later of: (1) the date this Application for and Acceptance of Group Fixed Fund Retirement Contract is signed; or (2) the date as of which the Contract is executed by the Compan ;this Application for and Acceptance of Group Fixed Fund Retirement Contract shall supersede a~y pr¢Ijm~r arq~eplication previously executed. Signature) Assistant Director of Financial Services (Title) Authorized Representative Si nature) Cazo~Ci~~ Nl ki~~~~~e ht18ST! ARMANDO CHAPP q7Y SECREfAR" Original - NRS • Copy 1 -Entity 1 (Date) (D te) . 9a'1 5~ ~urllo~iz~o DC-2040-0602 CONTRACT SPECIFICATIONS PAGES Contract Owner: City of Corpus Christi, for the exclusive benefit of its Participants and their beneficiaries. Contract Owner's Address: City of Corpus Christi PO Box 9277 Corpus Christi, TX 78468-9277 Attention: Paul J. Pierce, Procurement & General Services Supervisor Nationwide's Address: Nationwide Life Insurance Company 5900 Parkwood Road, PW-OI-]0 Dublin, Ohio 43016 Attn: VP -Public Sector Finance and Actuarial Plan: City of Corpus Christi FICA Alternative Plan 457 OBRA Plan Record-Keeper: N/A Processing of Purchase Pavments: Purchase Payments will be applied [o the Contract by Nationwide within one (1) business days of receipt in good order. Contract Expenses General Account Charge: N/A Contract Maintenance Charge: N/A Participant Account Charge: N/A Exchange and Transfer Limitation Elected N/A Guaranteed Minimum interest Rate: I.00% NRB-0106TX.1 (Texas) (10/2006) TABLE OF CONTENTS CONTRACT SPECIFICATIONS PAGE .............................................................................................INSERT DEFINITIONS ......................................................................................................................................................3 GENERAL PROVISIONS ...................................................................................................................................4 Entire Contract Non-Participating Incontestability Assignment Communication Alteration or Modification Plan Amendment Number CONTRACT EXPENSES ....................................................................................................................................5 Contract Maintenance Charge Participant Account Charge General Account Charge Plan Expenses and Additional Service Fees Additional Expense Charges INTEREST CREDITING UNDER THE CONTRACT ................. Guaranteed Interest Rates Crediting Interest to the Contract Calculating the Contract Value Calculating a Participant Account Value under the Contract PURCHASE PAYMENTS ...................................................................................................................................7 Acceptance of Purchase Payments Processing of Purchase Payments Crediting and Recapture PARTICIPANT ACCOUNTS EXCHANGES AND TRANSFERS .....................................................................................................................5 General Information Regarding Exchanges and Transfers Sixty Month Exchange or Transfer Program PARTICIPANT BENEFIT PAYMENTS ...........................................................................................................9 Retirement Income Payment Options Death of a Participant Death of a Retired Participant Involuntary Cash-Outs of Participant Accounts Misstatement of Age or Gender Other Participant Benefit Payments TERMINATION AND WITHDRAWALS .......................................................................................................11 Termination by [he Contract Owner Termination by Nationwide Payment of the Withdrawal Value Recapture of Acquisition Expenses NRC-0106TX.1 2 (Texas) (4/4/2008) DEFINITIONS Annual Guaranteed Interest Ra[e -The minimum guaranteed interest rate applied [o [he Contract for a calendar year. Nationwide determines [his rate at its sole discretion. This rate does no[ include the deduction of any applicable "General Account Charge." Business Day -Each day [he New York Stock Exchange and Na[ionwide's home office are open for business. Companion Investment Option(s) -Another investment option under the Plan. This may include other investment contracts and options offered by Nationwide or by another provider. Contract -The terms, conditions, benefits and rights of the group fixed annuity described in [his document, as well as any endorsements, amendments and the application form. Contract Anniversary -Beginning with [he "Effective Dale of Contract", each recurring one-year anniversary of [he "Effective Date of Contract" during which [he Contract remains in force. Contract Owner -The entity identified on the face page of the Contract and the "Contract Specifications Pages" as the Contract Owner. Contract Value -The current value of assets held under [he Contract. Exchange -The movement of amounts attributable [o Participant Accounts to a Companion Investment Option under the Plan. Guaranteed Minimum Interest Rate - A Floor interest rate established when the Contract is issued. All rates under [he Contract are guaranteed to be at least as great as the Guaranteed Minimum Interest Rate for as long as the Contract remains in-force. Interest credited to the Contract will no[ be less than 1.00%, subject [o any applicable "General Account Charge: ' Nationwide -Nationwide Life Insurance Company. Participant - An employee or independent contractor [ha[ is eligible [o be a part of the Plan and is entitled to benefits under the Plan. The Contract Owner, or its designated representative, determines eligibility [o participate in the Plan. Participant Account - An individual account established for a Participant under the Plan. A Participant Account will record all transactions attributable to the Plan on behalf of the Participant or [he Participant, if permitted by the Plan. This includes Participant Contributions, Exchanges and Transfers and accumulated interest. Participant Account Value -The present value of [he Participant's Account under [he Contract. Participant Benefit Payments -All payments of benefits [ha[ result from a Participant's retirement, termination of employment, or any payment that a Participant is entitled to based on [he terms of the Plan. Participant Benefit Payments specifically exclude all employer initiated Withdrawals. Participant Contributions - A portion of a Purchase Payment attributable [o a Participant's election [o contribute money to [he Plan. Plan -The employer sponsored retirement plan or tax deferred arrangement specified on the "Contract Specifications Pages." Purchase Payment(s) -New money deposited into the Contract by [he Contract Owner. Unless otherwise agreed [o in writing, Nationwide only accepts Purchase Payments in the currency of the United Stales of America. NRC-0106TX.1 3 (Texas) (4/4/2005) Retired Participant - A Participant that has severed his or her employment with the employer covered by [he Plan and is eligible to receive distribution from his or her Participant Account. Quarterly Guaranteed Interest Rate -The minimum guaranteed interest rate applied to [he Contract for a calendar quarter. This rate may be equal to or greater than the applicable Annual Guaranteed Interest Rate. Nationwide determines this rate a[ its sole discretion. This rate does not include the deduction of any applicable "General Account Charge." Transfer(s) -The movement of amounts attributable to Participant Accounts to anon-Companion Investment Option. Withdrawal - A liquidation and payment of part or all of [he Contract Value directed by the Contract Owner. References to "Withdraw" or "Withdrawn" will also mean Withdrawal. Withdrawal Value -The value of a partial or full Withdrawal of assets from the Con[rac[. This represents [he Contract Value on [he date of Withdrawal minus any applicable charges stated on the "Contract Specifications Pages." GENERAL PROVISIONS Entire Contract The Con[rac[, and any endorsements or amendments, constitutes the entire agreement between Nationwide and the Contract Owner. Non-Participating The Con[rac[ is non-participating. It does not share in the surplus of Nationwide. Incontestability The Contract will not be contested by Nationwide. Assignment The Contract may not be assigned by the Contract Owner without the prior written consent of Nationwide. Communication All communications described in the Con[rac[ between [he Contract Owner and Nationwide must be in writing and must be delivered to [he respective parties' address listed on [he "Contract Specifications Page." Any change of address by any party to [he Contract must be communicated in writing [o the other party. Alteration or Modification No agent or other person, except an authorized elected officer of Nationwide or specifically authorized designate, has [he authority to change [he terms and conditions of the Contract. Any changes to the Contract must be made in writing and signed by Na[ionwide'.s President or Secretary. A copy of any amendment or endorsement modifying [he Contract will be furnished [o [he Contract Owner. Amendments and endorsements to the Con[rac[ may be subject to state regulatory approval before taking effect. In addition, the Contract may be modified or superseded by applicable law. Nationwide may amend the Contract by providing [he Contract Owner ninety (90) days advanced written notice. The Contract Owner will receive any amendment or endorsement [o [he Contract. In addition, Nationwide and the Contract Owner may mutually agree to amend [he Contract. NRC-0106TX.1 4 (Texas) (4/4/2008) In [he even[ any modifications to [he charge s[mc[ures, contact information or elections stated on [he "Contract Specifications Pages" aze made, Nationwide will provide updated "Contract Specifications Pages" to the Contract Owner. The new "Con[mc[ Specifications Pages" will supersede the existing pages on the effective date of [he change. Plan Amendment Unless otherwise provided, the Contract Owner will notify Nationwide a[ leas[ thirty (30) days prior [o the effective date of the following events: amendment or modification of the Plan [hat may materially affect Nationwide's obligations hereunder; 2. change in the administrative practices adhered [o by [he Plan [ha[ may materially affect Nationwide; or 3. change in the investment options offered by [he Plan, including addition of investment options or alteration and/or modification of investment options. The Plan is not a part of this Contract. Nationwide's rights and obligations are governed by the Contract. Notwithstanding [he foregoing, Nationwide may amend the Contract when, in the opinion of Nationwide, an amendment is necessary [o comply with the action of any legislative, judicial, or regulatory body which impacts [he Contract. In [he even[ such amendments [o the Contract cause an adverse financial impact [o the Plan, the Contract may be terminated by the Contract Owner in accordance with the Termination provision of the Contract. The Contract Owner may amend the Plan when, in the opinion of [he Contract Owner, an amendment is necessary to comply with [he action of any legislative, judicial or regulatory body which impacts the Plan. In [he even[ such amendments to [he Plan cause an adverse financial impact to Nationwide, the Contract may be terminated by Nationwide in accordance with the Termination provision of the Contract. Number Unless otherwise provided, all references in this Contract in the singular form will include the plural; all references in [he plural form will include the singular. CONTRACT EXPENSES Nationwide will deduct the applicable charges described herein. Contract expenses are negotiated between Nationwide and the Contract Owner based on a multitude of factors, including, but not limited to, [he number of Participants covered by the Contract, [he size of Plan assets, [he overall expense structure of [he Plan, and how [he Con[rac[ Owner wants expenses distributed. The expenses described herein are deducted from Participant Accounts. Contract Maintenance Charge Nationwide may assess a "Contract Maintenance Charge." The "Contract Maintenance Charge" is a flat dollar fee assessed against the assets of [he Contract. If this charge is assessed by Nationwide, [he amount and frequency is stated on the "Contract Specifications Pages." Unless otherwise agreed [o by Nationwide in writing, the Contract Owner will determine how [his charge is to be allocated and deducted from Participant Accounts. Participant Account Charge Nationwide may assess a "Participant Account Charge" against each Participant Account. The "Participant Account Charge" is a flat-dollar fee. If [his charge is assessed by Nationwide [he amount and frequency is stated on the "Contract Specifications Pages." NRC-0106TX.1 5 (Texas) (4/4/2008) General Account Charge Nationwide may assess a "General Account Charge." The "General Account Charge" is deducted from the interest rate credited to [he Contract. If [his charge is assessed by Nationwide, the amount of the charge is stated on the "Contract Specifications Pages" on an annual basis. Plan Expenses and Additional Service Fees The Contract Owner may decide [o deduct expenses associated with [he Plan or fees associated with additional services provided [o Participants from assets held under [he Contract. Nationwide will deduct these expenses or fees from the Contract. The Contract Owner must notify Nationwide in writing of the amount [o be deducted for Plan expenses and how these deductions will be apportioned among the Participant Accounts. Additional Expense Charges If [he Contract Owner requests Nationwide to perform additional services related [o the Contract, but not specifically described herein, then Nationwide may assess charges for such services rendered against [he assets held in the Contract. Nationwide and the Contract Owner will agree in writing, and in advance, to the amount of charges associated with [he additional services described herein and how these deductions will be apportioned among the Participant Accounts. INTEREST CREDITING UNDER THE CONTRACT The Contract offers an Annual Guaranteed Interest Ra[e and a Quarterly Guaranteed Interest Ra[e. Nationwide credits interest to the Contract at these rates [ha[ i[ prospectively declares. Interest rates are determined at the sole discretion of Nationwide, including any excess interest rates. Nationwide declares all of its rates as annual effective yields. Nationwide reserves the right to discontinue accepting additional Purchase Payment and Transfer and Exchange allocations [o [he Contract a[ any time. Contract guarantees are supported by the general account of Nationwide and are not insured by [he FDIC, NCUSIF or any other agency of the Federal government. The Contract is non-participating and will not share in any surplus of Nationwide. Guaranteed Interest Rates The Guazanteed Minimum Interest Ra[e for the Contract is listed on [he "Contract Specifications Pages." No later than the last Business Day of a calendar year, Nationwide declares the Annual Guaranteed Interest Rate for the Contract for [he next calendar year. In addition, no later than the last Business Day of a calendar quarter, Nationwide will declare the Quarterly Guaranteed Interest Rate to be credited for the next calendar quarter. Notwithstanding the preceding, the Withdrawal Value will be subject [o a market value adjustment described herein due to termination. Crediting Interest to the Contract Nationwide interest rates are all declared as annual effective yields. An effective yield takes into account [he effect of interest compounding. Nationwide credits interest to the Contract on each Business Day. Annual effective yields are converted by Nationwide into a daily interest rate factor. The current Contract Value is calculated by taking [he daily interest rate factor and multiplying it by the previous Business Day's Contract Value. Because interest is credited only on Business Days, interest from multiple non-Business Days (e.g., days falling on a weekend or holidays) accumulate and are credited on [he next available Business Day. NRC-0106TX.1 6 (Texas) (4/4/2008) Calculating the Contract Value The Contract Value on any given Business Day is equal [o: (1) total Purchase Payments allocated to the Con[rac[; plus (2) the daily interest earned (net of any applicable "General Account Charge"); plus (3) Exchanges or Transfers [o the ConVacC minus (4) Exchanges or Transfers out of the Contract; minus (5) Withdrawals from the Contract; minus (6) Participant Benefit Payments; minus (7) any applicable "Contract Maintenance Charge," the aggregate "Participant Account Charge", applied [o Participant Accounts, plan expenses, and additional expense charges. Calculating a Participant Account Value under the Contract A Participant Account Value on any given Business Day is equal [o: (1) total Participant Contributions allocated to [he Contract; plus (2) The daily interest earned on the Participant's Account (net of any applicable "Geneml Account Charge"); plus (3) Exchange or Transfers to the Contract; minus (4) Exchange or Transfers out of the Contract; minus (5) Withdrawals from the Contract; minus (6) Participant Benefit Payments; minus (7) any applicable "Contract Maintenance Charge" applied to a Participant's Account, [he "Participant Account Charge", plan expenses and additional expense charges. PURCHASE PAYMENTS Acceptance of Purchase Payments Purchase Payments, representing Participant Contributions or other Plan contributions on behalf of Participants to Participant Accounts, are accepted by Nationwide at the address listed on the "Contract Specifications Pages." Nationwide will only accept Purchase Payments denominated in the currency of the United S[a[es of America. Nationwide may accept Purchase Payments in another manner, such as securities in-kind subject [o the following. (1) The Contract Owner provides advance notice to Nationwide and any specific information requested by Nationwide regarding [he nature of [he Purchase Payment; and (2) Nationwide provides its written consent [o accept the Purchase Payment. NRC-01 O6TX.1 7 (Texas) (4/4/2008) Processing of Purchase Payments Purchase Payments will be applied [o the Contract as described on the "Contract Specifications Pages". If the allocation of [he Purchase Payment is not identified by the Contract Owner concurrently with Nationwide's receipt of [he Purchase Payment or if [he Purchase Payment is lacking any other supporting information reasonably necessary for Nationwide to process [he Purchase Payment, Nationwide may return the Purchase Payment [o [he Contract Owner, without any further liability on the part of Nationwide. Crediting and Recapture To [he extent permitted by law, Nationwide may credit additional amounts [o the initial Purchase Payment by mutual agreement of Nationwide and the Contract Owner. Typically, these credits are done at the request of [he Contract Owner and are designed [o cover expenses incurred by the Contract Owner upon leaving a previous investment provider. Nationwide anticipates recouping these expenses over time through managing of credited interest rates to take into account any additional crediting. In the even[ the Contract is terminated prior to recouping the costs associated with providing these credits, Nationwide will subtract the remaining unrecouped expenses associated with these credits from [he Withdrawal Value. PARTICIPANT ACCOUNTS Nationwide is responsible for maintaining Participant Accounts under [he Contract but may delegate [his duty to a third-party. Any third-party maintaining Participant Accounts will be identified on [he "Contract Specifications Pages" as the "Record-Keeper". Nationwide will establish a Participant Account for each Participant making Participant Contributions to [he Contract. The Participant Account will record [he financial transactions made by the Contract Owner, or Participant if permitted by the Plan. These financial transactions include Exchanges, Transfers, Participant Contributions and Participant Benefit Payments. Contract expenses are deducted from each Participant Account. EXCHANGES AND TRANSFERS General Information Regarding Exchanges and Transfers Nationwide will generally accept Exchanges and Transfers to [he Contract Exchanges and Transfers out of the Contract are subject to certain limitations. The Contract Owner elects at the time of application to accept a Participant level Exchange and Transfer limitation or an aggregate Contract level Exchange and Transfer limitation. Liquidations of Contract Value via Exchange and Transfer are combined into a single percentage limitation. The type of limitation and percentage limitation are listed on [he "Contract Specifications Pages." Nationwide may agree to no[ include in any Exchange and/or Transfer restrictions listed on the "Contract Specification Pages" Exchanges and Transfers involving Participants actively utilizing asset allocation models or asset allocation services available under [he Plan. All Exchange and Transfer limitations are se[, or reset, on a calendar yeaz basis. The permissible Exchange and Transfer amount cannot be rolled from yeaz to year or otherwise "banked" for utilization in subsequent calendar years. The Con[rac[ Owner may request to change [he type of Exchange and Transfer limitation for [he next calendar year if Nationwide receives, in a form acceptable to Nationwide, the request by the last Business Day of the preceding calendar year. NRC-0106TX.1 8 (Texas) (4/4/2008) Atl Exchanges to and from [he Contract are done in conjunction with a Companion Investment Option. In order for Nationwide to accept Exchanges to or from a Companion Investment Option, the Contract Owner must identify [he Companion Investment Option [o Nationwide in writing and Nationwide must agree to accept Exchanges to or from [he identified Companion Investment Option. Nationwide may discontinue accepting Exchanges [o or from a Companion Investment Option by giving [he Contract Owner a[ leas[ thirty (30) days advance written notice. In the even[ the Con[rac[ Owner elects [o add a Companion Investment Option to [he Plan with characteristics in structure, investment time horizon, rate setting, or any other characteristics [hat could compel on-going Exchanges between [he Contract and such Companion Investment Option, then Nationwide may impose an equity wash [ha[ prohibits direct Exchanges between [he Contract and such Companion Investment Option. Nationwide will notify the Contract Owner in the even[ an equity wash will be imposed with regard to Exchanges with a Companion Investment Option and the Contract. Nationwide processes Transfer requests within seven (7) Business Days of [he date [he request is received and accepted by Nationwide from the Contract Owner on behalf of the Participant, or directly from the Participant if permitted by [he Plan. Nationwide may require Transfer requests to be on a form i[ provides. Sixty Month Exchange or Transfer Program If the Con[rac[ Owner has elected a Participant level Exchange and Transfer limitation, Nationwide permits the Contract Owner, or Participant if permitted by the Plan, [o direct [he complete liquidation of amounts attributable [o a Participant Account that are allocated [o the Con[rac[ via monthly Exchange or Transfer over a period of sixty (60) months subject [o the following. (1) The amount [o be Exchanged each month is equal to the value of [he Contract of the Participant Account divided by the number of remaining months until the 60 month Exchange or Transfer program is completed. (2) Any additional Participant Contribution, Exchange and/or Transfer to the Contract of a Participant Account where the 60 month Exchange or Transfer program is in effect will result in immediate cancellation of any additional Exchanges or Transfers under this program. (3) If [he Participant level Exchange limitation (whether [he percentage limitation or number of transactions limit) has been met in [he calendar year in which the request to initiate the 60 month Exchange or Transfer program is received, Nationwide will reject the request. The request may be made again beginning on [he first day of [he next calendar year. (4) The minimum allocation to the Con[rac[ of [he Participant Account under which the 60 month Exchange or Transfer program may be elected is $1,000. PARTICIPANT BENEFIT PAYMENTS Retirement Income Payment Options Nationwide agrees to make the following fixed payment schedules and annuity options available to Retired Participants. Payment frequencies available under these income payment options are monthly, quarterly, semi- annual and annual. (1) Pavments of a Designated Amount -This payment schedule option represents a systematic liquidation of the Participant Account by taking a specified dollar amount at a determined frequency. (2) Pavments of a Designated Period -This payment schedule option represents a systematic liquidation of [he Participant Account by taking payments over a specific period of time at a determined frequency. NRC-0106TX.1 9 (Texas) (4/4/2008) (3) Life Income -This annuity payment provides the Retired Participant with payment contingent exclusively on his or her continuation of life. Payments are calculated using current annuity purchase rates and methods. (4) Life Income with Payment Certain (5, 10, I5, and 20 Years) -This annuity payment option provides [he Retired Participant with payment contingent on his or her continuation of life, but with a guarantee that at least a minimum pre-determined duration of payments are received by the Retired Participant and any named beneficiaries of the Retired Participant, regardless of [he mortality of the Retired Participant. Payments are calculated using current annuity purchase rates and methods. (5) Joint and Las[ Survivor Life Income -This annuity payment option allows [he Retired Participant and another named individual to receive payments guaranteed throughout their lives. Payments cease upon [he last "survivor's" death. Nationwide may also permit Joint and Last Survivor annuities with payment reductions after the first death. Payments are calculated using current annuity purchase rates and methods. (6) Anv Other Option -Nationwide may make any other payment plans available upon agreement of the Contract Owner and Nationwide. Additional annuity payment options made available by Nationwide will be calculated using current annuity purchase rates and methods. Death of Participant If a Participant dies prior to severance of employment with the Contract Owner, [he beneficiary(ies) of the Participant will receive a death benefit equal to the Participant's Account Value on [he date Nationwide receives a written request (on a form provided by Nationwide) and proof of [he Participant's death. Distribution of a death benefit representing [he Participant Account proceeds will be done in a manner consistent with the requirements of [he Plan. Death of Retired Participant If a Retired Participant dies prior to the beginning of payments, the beneficiary(ies) of the Retired Participant will receive a death benefit equal to the Participant's Account Value on the date Nationwide receives a written request (on a form provided by Nationwide) and proof of the Participant's death. Distribution of a death benefit representing [he Participant Account proceeds will be done in a manner consistent with [he requirements of the Plan. If a Retired Participant dies after an income payment option has begun, the beneficiary(ies) of the Retired Participant will receive either: (1) [he remaining scheduled payments under an annuity payment option or any commuted value assuming such commuted value is allowed under [he annuity payment option; or (2) [he remaining scheduled payments under a systematic liquidation or alump-sum of [he present Participant Account Value. Involuntary Cash-Outs of Participant Accounts Under circumstances permitted by [he Plan (such as low Participant Account Value), Nationwide may pay to a Participant or Retired Participant the balance of his or her Participant Account in a lump-sum in-lieu of retaining such Participant Account or making available any payment schedules or annuity payment options. Any involuntary payment to [he Participant described herein will be done in a manner consistent with applicable law. Misstatement of Age or Gender In the even[ the age or gender of any Participant or Retired Participant has been misstated, Nationwide may adjust the Participant or Retired Participant's age or gender of record [o comport with [he proper age or gender. Nationwide may also request proof of age in [he form of a birth certificate prior [o making any annuity payments. Other Participant Benefit Payments The Contract Owner, or Participant if permitted by the Plan, may request any other Participant Benefit Payment permitted under the Plan. NRC-0106TX.1 10 (Texas) (4/4/2008) TERMINATION AND WITHDRAWALS In [he even[ Nationwide provides annuity payment options [o Retired Participants, notwithstanding anything in the Contract [o the contrary, including Con[rac[ termination, Nationwide will retain the assets attributable to Retired Participants that are receiving annuity payments from Nationwide. Termination by the Contract Owner The Contract Owner may terminate the Contract at any time by notifying Nationwide in writing. Once Nationwide receives the notice to terminate, [he Contract will be terminated in one-hundred and twenty (120) days ("effective date of termination"). Thirty (30) days following Nationwide's receipt of the written notification to terminate, Nationwide will no longer accept any additional Purchase Payments [o [he Contract, except by mutual agreement with the Con[rac[ Owner. Upon payment of the Withdrawal Value, Nationwide and the Con[rac[ Owner will be relieved of any additional responsibilities under [he Contract. Termination by Nationwide Nationwide may terminate [he Contract at any time by notifying the Contract Owner in writing. Once the Contract Owner receives the notice to terminate, [he Contract will be terminated in one-hundred and twenty (120) days ("effective date of termination"). Thirty (30) days following [he Contract Owner's receipt of the written notification [o terminate, Nationwide will no longer accept any additional Purchase Payments to [he Contract, except by mutual agreement with the Contract Owner. Upon payment of the Withdrawal Value, Nationwide and [he Contract Owner will be relieved of any additional responsibilities under the Contract. Payment of the Withdrawal Value Prior to the effective date of termination and thirty (30) days following the date the non-terminating party receives [he notice [o terminate, [he Contract Owner must elect one of the two Withdrawal methods listed below for amounts attributable to the Contract. (1) Lumo-sum Payment. If the Contract Owner elects to have funds Withdrawn from [he Contract in one-lump sum payment, Nationwide will pay [o the Contract Owner the Withdrawal Value of amounts attributable to [he Contract less a market value adjustment if [he present value of amounts attributable [o the Withdrawal are less than the present Contract Value of such amounts. The market value adjustment is determined by Nationwide at its sole discretion, but will be done in a manner consistent with making a reasonable approximation of the present value of assets attributable [o the Contract. Nationwide will provide the Contract Owner [he current procedures i[ uses [o determine the market value adjustment upon request. (2) Sixty (601 Monthly Installments. If the Contract Owner elects [o have funds Withdrawn from [he Contract in sixty (60) monthly installments, Nationwide will not begin installment Withdrawals until [he first month of [he calendar year following [he effective date of termination of the Contract. The amount of each installment is determined by the following: (a) The Contract Value on the date before the installment is Withdrawn; divided by (b) the number of remaining installments. Contract Withdrawals in addition to installment Withdrawals will not be permitted, nor will any Exchanges or Transfers be permitted. Recapture of Acquisition Expenses If Nationwide has provided any additional credits to [he initial Purchase Payment [ha[ have not been recouped upon termination, Nationwide will deduct any unrecouped expenses associated with such credits from the Withdrawal Value. NRC-0106TX.1 I I (Texas) (4/4/2008) NATIONWIDE RETIREMENT SOLUTIONS, INC. RED COMPENSATION PLAN FOR PUBLIC EMPLOYEES CITY OF CORPUS CHRISTI OBRA PLAN DOCUMENT The Plan consists of the provisions set forth in this document, and is applicable to each Public Employee who is required to participate in the Plan. The Plan is effective as to each such Public Employee upon the date he becomes a Participant by entering into and filing with the Administrator the Acknowledgement Form/Card referred to herein, or, in the case of a Takeover Plan, the Plan Sponsor's execution of an Entity Authorization Foxm. ARTICLE I Definitions 1.01. The following terms shall, for purposes of this Plan, have the meaning set forth below. (a) ACHIVOWI,EDGEMENT FORM/CARD means the application to the Administrator to participate in the Plan. (b) ADMINISTRATOR means Nationwide Retirement Solutions, Inc. (c) ACCOUNT BALANCE means the bookkeeping account maintained with respect to each Participant which reflects the value of the deferred Compensation credited to the Participant, including the Participant's Annual Deferrals, the earnings ox losses of the Participant's account (net applicable account expenses and fees) allocable to the Participant. The Account Balance includes any Plan Sponsor contributions, any Eligible Rollover Accounts(s), any plan-to-plan transfers, and any account established for a Beneficiary after a Participant's death. If a Participant has more than one designated Beneficiary at the time of the Participant's death, then a separate account shall be established and maintained for each Beneficiary. (d) ANNUAL DEFERRAL means the amount of Compensation deferred by a Participant during a calendar year of Compensation and any contributions by the Plan Sponsor to the Participant's account. The minimum amount deferred into the Account Balance must equal at least 7.5% of Participant's Compensation, or such other minimum amount as shall be required for the Plan to be considered a retirement system under IRC Section 3121(b)(7)(F) and Treas. Reg. 31.3121(6)(7)-2. All Participant Compensation deferred shall be invested into the Nationwide group fixed annuity. The Annual Deferral amounts deferred by a Participant ox contributed by the Plan Sponsor are on a pre-tax basis. (e) BENEFICIARY means the person(s) properly designated by a Participant under Article VII, or, if none, the Participant's estate, which is entitled to receive benefits under the Plan after the death of the Participant. (~ COMPENSATION means all cash compensation for services to the Plan Sponsor, including salary, wages, fees, commissions, bonuses, and overtime pay that is includible in the Public Employee's gross income fox the calendar year, plus amounts that would be cash Compensation for services to the Plan Sponsor includible in the Pubhc Employee's gross income for the calendar year but for a Compensation reduction election under IRC Sections 125, 132(f), 401(k), ©Nationwitlc Rcti¢mnu Solutions, Inc. 457 Oldlt;\ Plnn City of Corpus Christi ~unc 27, ?Ulla 403(6), or 457(6), including an election to defer Compensation under Article II Election to Defer Compensation of the Plan. (g~ ELIGIBLE RETIREMENT PLAN means an individual retirement account described in IRC Section 408(x), individual retirement annuity described in IRC Section 408(6), a qualified trust described in IRC Section 401(x), an annuity plan described in IRC Section 403(x) or 403(6), ox an eligible governmental plan described in IRC Section 457(6). (h) ELIGIBLE ROLLOVER ACCOUNT means the separate bookkeeping account(s) maintained by the Administrator within the Plan Eor a Participant fox amounts of eligible rollover contributions under Section 6.01 Eligible Rollover Contributions to the Plan. (i) ELIGIBLE ROLLOVER DISTRIBUTION means an Eligible Rollover Distribution as defined in IRC Section 402(c)(4), including Eligible Rollover Distributions to a surviving Spouse under IRC Section 402(c)(9). (j) INCLUDIBLE COMPENSATION means a Public Employee's actual wages in box 1 of Form W-2 fox a given year fox services performed fox the Plan Sponsor, but subject to a maximum of $200,000 (or such higher maximum as may apply under IRC Section 401(x)(17)) and increased (up to the dollar maximum) by any Compensation reduction election under IRC Sections 125, 132(f), 401(k), 403(6), ox 457(6), including an election to defer Compensation under Section 2.02 Election Required for Participation. The amount of Includible Compensation shall be determined without regard to community property laws. (k) IRC means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. All citations to sections of the Code are to such sections as they may Erom time to time be amended or renumbered. (1) OBRA means the Omnibus Budget Reconciliation Act of 1990, as now in effector as hereafter amended. (m) PARTICIPANT means any Public Employee who is subject to IRC Section 3121(b)(7)(F), as amended, and the regulations thereunder, and who must participate under this Plan by signing the Acknowledgement Form/Card. (n) PLAN means the OBRA Deferred Compensation Plan for Public Employees as set forth in this plan document and as it may be amended Erom time to time. (o) PLAN SPONSOR means the county, municipality, or other instrumentality of the State, which is an eligible governmental employer pursuant to IRC Section 457(e)(1), Eor which services are performed by Public Employees, and which participates in this Plan. (p) PLAN YEAR means the calendar year in which the Plan becomes effective, and each succeeding calendar year during the existence of the Plan. (q) PUBLIC EMPLOYEE means any person who receives any type of Compensation from the Plan Sponsor Eor services rendered to the Plan Sponsor (including, but not limited to, elected or appointed officials and salaried employees). (r) SEVERANCE FROM EMPLOYMENT means the date on which the Participant dies, retires or otherwise has a Severance from Emplo}'ment with the Plan Sponsor. ©Na[ionwidc 12c[iccmcnt Solutions, Inc. 457 ORR:\ YI¢n City of Corpus Christi Junc 27, 211Ua (s) SPOUSE means a person of the opposite sex who is a husband or wife, as defined under Title 28, Chapter I5, Section 1738 of the United States Code. (t) TAKEOVER PLAN shall mean this Plan when established by a Plan Sponsor to replace an existing OBRA plan. (u) VALUATION DATE means each business day/the last day of the calendar month/the last day of the calendar quarter/each December 31. 1.02 Gender and Plurals. Whenever used herein, the masculine gender shall include the feminine and the singular shall include the plural unless the provisions of the Plan specifically require a different construction. ARTICLE II Election to Defer Compensation 2.01 Eligibility to Participate -New Public Employees. Anew Public Employee shall, as a condition of employment participate in the Plan by signing and filing with the Administrator an Acknowledgement Form/Card and thereby consenting to a reduction of salary by the Annual Deferral amount specified in the Acknowledgement Form/Card. Allocations to the Participant's Account Balance must equal at least 7.5% of the Participant's Compensation, or such other minimum amount as shall be required fox the Plan to be considered a retirement system under IRC Section 3121(b)(7)(F) and Treas. Reg. 31.3121(6)(7)-2, and the reduction in the Participant's salary shall begin immediately thereafter. 2.02 Eligibility to Participate -Current Public Employees. A Public Employee who is newly eligible to participate in the Plan shall, prior to becoming ehgible to participate in the Plan, sign and file with the Administrator an Acknowledgement Form/Card and thereby consent to a reduction of salary by the Annual Deferral amount specified in the Acknowledgement Form/Card. Allocations to the Participant's Account Balance must equal at least 7.5% of the Participant's Compensation ox such other minimum amount as shall be required for the Plan to be considered a retirement system under IRC Section 3121(b)(7)(F) and Treas. Reg. 31.3121(6)(7)-2, and the reduction in the Participant's salary shall begin no earlier than the first pay period commencing during the first month after the date on which the Acknowledgement Form/Card is filed with the Administrator. 2.03 Takeover Plans. If the OBRA Plan is a Takeover Plan, a Public Employee who participated in the predecessor plan shall become a Participant in the Plan upon the Plan Sponsor's execution of the Entity Authorization Form. Allocations to each such Participant's Account Balance must equal at least 7.5% of the Participant's Compensation, or such other minimum amount as shall be required for the Plan to be considered a retirement system under IRC Section 3121(b)(7)(F) and Treas. Reg. 31.3121(6)(7)-2, and the reduction in the Participant's salary shall begin immediately thereafter. 2.04 Information Provided by the Participant. Each Public Employee enrolling in the Plan should provide to the Plan Sponsor at the time of initial enrollment, and later if there axe any changes, any information necessary or advisable for the Plan Sponsor to administer the Plan, including, without limitation, whether the Public Employee is a Participant in any other eligible plan under IRC Section 457(6). 2.05 Amendment of Participation Elections. Subject to other provisions of the Plan, and if permitted by the Plan Sponsor, the Participant may revise his participation elections. ©Natiomeidc Retirement tinlutions, Inc. d57 OHReA PI°n City of Corpus Christi June 27, zala 2.06 Amendment of Annual Deferral Election. A Participant may amend the amount of Compensation to be deferred by filing with the Administrator an amendment on a Eorm and in the procedural manner approved by the Administrator, subject to the minimum Annual Deferral requirements under the Plan. Any amendment which increases ox decreases the amount of Annual Deferrals for any pay period shall be effective only if an agreement providing fox such an amendment is entered into before the beginning of the month in which the pay period commences. Any amendment of the Annual Deferrals shall be effective prospectively only and only if the amendment does not reduce the allocations to the Participant's Account Balance belo\v 7.5% of the Participant's Compensation, or such other minimum amount as shall be required fox the Plan to be considered a retirement system under IRC Section 3121(b)(7)(F) and Treas. Reg. 31.3121(b)(7)-2. 2.07 Leaves of Absence. Unless a deferral election is otherwise revised, iE a Participant is absent Exom work by leave of absence, Annual Deferrals under the Plan shall continue to the extent that Compensation continues. 2.08 Participant Disability. A disabled Participant may elect to defer Compensation during any portion of a period of disability to the extent the Participant has actual Compensation (not imputed compensation and not disability benefits) from which to defer to the Plan and has not had a Severance Exom Employment, as determined by the Plan Sponsor. 2.09 Protection of Persons Who Serve in a Uniformed Service. A Public Employee whose employment is interrupted by qualified military service under IRC Section 414(u) or who is on a leave of absence for quahfied military service under IRC Section 414(u) may elect to make additional Annual Deferrals upon resumption of employment with the Plan Sponsor equal to die maximum Annual Deferrals that the Public Employee could have elected during that period if the Public Employee's employment with the Plan Sponsor had continued (at the same level of Compensation) without the interruption or leave, reduced by the Annual Deferrals, if any, actually made for the Public Employee during the period of the interruption ox leave. This right applies for five (5) years following the resumption of employment (or, if sooner, Eor a period equal to three times the period of the interruption or leave). ARTICLE III Limitations on Amounts Deferred 3.01 Basic Annual Limitation. The maximum amount of the Annual Deferral under the Plan fox any calendar year shall not exceed the lesser of (i) the Basic Annual Limitation or (ii) the Participant's Includible Compensation fox the calendar year. The Applicable Dollar tlmount is the amount estabhshed under IRC Section 457(e)(15) applicable as set forth below: 2002 $11,000 2003 $12,000 2004 $13,000 2005: $14,000 2006: $15,000, adjusted for cost-of--living after 2006 to the extent provided under IRC Section 415(d). ©N°[ionwidc Rrticemcn[ Solutions, Inc. 457 ONR:\ Plnn City of Comus Christi lunc 27, ?IIIIa 3.02 Special Rules. For purposes of this Article III, the following rules shall apply: (a) Participant Coveted By More Than One Eligible Plan. If the Participant is or has been a Participant in one ox more other eligible plans within the meaning of IRC Section 457(6) for a given year, then this Plan and all such other plans shall be considered as one plan for purposes of applying the foregoing limitations of this Article III. Fox this purpose, the Plan Sponsor shall take into account any other such eligible plan established by the Plan Sponsor. (b) Disregard Excess Deferrals. For purposes of Section 3.01 Basic Annual Limitation, an individual is treated as not having deferred Compensation under the Plan fox a prior taxable year to the extent Excess Deferrals under the Plan are distributed, as described in Section 3.03 Correction of Excess Deferrals. 3.03 Correction of Excess Deferrals. (a) If Annual Deferrals credited to a Participant's Account Balance during the current Plan Year exceed the limitations described above as determined by the Plan Sponsor, the Administrator shall return the excess as directed by the Plan Sponsor as soon as administratively practicable after the Administrator is notified that there is an Excess Deferral. (b) If the Annual Deferral on behalf of a Participant for any calendar year exceeds the limitations described above as determined by the Plan Sponsor, ox the Annual Deferral on behalf of a Participant for any calendar year exceeds the limitations described above when combined with other amounts deferred by the Participant under another eligible deferred compensation plan pursuant to IRC Section 457(6) then the Annual Deferral, to the extent in excess of the applicable limitation (adjusted for any income or loss in value, if any, allocable thereto), shall be distributed as soon as administratively practicable by the Administrator at the determination and direction of the Plan Sponsor. 3.04 Deferrals of Sick, Vacation, and Back Pay Under an Eligible Plan. A Participant who has not had a Severance from Employment may elect to defer accumulated sick pay, accumulated vacation pay, and back pay under an eligible plan. Such amounts may be deferred for any calendar month only if an agreement providing for the deferral is entered into before the beginning of the month in which the amounts would otherwise be paid or made available and the Participant is a Public Employee on the date the amounts would otherwise be paid ox made available, in accordance with Sections 2.01 Eligibility to Participate -New Public Employees, and 2.02 Eligibility to Participate - Current Public Employees, of this Plan. In addition, to the extent permitted by law, deferrals may be made fox former Public Employees with respect to Compensation described in Treas. Reg. 1.415(c)-2(e)(3)(u) (relating to certain Compensation paid within 2'/z months following Severance from Employment), Compensation described in Treas. Reg. 1.415(c)-2(g)(4) (relating to Compensation paid to Participants who are permanently and totally disabled), and Compensation relating to qualified military service under IRC Section 414(u). ARTICLE IV Plan Sponsor Contributions 4.01 The Plan Sponsor may contribute to the Plan for Participants. Plan Sponsor contributions shall vest at the time such contributions are made. Plan Sponsor contributions shall apply toward the maximum deferral limits in the Plan Year that such contributions axe made. © Natiomvide Re[i~emcn[ Solutions, Inc. 457 ORR:\ Plnn City of Coq~us Chda Junc 27, 21N1R ARTICLE V Distribution of Benefits 5.01 Benefit Distributions at Retirement or Other Severance from Employment. A Participant may elect to commence distribution of benefits at any time after retirement ox other Severance from Employment. Distributions from the Plan may not be made to a Participant earlier than: (a) the calendar year in which the Participant attains age 70 '/z; or (b) the calendar year in which the Participant retires or otherwise has a Severance from Employment. All irrevocable elections of a benefit commencement date by a Participant ox a Beneficiary made prior to January 1, 2002 and defaulted distributions (other than a defaulted distribution to an annuity option) may be voided at the election of the Participant or the Beneficiary. In no event may distribution of benefits commence later than the date described in Section 5.03(6) Required Beginning Date. All irrevocable elections of a Benefit Commencement Date made by Participants prior to January 1, 2002 and defaulted distributions (other than a defaulted distribution to an annuity option) may be voided at the election of the Participant. 5.02 Forms of Distribution -Benefit Payment Options. Benefits shall be paid in accordance with the payment option elected by the Participant. Payment, method of payment, and settlement options are available as provided by each of the available investment specifications. The Participant shall elect the method of payment based upon the options then available under the Plan, including but not limited to lump sum distributions, periodic payment by Fixed amount, periodic payment by fixed time period, partial lump sum payment or purchased annuity. A Participant or Beneficiary who has chosen a payment option, other than the purchased annuity option, shall have the ability to change his payment option subject to any restrictions or limitations imposed by the Plan, the Administrator, an investment option provider, any regulatory agency, or as otherwise required by law. 5.03 Required Minimum Distributions. All distributions under the Plan must comply with IRC Section 401(a)(9) and the regulations issued thereunder. The provisions of this Section 5.03 will apply fox purposes of detertnittirtg required minimum distributions for calendar years beginning with the 2003 calendar year. The term Designated Beneficiary as used in this Section 5.03 shall have the meaning set forth in Treas. Reg. 1.401(a)(9)-4. (a) Requirements of Treasury Regulations Incorporated into Plan. All distributions required under this Section 5.03 will be determined and made in accordance with the Treasury Regulations under promulgated under IRC Section 401(a)(9). (6) Requited Beginning Date. The Participant's entire interest will be distributed, ox begin to be distributed, to the Participant no later than the Participant's required beginning date, which is to begin no later than AprH 1 following the calendar year in which the Participant attains age 70 '/z or has a Severance from Employment, whichever is later. (c) Death of Participant before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows: (1) If the Participant's surviving Spouse is the Participant's sole Designated Beneficiary, distributions to the surviving Spouse will begin by December 31 of the calendar year ©Natiomvidc Rc[immcnt Solutions, Inc. 457 ORR;A Plan City of Co>Tus Christi lone 27, 31N18 immediately following the calendar year in which the Participant dies, or by December 31 of the calendar year in which the Participant would have attained age 70 Yz, if later. (2) If the Participant's surviving Spouse is not the Participant's sole Designated Beneficiary, distributions to the Designated Beneficiary \vill begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (3) If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant's death, and there are no other Designated Beneficiaries, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (4) If the Participant's surviving Spouse is the Participant's sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this Section 5.03 will apply as if the surviving Spouse were the Participant. (d) Required Minimum Distributions during Participant's Lifetime. During the Participant's lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of (1) the quotient obtained by dividing the Participant's Account Balance by the distribution period in the Uniform Lifetime Table set forth in Treas. Reg. 1.401(a)(9)-9, using the Participant's age as of the Participant's birthday in the distribution calendar year; or (2) if the Pardcipant's sole Designated Beneficiary for the distribution calendar year is the Participant's Spouse, the quotient obtained by dividing the Pardcipant's Account Balance by the number in the ]oint and Last Survivor Table set forth in Treas. Reg. 1.401(a)(9)-9, using the Participant's and Spouse's attained ages as of the Participant's and Spouse's birthdays in the distribution calendar years. (e) Death On or After Date Distributions Begin and Participant Survived by Designated Beneficiary. (1) If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the tniuitnum amount that will be distributed fox each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the longer of the remaining Gfe expectancy of the Participant ox the remaining life expectancy of the Participant's Designated Beneficiary, detemuned as follows: The Participant's remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (2) If the Participant's surviving Spouse is the Participant's sole Designated Beneficiary, the remaining life expectancy of the surviving Spouse is calculated for each distribution calendar year after the year of the Participant's death using the surviving Spouse's age as of the Spouse's birthday in that year. For distribution calendar years after the year of the surviving Spouse's death, the remaining life expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse's birthday in the calendar }'ear of the Spouse's death, reduced by one for each subsequent calendar year. (3) If the Participant's surviving Spouse is not the Participant's sole Designated Beneficiary, the Designated Beneficiary's remaining life expectancy is calculated using the age of the ©Nn[iomvidc Retirement tiolutions, Inc. 457 ONRA flan City of Corpns Christi June 27, ?IIUa Beneficiary in the year following the year of the Participant's death, reduced by one fox each subsequent year. (4) No Designated Beneficiary. IE the Participant dies on ox after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant's death, the minimum amount that will be distributed, in accordance with Section 7.01 Acceptance of Beneficiary Designation by Administrator, Eor each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the Participant's remaining Gfe expectancy calculated using the age of the Participant in the year of death, reduced by one Eor each subsequent year. (E) Death before Date Distributions Begin and Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed fox each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the remaining life expectancy of the Participant's Designated Beneficiary. (1) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant's death, distribution, in accordance with Section 7.01 Acceptance oEBeneEiciary Designation by Administrator, of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (g~ Death of the Surviving Spouse before Distributions to Surviving Spouse are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving Spouse is the Participant's sole Designated Beneficiary, and the surviving Spouse dies before distributions axe required to begin, this Section 5.03 will apply as iE the surviving Spouse were the Participant. (h) Election of Payment Option. IE a Participant or Beneficiary fails to elect a payment option that meets the requirements of IRC Section 401(a)(9), the Administrator will initiate such a distribution. A Participant ox Beneficiary who has chosen a payment option, other than an annuity option, shall have the ability to change his ox hex payment option. 5.04 Order of Priorities. This Section 5.04 has been prepared in accordance with Treasury Regulations promulgated under IRC Section 401(c)(9). To the extent there is a conflict between Section 5.03 Required Minimum Distributions, or this Section 5.04 and the IRC, the provisions of the IRC and applicable Treasury Regulations shall prevail. Fox any calendar year, a Beneficiary may elect distribution of a greater amount (not to exceed the amount of the remaining Account Balance in lieu of the amount calculated using the formula set forth in Section 5.01 BeneEtt Distributions at Retirement or Other Severance from Employment). 5.05 Death Benefit Distributions. If the Participant dies before the benefits to which he is entitled under the Plan have been paid or exhausted, then the remaining benefits payable under the Plan shall be paid to his Designated Beneficiary. The Beneficiary shall have the right to elect the time and form of distribution of such benefits, subject to the limitations set forth in the Plan. 5.06 Amount of Account Balance. Except as provided in Section 5.02 Forms of Distribution -Benefit Payment Options, the amount of any payment under this Article V shall be based on the amount of the Account Balance on the preceding Valuation Date. © Nntionwidc Retirement tiolutions, Inc. 457 OHRA Plan City of Corpus Christi June 27, 2U(la ARTICLE VI Eligible Rollovers and Plan-to-Plan Transfers 6.01 Eligible Rollover Contributions to the Plan. (a) Incoming Rollover Contributions. A Participant who is a Public Employee and who is entitled to receive an Eligible Rollover Distribution from another Eligible Retirement Plan may request to have all or a portion of the Eligible Rollover Distribution paid to the Plan, provided, (1) the Eligible Rollover Distribution is made entirely in the form of U.S. dollars, and, (2) the Participant demonstrates to the Administrator's satisfaction that the amount is a qualifying Eligible Rollover Distribution under IRC Sections 402(c)(4), 403(a)(4), or 408(d)(3). (b) Definition of Eligible Rollover Distribution. For purposes of Section 6.01(a) Incoming Rollover Contributions, an Eligible Rollover Distribution means any contribution of all or any portion of a Participant's benefit under another Eligible Retirement Plan to the Plan, except that an Eligible Rollover Distribution does not include: (1) any installment payment for a period of 10 years or more, (2) any distribution made as a result of an Unforeseeable Emergency, or (3) Fox any other distribution, the portion, if any, of the distribution that is a required minimum distribution under IRC Section 401(a)(9). (c) Separate Account for Eligible Rollover Contributions. The Plan shall establish and maintain for the Participant an Eligible Rollover Account for any Eligible Rollover Distribution paid to the Plan from any Eligible Retirement Plan that is not an eligible govemmental plan under IRC Section 457(6). In addition, the Plan shall establish and maintain fox the Participant an Eligible Rollover Account for any Eligible Rollover Distribution paid to the Plan from any Eligible Retirement Plan that is an eligible governmental plan under IRC Section 457(6). 6.02 Permissive Rollovers to an Eligible Retirement Plan. A Participant or the surviving Spouse of a Participant who is entitled to an Eligible Rollover Distribution may elect, at the time and in the manner prescribed by the Administrator, to have all the Account Balance paid directly to an Eligible Retirement Plan specified by the Participant in a direct rollover. 6.03 Plan-to-Plan Transfers to the Plan of Eligible Govemmental 457(6) Assets. (a) Permissive Plan-to-Plan Transfers. At the direction of the Plan Sponsor, the Administrator may permit a class of Participants who are Participants in another eligible governmental IRC Section 457(6) Plan to transfer assets to the Plan as provided herein. Such a transfer is permitted only if the other Plan provides for the direct transfer of each Participant's interest therein to the Plan. Transfers from other eligible deferred compensation Plans (as defined in IRC Section 457) to the Plan will be accepted at the Participant's request if such transfers are in cash. (b) Effect of Transfers on Annual Deferral Limitations. Any such transferred amount shall not be subject to the limitations of Section 3.01 Basic Annual Limitation as an Annual Deferral, provided however, that the actual amount deferred during the calendar year under both Plans ©NatiomciJc Retirement tiolutions, Inc. 457 ORRA Plun City of Corpus Christi line 27, awls shall be taken into account in calculating the maximum Annual Deferral for that year. The amount so transferred shall be credited to the Participant's Account Balance and shall be held, accounted for, administered, and otherwise treated in the same manner as an Annual Deferral by the Participant under the Plan. (c) Required Documentation for Transfers to the Plan. The Administrator may require such documentation from the other Plan as it deems necessary to effectuate the transfer in accordance with IRC Section 457(e)(10) and Treas. Reg. 1.457-10(6) and to confirm that the other Plan is an eligible governmental plan as defined in Treas. Reg. 1.457-2(f). 6.04 Plan-to-Plan Transfers from the Plan to another Eligible Governmenta1457(b) Plan. (a) Outgoing Plan-to-Plan Transfers Pursuant to Severance of Employment. At the direction of the Plan Sponsor, the Administrator may permit a class of Participants and Beneficiaries to elect to have all of their Account Balance transferred to another eligible governmental plan within the meaning of IRC Section 457(6) and Treas. Reg. 1.457-2(E). A transfer is permitted under this Section 6.04(a) fox a Participant only if the Participant has had a Severance from Employment with the Plan Sponsor and is a Public Employee of the entity that maintains the other eligible govemmental 457(6) Plan. Further, a transfer is permitted under this Section 6.04(a) only if the other eligible governmenta1457(b) plan provides for the acceptance of plan-to-plan transfers with respect to the Participants and Beneficiaries and for each Participant and Beneficiary to have an amount deferred under the other plan immediately after the transfer at least equal to the amount transferred. (b) Plan-to-Plan Transfers to Voluntary 457 Plan. If a Participant is no longer eligible to participate in the Plan, but elects to participate in the Plan Sponsor's voluntary Section 457 deferred compensation plan, and such other plan accepts transfers, the value of the Participant's Account Balance under the Plan may be transferred to the Plan Sponsor's voluntary Section 457 deferred compensation plan at the time and in the manner prescribed by the Administrator. (c) Limitation of Liability. Upon the transfer of assets under this Section 6.04, the Plan's liability to pay benefits to the Participant ox Beneficiary under this Plan shall be discharged to the extent of the amount so transferred fox the Participant or Beneficiary. The Administrator may require such documentation from the receiving plan as it deems appropriate or necessary to comply with this Section 6.04 (fox example, to confirm that the receiving plan is an eligible governmental plan under paragraph (a) of this Section 5.04, and to assure that the transfer is permitted under the receiving plan) or to effectuate the transfer pursuant to Treas. Reg. 1.457-10(6). ARTICLE VII Designation of BENEFICIARY 7.01 Acceptance of Beneficiary Designation by Administrator. The Participant shall have the right to file with the Administrator, a signed, written beneficiary or change of beneficiary form designating the person or persons who shall receive the benefits payable under the Plan in the event of the Participant's death. If the Participant dies without having a valid beneficiary form on file, the benefits will be paid to the Participant's estate ox as otherwise required by applicable state law. A change in the Beneficiary designation shall take effect when the election is accepted by the Administrator, and must be on a form and in the procedural manner approved by the Administrator. © NntiomviJc Rctimment Solutions, Inc. ]0 457 OHR:A Plan City of Comus Christi Junc 27, 3008 7.02 Participant Obligation to File Beneficiary Designation Form. The Participant accepts and acknowledges that he has the burden of executing and filing with the Administrator prior to the Participant's death a proper beneficiary designation form. If the Participant dies without having a valid Beneficiary form on file with the Administrator, the benefits will be paid to the Participant's estate. ARTICLE VIII Investment of Deferred Amounts 8.01 Designation for Investment. Deferred Compensation amounts shall be delivered by the Plan Sponsor to the Administrator for investment as designated by the Plan Sponsor in the investment option selected by the Plan Sponsor. The Plan Sponsor shall be under no obligation to invest the Annual Deferrals as specified by the Participant. 8.02 Participant Account Credits and Debits. All interest, dividends, charges for premiums and administrative expenses, and changes in value due to market fluctuations apphcable to each Participant's Account Balance shall be credited ox debited to the account. All dividends will be reinvested in the associated investment option. 8.03 Annuity Contract. All assets of the Plan, including all Annual Deferral amounts, property and rights purchased with such amounts, and all income attributable to such amounts, property or rights, shall (until made available to the Participant or Beneficiary) be held in an annuity contract described in IRC Section 457(8) for the exclusive benefit of the Participants, ARTICLE IX Administration of Plan 9.01 Exclusive Benefit of Participants and Beneficiaries. The Plan Sponsor may at any time amend, modify or terminate the Plan under Section 12.01 Amendment and Termination, without the consent of the Participant or any Beneficiary; provided, however, that the assets of the Plan shall be held for the exclusive benefit of Participants and Beneficiaries at all times. All amendments shall become effective forty-five (45) days after the issuance of notice of the amendments by the Adtnittistrator to the Plan Sponsor. No amendments shall deprive a Participant of any of the benefits to which he is entitled under this Plan with respect to Annual Deferrals credited to his Account Balance prior to the effective date of the amendment. 9.02 No Third Patty Interest in Plan. Any companies that may issue any policies, contracts, or other forms of investment media used by the Plan Sponsor ox specified by the Participant, are not parties to this Plan and such companies shall have no responsibility ox accountability to any Participant ox BeneFciary with regard to the operation of this Plan. 9.03 Tax Consequences of Participation in Plan. The Plan Sponsor and the Administrator do not represent or guarantee that any particular federal or state income, payroll, personal property, or other tax consequence will occur because of participation in this Plan. The Participant or Beneficiary should consult with his own representative regarding all questions of federal and state income, payroll, personal property, ox other tax consequences arising from participation in this Plan. 9.04 Appointment of Agents. The Administrator shall have the power to appoint agents to act for and in the administration of this Plan and to select depositories Eox the assets of this Plan. ~ Na[iomvidc Rctimmcnt Solutions, Inc 11 457 UHR;\ Plan City of Corpus Christi Junc 27, 2lXla 9.05 Construction. This Plan shall be construed, administered, and enforced according to the Constitution, laws of the state in which the Plan Sponsor resides, and the IRC. 9.06 Total Agreement. This Plan and any properly adopted amendment or modification shall constitute the total agreement ox contract between the Plan Sponsor and the Participant regarding the Plan. No oral statement regarding the Plan may be relied upon by the Participant. 9.07 Effect of Adopted Plan Amendment. This Plan and any properly adopted amendment or modification shall be binding on the parties hereto and their respective heirs, administrators, trustees, successors, and assignees and on all Participants and Beneficiaries. ARTICLE X Authority of Plan Sponsor and Administrator 10.01 Authority Binding on Participants and Beneficiaries. The Plan Sponsor, the Administrator, or their respective agents shall be authorized to resolve any questions of fact necessary to decide the Participant's right under this Plan and such decision shall be binding on the Participant and Beneficiary, provided, however, that assets of the Plan shall be held for the exclusive benefit of Participants and Beneficiaries at all times. 10.02 Authority to Interpret Plan. The Plan Sponsor, the Administrator, or their respective agents shall be authorized to construe the Plan and to resolve any ambiguity in the Plan. 10.03 Suspension of Benefit Payments. The Plan Sponsor, the Administrator, or their respective agents, if in doubt concerning the correctness of their action in making a payment of a benefit, may suspend the payment until satisfied as to the correctness of the payment or the identity of the person to receive the payment or allow the filing in any State court of competent jurisdiction, a suit in such form as they consider appropriate fox a legal determination of the benefits to be paid and the persons to receive them. The Plan Sponsor shall comply with the final orders of the court in any such suit and all Participants, Beneficiaries, and Alternate Payees consent to be bound thereby insofar as it affects the benefits payable under this Plan or the method or manner of payment. 10.04 Hold Harmless. The Plan Sponsor, the Administrator, and their respective agents axe hereby held harmless from all court costs and all claims for the attorney's fees arising from any action brought by any Participant ox Beneficiary under this Plan or to enforce his rights under this Plan, including any amendment, modification or termination hereof. ARTICLE XI Miscellaneous 11.01 Non-Assignability. Except as provided in Section 11.02 IRS Levy, the interests of each Participant and Beneficiary under the Plan axe not subject to the claims of the Participant's ox Beneficiary's creditors; and neither the Participant nor any Beneficiary shall have any right to sell, assign, transfer, or otherwise convey the right to receive any payments hereunder or any interest under the Plan, which payments and interest are expressly declared to be non-assignable and non-transferable. Furthermore, in accordance Section 522 of the Bankruptcy Abuse Protection and Consumer Protection Act of 2005 ("the Act"), retirement funds that are in a fund that is exempt from taxation under IRC Section 457 may be exempted from an individual's property estate for purposes of the Act. ©Nntiuno•idc liatimment tiolutions, Inc. 1'L 457 OHR;\ Plnn City of Comus Christi Junc 27, 2UUa 11.02 IRS Lery. Nohvithstanding Section 11.01 Non-Assignability, the Administrator may pay from a Participant's, Beneficiary's, or Alternate Payee's Account Balance the amount that the Administrator finds is lawfully demanded under a levy issued by the Internal Revenue Service with respect to that Participant ox Beneficiary or is sought to be collected by the United States Government under a judgment resulting from an unpaid tax assessment against the Participant ox Beneficiary. 11.03 Mistaken Contributions. If any contribution (ox any portion of a contribution) is made to the Plan by a good faith mistake of fact, then within one year after the payment of the contribution, and upon receipt in good order of a proper request approved by the Administrator, the amount of the mistaken contribution (adjusted for any income or loss in value, if any, allocable thereto) shall be xemxned directly to the Participant or, to the extent required ox permitted by the Administrator, to the Plan Sponsor. ARTICLE XII Amendment and Termination 12.01 Amendment and Termination. The Plan Sponsor may at any rime modify, amend, suspend, or terminate the Plan in whole or in part (including retroactive amendments) or cease deferring Compensation pursuant to the Plan for some or all Participants. In the event of such an action, the Plan Sponsor shall deliver to each affected Participant a notice of such modification, amendment, ox termination ox a notice that it shall cease deferring Compensation; provided, however, that the Plan Sponsor shall not have the right to reduce or affect the value of any Participant's Account Balance ox any rights accrued under the Plan prior to such modification, amendment, termination, or cessation. 12.02 No Effect of Plan on Employment of Participants. Neither the establishment of the Plan nor any modification thereof, nor the establishment of an account, nor any agreement between the Plan Sponsor and the Administrator nor the payment of any benefits, shall be construed as giving to any Participant or other person any legal ox equitable right against the Plan Sponsor except as herein provided, and in no event shall the terms of employment of the Public Employee, Independent Contractor, or Participant be modified or in any way affected. 12.03 Interpretation. This Plan is intended to be an eligible deferred compensation Plan under IRC Section 457, and shall be interpreted and administered in a manner consistent with IRC Section 3121 and regulations thereunder. This Plan may be amended to the extent that it may be necessary to conform to the Plan to the requirements of IRC Sections 457 and 3121, the regulations thereunder, 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 the Internal Revenue Code, the Plan Sponsor shall correct such administration. ARTICLE XIII Prior Plan If the Plan Sponsor has already accepted the OBRA Deferred Compensation Program and adopted an eligible deferred compensation plan, as defined by IRC Section 457 and is defined as a retirement system under IRC Section 3121 and the regulations thereunder, then the Plan Sponsor intends that this Plan shall amend and restate the Prior Plan. In such event, this Plan shall apply to all Participants in the Prior Plan on the effective date hereof, and also to each Public Employee who elects, or is required, to participate in this Plan on and after the effective date hereof. ©Nabomvidc Rctimmcut Solutions, Inc 13 457 OHR:A PI¢n City of Corpus Christi Junc 27, 20Ua Article XIV Effective Date This Plan shall be effective on the date and year written below. IN WITNESS WHEREOF, the undersigned has executed this Plan this T I Y1'~" l (St) day of By: ~l, I (printed name) (title/role) (Plan Name) ST COUNCIL ©Nntionwidc lic[iremmrt tinlutions, Inc. j4 457 OnRA Plan City of Corpus Christi Imtc 27, 21108 THE UNITED STATES CONFERENCE OF MAYORS OBRA DEFERRED COMPENSATION PROGRAM ADMINISTRATIVE AGREEMENT This United States Conference of Mayors OBRA Deferred Compensation Program Administrative Agreement (hereinafter "Agreement") is executed this 25~h day of June, 2008, by and among The United States Conference of Mayors (hereinafter "USCM") of Washington D.C., Nationwide Retirement Solutions, Inc. (hereinafter "NRS"), and the Citv of Corpus Christi, TX (hereinafter "Employer"). WHEREAS, the USCM endorses and sponsors a prototype OBRA deferred compensation program ("Program") designed to supplement the USCM Master Deferred Compensation Program under which the Employer has heretofore or in connection herewith adopted a deferred compensation plan; and WHEREAS, Employer recognizes that adoption of a deferred compensation plan ("Plan") under the Program will allow Employer to satisfy its obligations under the Omnibus Budget Reconciliation Act of 1990 (hereinafter "OBRA"); and WHEREAS, Employer recognizes that through the adoption of a Plan under the Program, all such regulatory, operational, administrative and other Plan management responsibilities are assumed by USCM on behalf of the Employer, in accordance with the Plan document, except as may be described herein, and certain responsibilities have been and may be delegated by USCM, to NRS as Program Administrator; and WHEREAS, Employer recognizes the important contribution of USCM's technical expertise in the design, implementation and administration of a national program established and administered in compliance with all applicable regulatory authorities; and WHEREAS, Employer recognizes the benefit of USCM`s making arrangements on behalf of the Employer for a functional administrative system to administer the Program; and WHEREAS, Employer has enacted the necessary resolution/court order to adopt the OBRA Deferred Compensation Program and this Administrative Agreement and to establish its Plan for its employees. NOW, THEREFORE, in consideration of the premises set forth hereinabove, and the promises contained hereinafter, the parties agree as follows: 2DC-2722-0603 1 THE PROGRAM USCM endorses a prototype Section 457 Plan designed as a supplement to Employer's voluntary 457 Plan and developed in cooperation with USCM and NRS, a third party administrator, which permits Employer and its employees to enjoy the advantages derived from Section 457 of the Internal Revenue Code of 1986, as amended, while allowing Employer to satisfy its requirements under OBRA. II. REGULATORY CONSIDERATIONS NRS has represented and warranted to USCM that the Program and the Plans adopted thereunder meet all necessary criteria for approval by all federal and state regulatory authorities governing such programs. III. PROGRAM ADMINISTRATOR: USCM has agreed to sponsor the Program in its present form, and has selected and exclusively contracted with a third party administrator, NRS, qualified to fulfill the responsibility for all administrative requirements necessary for the successful operation of the Program. IV. NRS RESPONSIBILITIES: NRS agrees to the following terms and conditions of the Program as provided below: A. Provide Employer with a Deferred Compensation Plan Agreement and necessary agreements for execution with its participating employees subject to OBRA which is and will be maintained in compliance with the provisions of the Internal Revenue Code and OBRA. B. Provide Employer with such technical assistance as is reasonably necessary to install and implement the Program. C. Maintain a comprehensive administrative service system to facilitate employee deferrals, reconciliations, disbursements to the investment media, maintain individual and Employer account records, coordinate employee distributions, and assure proper tax reporting systems. D. Maintain such accounting and audit systems as are necessary to ensure the fiscal integrity of the Program. E. Make NRS representatives available to Employer's representatives to discuss issues or questions relating to NRS' fulfillment of its obligations under this Agreement or the general operation of the Plan. F. Compute and deduct from any disbursements under the Program all appropriate federal and state income taxes required by law to be withheld from plan distributions and also furnish to all participants receiving payments or benefits from the Program, appropriate tax reporting forms. V. EMPLOYER RESPONSIBILITIES: The Employer agrees to the following terms and conditions of the Program as provided below: A. Provide USCM and NRS its full cooperation and support in administering the necessary deferral system for employee contributions; and notify NRS in writing, within fourteen (14) days of a participant`s separation from service with an Employer. B. Disseminate from time to time such informational materials as provided to it for employee distribution. 2DC-2722-0603 C. Name an official or committee of the Employer to act as local coordinator on behalf of the Employer on all material matters relating to activities of the Plan. D. Accept the terms and conditions of the investment media and, if applicable, insurance contracts issued to the Employer pursuant to the Plan adopted by the Employer. E. Use the OBRA Plan Document, informational materials, and other forms provided to it as a participant under the Program in connection with the Plan. F. Notify NRS of the dollar amount to be deferred on behalf of each participant, which the Employer shall be responsible for ensuring that such amount is no less than 7.5% of a participant's compensation or such other minimum amount as shall be required for the Plan to be considered a retirement system under OBRA. In the event a participant under the Plan elects to join the voluntary USCM Deferred Compensation Plan or another deferred compensation plan adopted by the Employer, the Employer is responsible for ensuring that each participant's annual deferral amount does not exceed the applicable limits set forth in Section 457. G. Direct Plan participants desiring to increase contributions to the Plan to NRS for completion of appropriate forms. H. The Employer acknowledges and agrees that NRS shall not be responsible for monitoring deferrals to other Section 457, 403(b), 401(a), 414(h) plans or other defined benefit plans referenced by the Internal Revenue Code or for monitoring interplan coordination between the Plan and the USCM Deferred Compensation Plan adopted by Employer or any other Section 457 plan which Employer may have. VI. TERMINATION This Agreement shall automatically terminate in the event and as of the date the USCM Deferred Compensation Plan administrative agreement entered into by and among USCM, Employer, and NRS in connection with the voluntary USCM Deferred Compensation Plan is terminated. VII. INDEMNIFICATION: USCM agrees to hold harmless and indemnify the Employer, its appointed and elected officers and participants from any loss from USCM or NRS` failure to perform its duties and services pursuant to the USCM program. VIII. CONTRACT TERM This Agreement is effective until terminated in accordance with Section VI above. 2DC-2722-0603 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first described above. ~QfHOR11ED 1'1 p01lffA16 EMPLOYER Ci of or Ch 's i X (Em to er`s m Signat ~` 'rtc J oT i"k~-ci~ ~~ltf Title NATIONWIDE RETIREMENT SOLUTIONS, INC. ~G2~~'`/ Signature Title UNITED STATES CONFERENCE OF MAYORS Executive Director 2DC-2722-0603