· Gwinnett County, Georgia Retirement Plans Management Committee December 2, 2013 Regular Meeting...

Gwinnett County, Georgia Retirement Plans Management Committee

December 2, 2013 Regular Meeting 8:00 AM

Gwinnett Justice and Administrative Center, Conference Room C

Agenda

1. Call to Order

* Chairman

2. 3.

Adoption of Agenda Approval of Meeting Date Change

* *

Chairman Chairman

4. Approval of Minutes August 22, 2013 Meeting

* Chairman

5. Performance Reports – Fund Reports

a. 3rd Quarter DB Plan

1. Gwinnett RPMC Q3 Presentation 2. Quarterly Report 3. Watch List 4. Downgraded Bonds 5. Fee Schedule

b. 3rd Quarter DC Plans

1. Staff Update 2. Fund Performance Review – AAG 3. Executive Summary 4. Review Strategic Plan

*** ***

UBS Great West

6. Investment Committee Reports

a. Update on Securities Litigation Monitoring Activities

b. Recommendation on Emerging Markets Manager Search and Interim Strategy

c. Recommendation on Financial Advisor for DC Plans

*

Mike Ludwiczak

RPMC Regular Meeting, December 2, 2013

d. Discussion on Perkins Mid Cap Fund Status

7. 8.

DB and DC Plan Restatements and IRS Determination Letter Applications Past Quarter Participation and Education

a. Participation Numbers b. Education Update

* ***

Ed Emerson Debbi Davidson Fred Minot

9. Vendor Renewal – BNY Mellon *** Chairman 10. 2014 Planning

a. Meeting Schedule

1st Qtr. – February 27, 2014 2nd Qtr. – May 22, 2014 3rd Qtr. – August 28, 2014 4th Qtr. – November 20, 2014

b. Workplan and Goals

* Chairman

11. Election of 2014 Officers and Recognition of Member’s Service

*

12. Next Meeting – February 27, 2014 *** 13. 14.

Public Comments Adjournment

** *

*Action Items **Speakers wishing to address the RPMC must report to the Clerk of the Committee prior to the meeting being called to order. Speakers are limited to 3 minutes or less. ***Information items requiring no action.

Gwinnett County, Georgia Retirement Plans Management Committee August 22, 2013 Regular Meeting Minutes

8:00 AM Gwinnett Justice and Administrative Center, Conference Room C

Members Present: Jim Underwood, Aaron Bovos, Glenn Stephens, David Crews, Ashley Stinson, Joy Parish, Hazel McMullin Vice Chairman David Crews called the meeting to order at 8:10 AM.

Adoption of Agenda Glenn Stephens made a motion to adopt the agenda and Jim Underwood seconded. (Vote 7 – 0) McMullin – Yes; Underwood – Yes; Bovos –Yes; Stephens – Yes; Crews – Yes; Stinson – Yes; Parish – Yes. Election of Chairman Glenn Stephens made a motion to nominate David Crews as Chairman for the remainder of the year and Jim Underwood seconded. (Vote 6 – 0) McMullin – Yes; Underwood – Yes; Bovos –Yes; Stephens – Yes; Stinson – Yes; Parish – Yes. Crews – abstain. Election of Vice Chairman Glenn Stephens made a motion to nominate Jim Underwood as Vice Chairman for the remainder of the year and Ashley Stinson seconded. (Vote 6 – 0) McMullin – Yes; Crews – Yes; Bovos –Yes; Stephens – Yes; Stinson – Yes; Parish – Yes. Underwood – abstain. Approval of Minutes Jim Underwood made a motion to approve the minutes with edits for the May 23, 2013 regular meeting and Joy Parish seconded. (Vote 7 – 0) McMullin – Yes; Underwood – Yes; Bovos –Yes; Stephens – Yes; Crews – Yes; Stinson – Yes; Parish – Yes.

Performance Reports/ Executive Summaries The Market Value of plan assets for the DB and OPEB Plans as of 06/30/2013 was $847,954,314. These assets are invested in the following accounts:

Large Cap Growth $101,024,610

Large Cap Value $112,019,799

Mid Cap Core $33,749,842

Mid Cap Growth $29,583,100

Mid Cap Value $32,221,001

Small Cap Blend $72,190,362

REITS $42,019,020

Foreign Developed Blend $117,400,921

Fixed Income Taxable Intermediate

$261,971,307

Emerging Markets $45,733,300

Total $847,913,262

*The difference in Market Value and the total balance of the accounts in the portfolio is the residual market value of Rainier at $41,048.63. Rainier has been replaced by another manager and is no longer listed in the Portfolio.

Second Quarter DB Plan Investment Performance Report The report for the second quarter of 2013 was presented by Scott Olsen and Allen Wright of UBS. Gwinnett County’s portfolio continues to do well.

Amy Heyel of Great-West introduced Tem Miller as the new Client Relationship Director for Great-West.

Second Quarter DC and 457 Plans Fund Performance The reports on the funds in these plans were presented by Michael Baker and Fred Minot of Great-West. Fred Minot presented the Plan Review for July 1, 2012 through June 30, 2013. Plan assets were $236.67 million as of June 30, 2013. Plan assets grew by $31.81 million (15.5%) from July 1, 2012 to June 30, 2013. Contributions were $23.15 million from July 1, 2012 to June 30, 2013. The average account balance per participant was $34,127 for the 401(a) Plan and $24,628 for the 457(b) Plan. The County is doing very well compared to other governments on contributions by asset class.

Amy Heyel presented the results of the survey. The overall participant satisfaction with the plan and services was positive. Amy will be meeting with the RPMC Chairman and Investment Committee Chairman to discuss areas for possible enhancements and improvements.

Investment Committee Recommendations and Reports

Mike Ludwiczak, Chairman of the Investment Committee, made the recommendation to engage Robbins Geller Rudman & Dowd LLP for securities litigation monitoring services. Ashley Stinson made a motion to accept the recommendation to engage Robbins Geller Rudman & Dowd LLP for securities litigation monitoring services and Glenn Stephens seconded. (Vote 7 – 0) Stinson – Yes; McMullin – Yes; Stephens – Yes; Bovos – Yes; Underwood – Yes; Crews – Yes; Parish – Yes. Mike Ludwiczak made the recommendation for changes to the Investment Policy Statement for Defined Contribution Plans under the Criteria for Removal section. He explained to the RPMC committee members that there will likely be more changes to come after further review of the policy. Jim Underwood made a motion to accept the recommendation for changes to the Investment Policy Statement for Defined Contribution Plans and Joy Parish seconded. (Vote 7 – 0) Stinson – Yes; McMullin – Yes; Stephens – Yes; Bovos – Yes; Underwood – Yes; Crews – Yes; Parish – Yes. Mike Ludwiczak made the recommendation to replace Royce Low Price Svc with Franklin Small Cap Growth Adv for the Small Cap funds and to replace Janus Twenty T with Pioneer Fundamental Growth Y for the Large Cap funds on the Fund Replacements for Defined Contribution Plans. Ashley Stinson made a motion to accept the recommendation on Fund Replacements for Defined Contribution Plans and Joy Parish seconded. (Vote 7 – 0) Stinson – Yes; McMullin – Yes; Stephens – Yes; Bovos – Yes; Underwood – Yes; Crews – Yes; Parish – Yes.

Past Quarter Education and Participation Information

Participation Information – Current Active Participants DB Plan 1,921 – 44%

DC Plan 2,470 – 56% Deferred Comp 3,008 – 69% RMSA 500 Retirees Retirees Receiving DB Pensions 1,910 Retirees with Health Insurance 1,223

Second Quarter Education Update There were a total of 335 Group/Onsite, One on One Meetings and Seminars/Lunch and Learns.

Vendor Renewals There was discussion concerning the services and expectations for UBS and Great-West. Consensus was that UBS was doing a very good job in fulfilling their responsibilities. There was a discussion about the need for a firm with fiduciary responsibility for the DC Plans. Aaron Bovos made a motion to ask the Investment Committee to research fiduciary responsibility for the DC Plan and Joy Parish seconded. (Vote 7 - 0) McMullin – Yes; Bovos – Yes; Crews – Yes; Parish – Yes; Stephens – Yes; Stinson – Yes; Underwood – Yes. 2013 Goals - Debbi Davidson reviewed the goals for 2013 and Glenn Stephens discussed adding an assessment of employee research on Great- West’s website and how to increase this participation. Next Meeting November 21, 2013, Gwinnett Justice and Administration Center, Conference Room C at 8:00 a.m. Public Comments (Limited to 30 minutes) There were no public comments. Adjournment Joy Parish made a motion to adjourn and David Crews seconded. (Vote 7 – 0) McMullin – Yes; Underwood – Yes; Bovos –Yes; Stephens – Yes; Crews – Yes; Stinson – Yes; Parish – Yes. The meeting adjourned at 11:15 a.m.

UBS House View: Presentation

It’s a jungle out there

CIO WM Research November 2013

This report has been prepared by UBS Financial Services Inc. (UBS FS) and UBS AG.

Gwinnett County RPMC

November 21, 2013

1

Section 1

Summary

2

Economy

Global review & outlook

Commodities

Equities

Fixed income

• US government shutdown and prospect of another budget fight has delayed our Fed taper call from December 2013 to March 2014 and adds some downside risk to our growth forecast

• Spain joined the Eurozone recovery in 3Q13, a sign of a broader-based expansion.

• Chinese data showed tentative improvement in sequential growth but we don’t expect this to last in 4Q13

• Data uncertainties after prolonged US government shutdown and an anticipated delay in Fed tapering have resulted in lower short- and long-term Treasury yields

• Loss in economic momentum is likely only temporary and expect benchmark yields to resume their upward trend over the next three to six months

• Continue to favor investment grade and high yield bonds

• On a tax-equivalent basis, tax exempt municipals offer noteworthy value

• Economic and earnings fundamentals remain solid and justify a continued positive stance on equities

• Recommend an overall overweight allocation to equities, expressed by overweight in US, Japan, and Eurozone

• Economic recovery in Europe should support the more cyclical Eurozone relative to its more defensive Swiss and British peers

• Macroeconomic backdrop has turned more price supportive for commodities

• Leading indicators are improving and hard data suggests global economy is gaining pace

• However, bottom-up perspective for commodities is considerably less rosy, given ample supply at hand

• Cautious stance is still advised as short-term price advances are unlikely to be sustainable

FX

• Major currency pairs traded within established ranges despite dramatic headlines about a potential US default on Treasuries and a government shutdown

• Renewed focus on Fed’s taper, now expected in March, weighed on US dollar

• So long as Fed taper is delayed, the dollar will remain on the weak side of EURUSD 1.30-1.38

3

Section 2

Macro view

4

US - shutdown and tapering deferred

Source: Bloomberg

Non-farm payrolls (monthly change, k)

Please see important disclaimer and disclosures at the end of the document.

0

50

100

150

200

250

300

350

Oct-12 Nov-12 Dec-12 Jan-13 Feb-13 Mar-13 Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13

in t

housands

5

China – allowing credit growth again

Source Bloomberg, UBS

China total non-bank loan financing (2mma, RMBbn)

0

200

400

600

800

1,000

1,200

1,400Ja

n-1

3

Feb-1

3

Mar-

13

Apr-

13

May-

13

Jun-1

3

Jul-13

Aug-1

3

Sep-1

3


6

• GBP

• Government bonds2

• US high yield

• Investment grade credit1

• EM corporate bonds

• Preferred securities

• US senior loans

Most preferred Least preferred

• US

• Eurozone()

• Japan

• US small and mid caps

• US housing

• US e-commerce

• US financials

• US technology

• Water-linked investments

• Dividend growth

• US REITs over Utilities ()

• Equal-weight investing ()

• North American energy independence

• US competitiveness

• UK ()

• Switzerland ()

Recent upgrades Recent downgrades

Equities

Bonds

Foreign exchange

Commodities

• CHF

• Platinum

1.Municipal bonds preferred in taxable portfolios, investment grade corporates in tax-exempt portfolios.

2US government bonds reduced with international fixed income increased on currency grounds

Source: UBS CIO WMR. Note: For more information, please see the flagship publication UBS House View: Investment Strategy Guide, 25 October 2013.

Preferred investment views


7

Section 3

In detail: economic and asset class outlook

8

US – Consumer sentiment sours due to shutdown

Source: Bloomberg, UBS, as of 25 October 2013

Two measures of consumer confidence, index levels


40

50

60

70

80

90

Oct-07 Oct-08 Oct-09 Oct-10 Oct-11 Oct-12 Oct-13

-65

-55

-45

-35

-25

-15

University of Michigan consumer expectations index (left)

Bloomberg consumer comfort index (right)

9

Eurozone – Improving manufacturing activity


Manufacturing Purchase Managers’ Index


30

35

40

45

50

55

60

65

Jan-07 Jan-08 Jan-09 Jan-10 Jan-11 Jan-12 Jan-13

Eurozone Germany France Italy

10

World – Growth (finally) set to pick up

Source: UBS, as of 23 October 2013

Real global GDP growth, %


4.3

3.3

2.8

2.5

3.4

0.0

1.0

2.0

3.0

4.0

5.0

2010 2011 2012 2013F 2014F

11

US equities

Source: Bloomberg and UBS CIO WMR as of October 2013.

Small- and mid-caps should benefit from higher interest rates

Small-caps versus large-caps and the 10-year t-bond yield


1.5

2.0

2.5

3.0

3.5

Jan-13 Apr-13 Jul-13 Oct-13

97

100

103

106

109

10-yr t-bond yield (LHS) Small-caps relative to large-caps (RHS)

12

US equities

Source: Bloomberg and UBS CIO WMR as of October 2013.

Favorable valuations support our preference for Growth over Value


1.0x

1.1x

1.2x

1.3x

1.4x

1.5x

1.6x

1.7x

1.8x

1979 1983 1987 1991 1995 1999 2003 2007 2011 2015

Growth P/E relative to Value P/E Avg excluding the Tech bubble

13

Eurozone economic activity should help boost earnings growth

Eurozone Purchasing Managers’ Index Composite & Sub-divisions

Source: Bloomberg, UBS; as of 24 October 2013


30

35

40

45

50

55

60

65

2006 2007 2008 2009 2010 2011 2012 2013

Composite Manufacturing Services

14

Emerging market equities starting to return to form

Rolling Beta (lhs) and Alpha (rhs) of MSCI EM to MSCI World Index



0.0

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1.6

1.8

2006 2007 2008 2009 2010 2011 2012

-60%

-50%

-40%

-30%

-20%

-10%

0%

10%

20%

30%

40%

50%

Beta (LHS) Alpha (RHS)

15

Fixed Income

Source: UBS CIO WM Global Investment Office

Preferences (six months)

Preference of investment grade and high yield over government bonds

Bonds total

Government Bonds

Investment grade corporate

bonds

High yield bonds

Emerging market sovereign

bonds

Emerging market corporate

bonds

new old

neutral overweightunderweight


16

Fed funds futures expecting later fed taper

30-day fed funds futures, in %

Source: Bloomberg, UBS CIO WMR, as of 23 Oct. 2013


0.0

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1.6

Oct-13 Apr-14 Oct-14 Apr-15 Oct-15 Apr-16

23 Oct. 2013 30 Sept. 2013

17

However, we still forecast higher Treasury yields

Source: Bloomberg, UBS; as of 23 October 2013

US 10-year yields and forecasts, in %

Despite the rally, our we maintain our outlook for higher yields


0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

3Mo 6Mo 1Yr 2Yr 3Yr 5Yr 7Yr 10Yr 30Yr

Actual US Treasury yield curve 1 Yr Forward US Treasury yield curve

2Yr Forward US Treasury yield curve 3Yr Forward US Treasury yield curve

6 months CIO Forecasts

18

Remain positive on IG and HY credit

Source: BofAML, UBS CIO WMR, UBS; as of 23 October 2013

Spreads of IG and HY bonds over US Treasuries, in bps

Spreads have recovered but remain wide of pre-crisis averages


0

250

500

750

1,000

1,250

1,500

1,750

2,000

2,250

Oct-03 Oct-04 Oct-05 Oct-06 Oct-07 Oct-08 Oct-09 Oct-10 Oct-11 Oct-12 Oct-13

HY spread IG spread

19

Neutral on emerging market bonds

Source: JP Morgan, UBS; as of 23 Oct. 2013

Spreads of EM bonds over US Treasuries, in bps

Spreads of EM corporate bonds are above EM sovereigns


200

250

300

350

400

450

500

550

600

Apr-10 Oct-10 Apr-11 Oct-11 Apr-12 Oct-12 Apr-13 Oct-13

Emerging markets sovereign bonds (EMBI Global) Emerging markets corporate bonds (CEMBI Broad)

20

Value in municipals on an after-tax basis

Source: MMD, UBS CIO WMR as of 23 Oct. 2013

AAA muni-to-Treasury yield ratios


80

90

100

110

120

130

140

Oct-10 Apr-11 Oct-11 Apr-12 Oct-12 Apr-13 Oct-13

10 yr 30 yr

21

Commodities

Spread between Brent & WTI Crude Oil widens again

Source, Bloomberg, UBS, as of 24 October 2013.


0

20

40

60

80

100

120

140

160

Jan-07 Oct-07 Jul-08 Apr-09 Jan-10 Oct-10 Jul-11 Apr-12 Jan-13 Oct-13

Brent Crude WTI Crude

22

Section 4

In focus: The Fed is itching but it won’t scratch this year

23

The Fed is itching, but it won’t scratch this year

Source: UBS, as of 23 October 2013

Fed taper base and risk cases


24

Key forecasts


25 25

Statement of Risk

1. Equity markets are difficult to forecast because of fluctuations in the economy, investor psychology, geopolitical conditions, and other important variables.

2. Bond market returns are difficult to forecast because of fluctuations in the economy, investor psychology, geopolitical conditions and other important variables.

Corporate bonds are subject to a number of risks, including credit risk, interest rate risk, liquidity risk, and event risk. Though historical default rates are low on

investment grade corporate bonds, perceived adverse changes in the credit quality of an issuer may negatively affect the market value of securities. As interest

rates rise, the value of a fixed coupon security will likely decline. Bonds are subject to market value fluctuations, given changes in the level of risk-free interest

rates. Not all bonds can be sold quickly or easily on the open market. Prospective investors should consult their tax advisors concerning the federal, state, local,

and non-U.S. tax consequences of owning any securities referenced in this report.

3. Prospective investors should consult their tax advisors concerning the federal, state, local, and non-U.S. tax consequences of owning preferred stocks.

Preferred stocks are subject to market value fluctuations, given changes in the level of interest rates. For example, if interest rates rise, the value of these

securities could decline. If preferred stocks are sold prior to maturity, price and yield may vary. Adverse changes in the credit quality of the issuer may

negatively affect the market value of the securities. Most preferred securities may be redeemed at par after five years. If this occurs, holders of the securities

may be faced with a reinvestment decision at lower future rates. Preferred stocks are also subject to other risks, including illiquidity and certain special

redemption provisions.

4. Although historical default rates are very low, all municipal bonds carry credit risk, with the degree of risk largely following the particular bond’s sector.

Additionally, all municipal bonds feature valuation, return, and liquidity risk. Valuation tends to follow internal and external factors, including the level of interest

rates, bond ratings, supply factors, and media reporting. These can be difficult or impossible to project accurately. Also, most municipal bonds are callable

and/or subject to earlier than expected redemption, which can reduce an investor’s total return. Because of the large number of municipal issuers and credit

structures, not all bonds can be easily or quickly sold on the open market.

26 26

Disclosures

Emerging Market Investments

Investors should be aware that Emerging Market assets are subject to, amongst others, potential risks linked to currency volatility, abrupt changes in the cost of capital and the economic growth outlook,

as well as regulatory and socio-political risk, interest rate risk and higher credit risk. Assets can sometimes be very illiquid and liquidity conditions can abruptly worsen. WMR generally recommends only

those securities it believes have been registered under Federal U.S. registration rules (Section 12 of the Securities Exchange Act of 1934) and individual State registration rules (commonly known as

"Blue Sky" laws). Prospective investors should be aware that to the extent permitted under US law, WMR may from time to time recommend bonds that are not registered under US or State securities

laws. These bonds may be issued in jurisdictions where the level of required disclosures to be made by issuers is not as frequent or complete as that required by US laws.

For more background on emerging markets generally, see the WMR Education Notes "Investing in Emerging Markets (Part 1): Equities", 27 August 2007, "Emerging Market Bonds: Understanding

Emerging Market Bonds," 12 August 2009 and "Emerging Markets Bonds: Understanding Sovereign Risk," 17 December 2009.

Investors interested in holding bonds for a longer period are advised to select the bonds of those sovereigns with the highest credit ratings (in the investment grade band). Such an approach should

decrease the risk that an investor could end up holding bonds on which the sovereign has defaulted. Sub-investment grade bonds are recommended only for clients with a higher risk tolerance and who

seek to hold higher yielding bonds for shorter periods only.

Non-Traditional Assets

Non-traditional asset classes are alternative investments that include hedge funds, private equity, real estate, and managed futures (collectively, alternative investments). Interests of

alternative investment funds are sold only to qualified investors, and only by means of offering documents that include information about the risks, performance and expenses of alternative investment

funds, and which clients are urged to read carefully before subscribing and retain. An investment in an alternative investment fund is speculative and involves significant risks. Specifically, these

investments (1) are not mutual funds and are not subject to the same regulatory requirements as mutual funds; (2) may have performance that is volatile, and investors may lose all or a substantial

amount of their investment; (3) may engage in leverage and other speculative investment practices that may increase the risk of investment loss; (4) are long-term, illiquid investments, there is generally

no secondary market for the interests of a fund, and none is expected to develop; (5) interests of alternative investment funds typically will be illiquid and subject to restrictions on transfer; (6) may not be

required to provide periodic pricing or valuation information to investors; (7) generally involve complex tax strategies and there may be delays in distributing tax information to investors; (8) are subject to

high fees, including management fees and other fees and expenses, all of which will reduce profits.

Interests in alternative investment funds are not deposits or obligations of, or guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal

Deposit Insurance Corporation, the Federal Reserve Board, or any other governmental agency. Prospective investors should understand these risks and have the financial ability and willingness to accept

them for an extended period of time before making an investment in an alternative investment fund and should consider an alternative investment fund as a supplement to an overall investment program.

In addition to the risks that apply to alternative investments generally, the following are additional risks related to an investment in these strategies:

• Hedge Fund Risk: There are risks specifically associated with investing in hedge funds, which may include risks associated with investing in short sales, options, small-cap stocks, "junk bonds,"

derivatives, distressed securities, non-U.S. securities and illiquid investments.

• Managed Futures: There are risks specifically associated with investing in managed futures programs. For example, not all managers focus on all strategies at all times, and managed futures

strategies may have material directional elements.

• Real Estate: There are risks specifically associated with investing in real estate products and real estate investment trusts. They involve risks associated with debt, adverse changes in general

economic or local market conditions, changes in governmental, tax, real estate and zoning laws or regulations, risks associated with capital calls and, for some real estate products, the risks

associated with the ability to qualify for favorable treatment under the federal tax laws.

• Private Equity: There are risks specifically associated with investing in private equity. Capital calls can be made on short no-tice, and the failure to meet capital calls can result in significant adverse

consequences including, but not limited to, a total loss of investment.

• Foreign Exchange/Currency Risk: Investors in securities of issuers located outside of the United States should be aware that even for securities denominated in U.S. dollars, changes in the exchange

rate between the U.S. dollar and the issuer’s "home" currency can have unexpected effects on the market value and liquidity of those securities. Those securities may also be affected by other risks

(such as political, economic or regulatory changes) that may not be readily known to a U.S. investor.

27 27

Explanations about asset allocations

Sources of strategic asset allocations and investor risk profiles

Strategic asset allocations represent the longer-term allocation of assets that is deemed suitable for a particular investor. The strategic asset allocation models discussed in this publication, and the capital

market assumptions used for the strategic asset allocations, were developed and approved by the WMA AAC.

The strategic asset allocations are provided for illustrative purposes only and were designed by the WMA AAC for hypothetical US investors with a total return objective under five different Investor Risk

Profiles ranging from conservative to aggressive. In general, strategic asset allocations will differ among investors according to their individual circum-stances, risk tolerance, return objectives and time

horizon. Therefore, the strategic asset allocations in this publication may not be suitable for all investors or investment goals and should not be used as the sole basis of any investment decision. Minimum

net worth requirements may apply to allocations to non-traditional assets. As always, please consult your UBS Financial Advisor to see how these weightings should be applied or modified according to

your individual profile and investment goals.

The process by which the strategic asset allocations were derived is described in detail in the publication entitled “UBS WMA’s Capital Markets Model: Explained, Part II: Methodology,” published on 22

January 2013. Your Financial Advisor can provide you with a copy. Deviations from benchmark allocation.

Deviations from strategic asset allocation or benchmark allocation

The recommended tactical deviations from the strategic asset allocation or benchmark allocation are provided by the Global Investment Committee and the Investment Strategy Group within Wealth

Management Research Americas. They reflect the short- to medium- term assessment of market opportunities and risks in the respective asset classes and market segments. Positive / zero / negative

tactical deviations correspond to an overweight / neutral / underweight stance for each respective asset class and market segment relative to their strategic allocation. The current allocation is the sum of

the strategic asset allocation and the tactical deviation.

Overweight: Tactical recommendation to hold more of the asset class than specified in the strategic asset allocation on pages 24-27 of the flagship publication UBS House View: Investment Strategy

Guide.

Underweight: Tactical recommendation to hold less of the asset class than specified in the strategic asset allocation on pages 24-27 of the flagship publication UBS House View: Investment Strategy

Guide.

Neutral: Tactical recommendation to hold the asset class in line with its weight in the strategic asset allocation on pages 24-27 of the flagship publication UBS House View: Investment Strategy

Guide.

NOTE: TACTICAL TIME HORIZON IS APPROXIMATELY SIX MONTHS

28 28

Disclaimer

Chief Investment Office (CIO) Wealth Management Research is published by Wealth Management & Swiss Bank and Wealth Management Americas, Business

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numerous assumptions. Different assumptions could result in materially different results. We recommend that you obtain financial and/or tax advice as to the

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Version as per September 2013.

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Please contact your UBS Institutional Consultant if you have any questions regarding this report, if your financial situation, individualneeds or investment objectives have changed, or if you would like to initiate or modify any investment restrictions on this account.Please note that you are also required to inform your Institutional Consultant, directly, of any changes in your financial condition,investment objectives or investment restrictions on your account.

Rule 204-3 under the Investment Advisers Act of 1940 requires that we make an annual offer to clients to send to them, withoutcharge, a written disclosure statement meeting the requirements of such rule. We will be glad to send you a copy of such statement toyou upon your written request.

Prepared For:Gwinnett County Employees Retirement SystemNovember 4, 2013

Prepared by:

Investment Performance

Period Ending September 30, 2013

Gwinnett County Composite

Allen Wright, Earle Dodd, Scott Olsen, Ray Vuicich

Managed Account Performance

Annualized Performance Summary 1 of 63Net Annualized Performance Summary 3 of 63Actual vs Target Allocation 5 of 63Opportunity Gain/Loss Report 6 of 633 Year Capital Market Line 7 of 635 Year Capital Market Line Chart 8 of 63Capital Market Line Chart 9 of 63Universe Comparisons 10 of 63Benchmark Comparisons Used in this Report 11 of 63

Investment Manager Performance

Barrow Hanley 12 of 63Fairpointe Capital 16 of 63William Blair 20 of 63Vaughan Nelson 24 of 63Atlanta Capital 28 of 63Invesco REIT 32 of 631607 Capital Partners 36 of 63ING 40 of 63Ryan Labs 44 of 63Templeton Global Bond 48 of 63Dreyfus International 52 of 63

Table of Contents

Disclosures

Disclosures 56 of 63Definitions 58 of 63

Table of Contents

Account Name Account Number Custodian NameInvesco REIT GWxxxxxxx02 BofNYDreyfus International GWxxxxxxx02 BofNYTempleton Global Bond GWxxxxxxx02 BofNYRyan Labs GWxxxxxxx02 BofNYING GWxxxxxxx02 BofNY1607 Capital Partners GWxxxxxxx02 BofNYColumbia Management GWxxxxxxx02 BofNYAtlanta Capital GWxxxxxxx02 BofNYVaughan Nelson GWxxxxxxx02 BofNYWilliam Blair GWxxxxxxx02 BofNYFairpointe Capital GWxxxxxxx02 BofNYBarrow Hanley GWxxxxxxx02 BofNYTCW Institutional GWxxxxxxx02 BofNY

UBS account statements represent the only official record of holdings, balances, transactions and security values of assets in your UBS Financial Services Inc. accountand are not replaced, amended or superseded by any information presented in this report. As an accommodation to you, values of accounts that you hold at otherfinancial institutions may be included as part of your UBS IC Consulting Services Agreement based on information, including pricing information, provided to us. UBSdoes not independently verify or guarantee the accuracy or validity of any information provided by sources other than UBS Financial Services Inc. Please see the'Important Information' section at the end of this report for detailed pricing information.

This report is provided for informational purposes only. The information shown was obtained from sources believed to be reliable, the accuracy of which cannot be guaranteed. Account statements provided by UBS or other financial institutions are theofficial record of your holdings, balances, transactions and security values and are not amended or superseded by any of the information presented in this report. Information is current as of the date shown. Past performance is no guarantee of futurereturns. See IMPORTANT INFORMATION at end of report for details.

Gwinnett County Employees Retirement SystemSeptember 30, 2013

Accounts Included in this Report

Inception 09/30/2013 Latest %tile Year to %tile 1 %tile 3 %tile 5 %tile %tileAccount Date Market Value QTR Ranking Date Ranking Year Ranking Year Ranking Year Ranking Inception RankingConsolidated Portfolio* 12/31/2006 $894,470,036 6.07% 12 11.69% 40 13.72% 31 10.79% 27 9.98% 1 6.49% 1

Policy Index 4.61% 63 9.60% 65 11.13% 68 9.66% 62 8.64% 33 5.29% 20Dynamic Index 4.89% 51 10.28% 56 11.83% 65 9.65% 62 8.22% 51Large Cap Growth Equities

Columbia Management 4/2/2013 $60,457,049 18.72% 1 18.54% 1Russell 1000 Growth 8.11% 58 10.47% 70TCW Institutional 4/2/2013 $56,179,529 12.14% 10 11.48% 39Russell 1000 Growth 8.11% 58 10.47% 70

Large Cap Value EquitiesBarrow Hanley 1/3/2007 $117,377,718 4.78% 61 22.36% 40 24.07% 46 17.16% 26 11.01% 27 4.76% 54Russell 1000 Value 3.94% 83 20.47% 64 22.30% 60 16.25% 48 8.86% 75 3.26% 91

Mid Cap CoreFairpointe Capital 3/30/2012 $36,850,687 9.19% 28 34.60% 1 38.80% 1 26.04% 1Russell Midcap 7.70% 66 24.34% 51 27.91% 56 18.54% 40

Mid Cap GrowthWilliam Blair 3/30/2012 $31,877,867 7.76% 98 21.89% 93 22.05% 93 13.48% 87Russell Midcap Grwth 9.34% 79 25.42% 64 27.54% 52 17.13% 50

Mid Cap ValueVaughan Nelson 3/30/2012 $35,281,752 9.50% 11 30.82% 6 36.66% 1 21.78% 20Russell Midcap Value 5.89% 90 22.94% 67 27.77% 65 19.55% 50

Small Cap BlendAtlanta Capital 1/31/2007 $79,485,839 10.11% 51 28.28% 40 31.26% 45 22.00% 20 16.11% 8 12.26% 1Russell 2000 10.21% 47 27.69% 45 30.06% 58 18.29% 67 11.15% 83 5.97% 81

REITsInvesco REIT 1/5/2007 $41,109,103 -2.00% 28 2.77% 53 5.26% 59 12.16% 83 7.05% 48 2.91% 58NAREIT Equity -1.75% 25 3.95% 25 7.18% 21 13.12% 29 6.19% 80 77

Foreign Developed Blend1607 Capital Partners 6/30/2008 $132,613,915 11.53% 18 13.17% 59 20.17% 61 9.95% 9 10.84% 4 4.74% 8MSCI ACWI ex US Net 10.09% 58 10.05% 86 16.50% 85 5.95% 81 6.26% 44 1.08% 60

Gross of FeesSummary StatementGwinnett County Employees Retirement System

Please be sure to read the DISCLOSURE SECTION at the end of this report which contains important disclosures and disclaimers on the information provided to you in this report.The inception date may or may not be coincident with the date that the UBS Institutional Consulting Group commenced providing performance reporting services to you.*Under $1 Billion Public Funds Universe

Page 1

Inception 09/30/2013 Latest %tile Year to %tile 1 %tile 3 %tile 5 %tile %tileAccount Date Market Value QTR Ranking Date Ranking Year Ranking Year Ranking Year Ranking Inception Ranking

Core Fixed IncomeING 12/10/2007 $154,170,791 0.67% 47 -1.85% 80 -1.49% 79 3.07% 57 6.29% 44 5.70% 28Barclays Aggregate 0.57% 66 -1.89% 82 -1.68% 83 2.86% 67 5.41% 75 4.96% 74Ryan Labs 4/3/2012 $102,785,994 0.33% 93 -1.78% 75 -1.36% 74 2.50% 25Barclays Aggregate 0.57% 66 -1.89% 82 -1.68% 83 1.46% 87

Global Fixed IncomeTempleton Global Bond 12/8/2011 $23,855,559 1.07% 53 -0.30% 34 3.59% 21 8.15% 16CG World Gov't 2.88% 4 -2.94% 78 -4.60% 95 99Dreyfus International 12/8/2011 $22,424,232 1.32% 50 -3.86% 88 -2.58% 82 3.45% 58CG World Gov't 2.88% 4 -2.94% 78 -4.60% 95 99

Gross of FeesSummary StatementGwinnett County Employees Retirement System


Page 2

Inception 09/30/2013 Latest %tile Year to %tile 1 %tile 3 %tile 5 %tile %tileAccount Date Market Value QTR Ranking Date Ranking Year Ranking Year Ranking Year Ranking Inception RankingConsolidated Portfolio* 12/31/2006 $894,470,036 5.95% 12 11.50% 40 13.41% 34 10.40% 48 9.54% 3 6.05% 1

Policy Index 4.61% 63 9.60% 65 11.13% 68 9.66% 62 8.64% 33 5.29% 20Dynamic Index 4.89% 51 10.28% 56 11.83% 65 9.65% 62 8.22% 51Large Cap Growth Equities

Columbia Management 4/2/2013 $60,457,049 18.57% 1 18.24% 1Russell 1000 Growth 8.11% 57 10.47% 69TCW Institutional 4/2/2013 $56,179,529 11.98% 10 11.16% 38Russell 1000 Growth 8.11% 57 10.47% 69

Large Cap Value EquitiesBarrow Hanley 1/3/2007 $117,377,718 4.70% 60 22.06% 35 23.66% 42 16.75% 22 10.58% 25 4.37% 45Russell 1000 Value 3.94% 80 20.47% 58 22.30% 51 16.25% 30 8.86% 56 3.26% 75

Mid Cap CoreFairpointe Capital 3/30/2012 $36,850,687 9.03% 21 33.97% 1 38.02% 1 25.26% 4Russell Midcap 7.70% 60 24.34% 43 27.91% 41 18.54% 33

Mid Cap GrowthWilliam Blair 3/30/2012 $31,877,867 7.54% 97 21.18% 91 21.07% 91 12.71% 88Russell Midcap Grwth 9.34% 72 25.42% 56 27.54% 42 17.13% 37

Mid Cap ValueVaughan Nelson 3/30/2012 $35,281,752 9.31% 4 30.12% 6 35.60% 2 20.82% 14Russell Midcap Value 5.89% 84 22.94% 56 27.77% 49 19.55% 30

Small Cap BlendAtlanta Capital 1/31/2007 $79,485,839 9.92% 48 27.61% 35 30.33% 41 21.14% 19 15.24% 4 11.41% 1Russell 2000 10.21% 41 27.69% 35 30.06% 47 18.29% 53 11.15% 60 5.97% 60

REITsInvesco REIT 1/5/2007 $41,109,103 -2.17% 27 2.24% 59 4.55% 63 11.36% 76 6.27% 61 2.15% 71NAREIT Equity -1.75% 22 3.95% 22 7.18% 18 13.12% 14 6.19% 66 61

Foreign Developed Blend1607 Capital Partners 6/30/2008 $132,613,915 11.34% 23 12.79% 61 19.54% 65 9.19% 19 10.05% 7 4.00% 13MSCI ACWI ex US Net 10.09% 58 10.05% 86 16.50% 85 5.95% 81 6.26% 44 1.08% 60

Net of FeesSummary StatementGwinnett County Employees Retirement System


Page 3

Inception 09/30/2013 Latest %tile Year to %tile 1 %tile 3 %tile 5 %tile %tileAccount Date Market Value QTR Ranking Date Ranking Year Ranking Year Ranking Year Ranking Inception Ranking

Core Fixed IncomeING 12/10/2007 $154,170,791 0.61% 46 -2.09% 84 -1.76% 81 2.82% 54 6.04% 43 5.47% 27Barclays Aggregate 0.57% 56 -1.89% 67 -1.68% 80 2.86% 53 5.41% 60 4.96% 55Ryan Labs 4/3/2012 $102,785,994 0.28% 90 -1.92% 70 -1.55% 71 2.35% 27Barclays Aggregate 0.57% 56 -1.89% 67 -1.68% 80 1.46% 76

Global Fixed IncomeTempleton Global Bond 12/8/2011 $23,855,559 1.07% 56 -0.30% 39 3.59% 24 8.15% 23CG World Gov't 2.88% 7 -2.94% 73 -4.60% 96 99Dreyfus International 12/8/2011 $22,424,232 1.32% 50 -3.86% 84 -2.58% 77 3.45% 66CG World Gov't 2.88% 7 -2.94% 73 -4.60% 96 99

Net of FeesSummary StatementGwinnett County Employees Retirement System


Page 4

Market Value Percent Market Value Percent Market Value PercentActual Actual Target Target Difference Difference

Core Fixed Income 256,956,785.0 28.7% 313,064,512.5 35.0% (56,107,727.5) (6.3%)Foreign Developed Blend 132,613,915.3 14.8% 134,170,505.3 15.0% (1,556,590.0) (0.2%)Large Cap Value Equities 117,377,718.4 13.1% 111,808,754.5 12.5% 5,568,963.9 0.6%Large Cap Growth Equities 116,636,577.8 13.0% 111,808,754.5 12.5% 4,827,823.4 0.5%Mid Cap Equities 104,010,306.0 11.6% 67,085,252.7 7.5% 36,925,053.4 4.1%Small Cap Equities 79,485,838.9 8.9% 67,085,252.7 7.5% 12,400,586.2 1.4%Global Fixed Income 46,279,790.4 5.2% 44,723,501.8 5.0% 1,556,288.6 0.2%REITs 41,109,103.5 4.6% 44,723,501.8 5.0% (3,614,398.3) (0.4%)Total Fund $894,470,035.7 100.0% $894,470,035.7 100.0% ($0.4) 0.0%

Mid Cap Equities

Large Cap GrowthEquities

Small Cap Equities

Large Cap ValueEquities

Global FixedIncome

Foreign DevelopedBlend

Reits

Core FixedIncome

Mid Cap Equities

Large Cap GrowthEquities

Small Cap Equities

Large Cap ValueEquities

Global FixedIncome

Foreign DevelopedBlend

Reits

Core FixedIncome

Target Asset AllocationActual Asset Allocation

Actual vs Target Asset AllocationAs of September 30, 2013

returns. See IMPORTANT INFORMATION at end of report for details.official record of your holdings, balances, transactions and security values and are not amended or superseded by any of the information presented in this report. Information is current as of the date shown. Past performance is no guarantee of futureThis report is provided for informational purposes only. The information shown was obtained from sources believed to be reliable, the accuracy of which cannot be guaranteed. Account statements provided by UBS or other financial institutions are the

Page 5

Latest Quarter Year To Date One Year Three Years Five Years Since Inception Day

Beginning Mkt Value 847,954,313.72 805,661,809.93 776,019,113.00 565,324,607.50 442,988,083.60 N/A

Contributions 1,519.68 102,215,169.59 146,992,351.64 465,532,796.64 465,532,796.64 465,532,796.64

Withdrawals 6,170,597.22 107,564,204.57 137,645,039.73 411,544,122.73 411,544,122.73 411,544,122.73

Interest And Dividend Income 4,717,130.19 11,422,007.73 18,022,321.47 42,087,250.47 42,087,250.47 0.00

Investment Earnings 52,684,799.48 94,157,260.71 109,103,610.75 275,156,754.25 397,493,278.15 0.00

Ending Mkt Value 894,470,035.66 894,470,035.66 894,470,035.66 894,470,035.66 894,470,035.66 894,470,035.66

Market Experience 880,771,381.79 878,412,162.74 874,037,771.31 808,936,582.39 733,815,216.99 N/A

Surplus/Deficit 13,698,653.87 16,057,872.92 20,432,264.35 85,533,453.27 160,654,818.67 N/A

Gross Time Weighted Return 6.07 11.69 13.72 10.79 9.98 6.49

Net Dollar Weighted Return 6.23 11.69 13.88 13.61 13.35 N/A

Opportunity Gains & LossesDecember 31, 2006 Through September 30, 2013


Page 6

Standard Deviation (Risk)11.0010.009.008.007.006.005.004.003.002.001.000.00-1.00

Ann

ualiz

ed R

ate

of

Ret

urn

(%

)

12.00

11.00

10.00

9.00

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00

0.00

-1.00

Return Std Dev Beta Alpha R-SquaredComposite 10.79 9.24 0.97 1.29 98.52Policy Index 9.66 9.42 1.00 0.00 100.003 Mth T-Bill 0.07 0.02 1.00 0.00 100.00

Policy Index

3 Mth T-Bill

Composite

Policy Index

3 Mth T-Bill

More ReturnLess Risk

More ReturnMore Risk

Less ReturnLess Risk

Less ReturnMore Risk

Risk versus Reward AnalysisSeptember 30, 2010 Through September 30, 2013


Page 7

Standard Deviation (Risk)17.0016.0015.0014.0013.0012.0011.0010.009.008.007.006.005.004.003.002.001.000.00-1.00-2.00

Ann

ualiz

ed R

ate

of

Ret

urn

(%

)

11.00

10.00

9.00

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00

0.00

-1.00


Policy Index

3 Mth T-Bill

Composite

Policy Index

3 Mth T-Bill





Risk versus Reward AnalysisSeptember 30, 2008 Through September 30, 2013


Page 8

Standard Deviation (Risk)14.0013.0012.0011.0010.009.008.007.006.005.004.003.002.001.000.00-1.00

Ann

ualiz

ed R

ate

of

Ret

urn

(%

)

7.00

6.00

5.00

4.00

3.00

2.00

1.00


Policy Index

3 Mth T-Bill

Composite

Policy Index

3 Mth T-Bill





Risk versus Reward AnalysisDecember 31, 2006 Through September 30, 2013


Page 9

Rate

of

Retu

rn (%

)

25

20

15

10

5

0

Quarter Calendar YTD One Year Three Years Five Years 12/2006-9/2013Highest Value 8.73 21.04 25.24 12.61 9.74 5.74First Quartile 5.45 12.35 14.08 10.92 8.78 5.26Median Value 4.94 10.83 12.51 10.40 8.23 4.88Third Quartile 4.06 8.43 10.55 8.97 7.53 4.36Lowest Value 0.00 0.02 0.03 0.05 1.87 3.21Mean 4.67 10.05 11.83 9.48 7.89 4.78

Return Rank Return Rank Return Rank Return Rank Return Rank Return RankGwinnett County 6.07 12 11.69 40 13.72 31 10.79 27 9.98 1 6.49 1Policy Index 4.61 63 9.60 65 11.13 68 9.66 62 8.64 33 5.29 20Dynamic Index 4.89 51 10.28 56 11.83 65 9.65 62 8.22 51 N/A N/A

Rate

of

Retu

rn (%

)

30

20

10

0

-10

-20

-30

-402012 2011 2010 2009 2008 2007

Highest Value 16.98 8.26 18.14 32.18 -5.13 12.17First Quartile 13.35 2.59 14.23 21.28 -22.01 8.53Median Value 12.50 1.44 12.63 18.99 -24.73 7.50Third Quartile 11.46 0.06 11.67 16.71 -27.11 6.32Lowest Value 0.04 -3.21 2.46 6.88 -36.14 4.74Mean 11.77 1.51 12.09 19.20 -24.28 7.37

Return Rank Return Rank Return Rank Return Rank Return Rank Return RankGwinnett County 12.34 51 2.01 31 15.18 7 22.23 22 -21.51 23 8.08 32Policy Index 11.79 58 1.71 48 14.38 21 23.40 18 -24.20 38 6.23 80Dynamic Index 11.46 74 1.17 62 13.65 35 19.45 48 -24.15 38 N/A N/A

Annual Periods

Trailing Periods

Composite Peer Universe Comparison versus BNY Mellon Public Funds Less Than $1 Billion Managers

Please be sure to read the DISCLOSURE SECTION at the end of this report which contains important disclosures and disclaimers on the information provided to you in this report.The inception date may or may not be coincident with the date that the UBS Institutional Consulting Group commenced providing performance reporting services to you.

Page 10

COMPOSITE BENCHMARK

11/30/2011 - Present35.00% Barclays Aggregate15.00% MSCI ACWI ex US Net12.50% Russell 1000 Growth12.50% Russell 1000 Value7.50% Russell 20007.50% Russell Midcap5.00% Citigroup World Gov't Bond5.00% NAREIT Equity

06/30/2005 - 11/30/201135.00% Barclays Aggregate15.00% MSCI ACWI ex US Net12.50% Russell 1000 Growth12.50% Russell 1000 Value7.50% Russell 20007.50% Russell Midcap5.00% JP Morgan Emerging Mkt Bnd + Index5.00% NAREIT Equity

The primary index comparison for your portfolio and each of its asset classes is listed below.

Benchmark Comparisons Used In This Report


Page 11

Latest Quarter Year to Date

Beginning Mkt Value 112,019,799 95,929,972

Net Contributions (469) 81,362

Interest And Dividend Income 787,977 2,319,660

Net Capital Appreciation 4,570,412 19,128,556

Fees 91,886 265,603

Ending Mkt Value 117,377,718 117,377,718

Cash & Equivalents1.3%

Equity 98.7%

Quarter One Year Three Years Five Years

Rate

of

Retu

rn (%

)

24

22

20

18

16

14

12

10

8

6

4

2

0

Total Portfolio Russell 1000 Value

Standard Deviation (Risk)26.0024.0022.0020.0018.0016.0014.0012.0010.008.006.004.002.000.00-2.00

Ann

ualiz

ed R

ate

of R

etu

rn (%

)

12.00

11.00

10.00

9.00

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00

0.00

-1.00

Return Std Dev Beta Alpha R-SquaredTotal Portfolio 11.01 20.89 0.90 2.68 95.72Russell 1000 Value 8.86 22.74 1.00 0.00 100.00Barclays Treas Bill 0.19 0.11 1.00 0.00 100.00

Russell 1000 Value

Barclays Treas Bill

Total Portfolio

Russell 1000 Value

Barclays Treas Bill





Asset Allocation

Portfolio Performance Risk vs Reward

Change in Financial Position

Executive Summary as of September 30, 2013Barrow Hanley


Page 12

Rate

of

Retu

rn (%

)

35

30

25

20

15

10

5

0


Return Rank Return Rank Return Rank Return Rank Return Rank Return RankBarrow Hanley 4.78 61 22.36 40 24.07 46 17.16 26 11.01 27 4.65 54Russell 1000 Value 3.94 83 20.47 64 22.30 60 16.25 48 8.86 75 3.07 91

Rate

of

Retu

rn (%

)

50403020100

-10-20-30-40-50

2012 2011 2010 2009 2008Highest Value 21.77 10.78 19.99 46.13 -24.06First Quartile 17.73 4.12 16.53 29.58 -32.05Median Value 15.68 1.19 14.86 24.98 -34.92Third Quartile 12.97 -1.32 13.18 20.85 -37.30Lowest Value 9.23 -7.14 10.12 13.27 -44.34Mean 15.40 1.42 14.89 25.79 -34.55

Return Rank Return Rank Return Rank Return Rank Return RankBarrow Hanley 15.26 54 4.43 22 11.16 94 23.22 59 -34.66 45Russell 1000 Value 17.51 26 0.39 60 15.51 38 19.69 82 -36.85 71

Annual Periods

Trailing Periods

Total Portfolio Peer Universe Comparison versus Large Cap Value Managers


Page 13

Up Market Performance

Rate

of

Ret

urn

(%)

34.0

32.0

30.0

28.0

26.0

24.0

22.0

20.0

18.0

16.0

14.0

12.0

10.0

8.0

6.0

4.0

2.0

0.0

One Year Three YearsTotal Portfolio 24.07 33.75Russell 1000 Value 22.30 33.83Difference 1.76 -0.08Ratio 1.08 1.00Up Periods 4 9

Down Market Performance

Rate

of

Ret

urn

(%)

0.0

-1.0-2.0-3.0

-4.0-5.0

-6.0-7.0-8.0-9.0

-10.0-11.0-12.0-13.0-14.0-15.0-16.0-17.0

-18.0

One Year Three YearsTotal Portfolio N/A -16.41Russell 1000 Value N/A -18.46Difference N/A 2.05Ratio N/A 0.89Down Periods 0 3

Performance in Rising and Declining MarketsJanuary 3, 2007 Through September 30, 2013


Page 14

Fund's Average Investment Exposure and Market Index Returns

Quarter

Asset Class

Alt Equity 0.00

Cash & Equivalents 2.07

Equity 97.97

International Equity 0.00

Asset Class Index Performance

N/A

Barclays Treas Bill 0.02

Russell 1000 Value 3.94

Total Portfolio and Benchmark Performance

Dynamic Index N/A

Policy Index 3.94

Portfolio Return 4.78

Value Added By Manager

Market Timing N/A

Security Selection N/A

Total Value Added 0.84

Market Timing And Security SelectionJune 30, 2013 Through September 30, 2013


Page 15



Net Contributions -- 44,489

Interest And Dividend Income 81,562 264,355


Fees 54,843 150,791

Ending Mkt Value 36,850,687 36,850,687


Equity 95.5%

Quarter Calendar YTD 1 Year Inception

Rate

of

Retu

rn (

%)

40383634323028262422201816141210

86420

Total Portfolio Russell Midcap

3/2012 6/2012 9/2012 12/2012 3/2013 6/2013 9/2013

Dol

lar

Val

ue

145

140

135

130

125

120

115

110

105

100

95

90

85

Quarter Calendar YTD 1 Year InceptionTotal Portfolio 9.19 34.60 38.80 25.93Russell Midcap 7.70 24.34 27.91 18.57

Asset Allocation

Portfolio Performance Growth of a Dollar


Executive Summary as of September 30, 2013Fairpointe Capital


Page 16

Rate

of

Retu

rn (%

)

40

35

30

25

20

15

10

5

0

Quarter YTD Calendar YTD One Year 3/2012-9/2013Highest Value 11.35 29.69 29.69 36.76 24.17First Quartile 9.44 27.86 27.86 30.65 20.59Median Value 8.34 24.92 24.92 28.31 17.84Third Quartile 7.59 22.85 22.85 26.09 16.21Lowest Value 3.73 18.69 18.69 22.78 13.40Mean 8.41 24.84 24.84 28.40 18.05

Return Rank Return Rank Return Rank Return Rank Return RankFairpointe Capital 9.19 28 34.60 1 34.60 1 38.80 1 25.93 1Russell Midcap 7.70 66 24.34 51 24.34 51 27.91 56 18.57 40

Trailing Periods

Total Portfolio Peer Universe Comparison versus Mid Cap Core Managers


Page 17


Rate

of

Ret

urn

(%)

40.038.036.034.032.030.028.026.024.022.020.018.016.014.012.010.0

8.06.04.02.00.0

One Year Three YearsTotal Portfolio 38.80 N/ARussell Midcap 27.91 34.39Difference 10.88 N/ARatio 1.39 N/AUp Periods 4 10


Rate

of

Ret

urn

(%)

0.0

-2.0

-4.0

-6.0

-8.0

-10.0

-12.0

-14.0

-16.0

-18.0

-20.0

-22.0

One Year Three YearsTotal Portfolio N/A N/ARussell Midcap N/A -22.46Difference N/A N/ARatio N/A N/ADown Periods 0 2

Performance in Rising and Declining MarketsMarch 30, 2012 Through September 30, 2013


Page 18


Quarter

Asset Class


Equity 98.69




Russell 2000 10.21


Dynamic Index 10.04

Policy Index 7.70



Market Timing 2.35

Security Selection -0.86




Page 19






Fees 63,052 174,156

Ending Mkt Value 31,877,867 31,877,867


Equity 96.6%


Rate

of

Retu

rn (

%)

28

26

24

22

20

18

16

14

12

10

8

6

4

2

0

Total Portfolio Russell Midcap Grwth

3/2012 6/2012 9/2012 12/2012 3/2013 6/2013 9/2013

Dol

lar

Val

ue

130

125

120

115

110

105

100

95

90

Quarter Calendar YTD 1 Year InceptionTotal Portfolio 7.76 21.89 22.05 13.51Russell Midcap Grwth 9.34 25.42 27.54 17.17

Asset Allocation



Executive Summary as of September 30, 2013William Blair


Page 20

Rate

of

Retu

rn (%

)

35

30

25

20

15

10

5

0


Return Rank Return Rank Return Rank Return Rank Return RankWilliam Blair 7.76 98 21.89 93 21.89 93 22.05 93 13.51 87Russell Midcap Grwth 9.34 79 25.42 64 25.42 64 27.54 52 17.17 50

Trailing Periods

Total Portfolio Peer Universe Comparison versus Mid Cap Growth Managers


Page 21


Rate

of

Ret

urn

(%)

36.0

34.0

32.0

30.0

28.0

26.0

24.0

22.0

20.0

18.0

16.0

14.0

12.0

10.0

8.0

6.0

4.0

2.0

0.0

One Year Three YearsTotal Portfolio 22.05 N/ARussell Midcap Grwth 27.54 35.53Difference -5.49 N/ARatio 0.80 N/AUp Periods 4 10


Rate

of

Ret

urn

(%)

0.0

-2.0

-4.0

-6.0

-8.0

-10.0

-12.0

-14.0

-16.0

-18.0

-20.0

-22.0

One Year Three YearsTotal Portfolio N/A N/ARussell Midcap Grwth N/A -23.85Difference N/A N/ARatio N/A N/ADown Periods 0 2



Page 22


Quarter

Asset Class


Equity 96.75



Russell Midcap Grwth 9.34


Dynamic Index 9.05

Policy Index 9.34



Market Timing -0.29


Total Value Added -1.58



Page 23






Fees 61,109 172,600

Ending Mkt Value 35,281,752 35,281,752


Equity 98.9%


Rate

of

Retu

rn (

%)

383634323028262422201816141210

86420

Total Portfolio Russell Midcap Value

3/2012 6/2012 9/2012 12/2012 3/2013 6/2013 9/2013

Dol

lar

Val

ue

140

135

130

125

120

115

110

105

100

95

90

85

Quarter Calendar YTD 1 Year InceptionTotal Portfolio 9.50 30.82 36.66 21.82Russell Midcap Value 5.89 22.94 27.77 19.58

Asset Allocation



Executive Summary as of September 30, 2013Vaughan Nelson


Page 24

Rate

of

Retu

rn (%

)

35

30

25

20

15

10

5

0


Return Rank Return Rank Return Rank Return Rank Return RankVaughan Nelson 9.50 11 30.82 6 30.82 6 36.66 1 21.82 20Russell Midcap Value 5.89 90 22.94 67 22.94 67 27.77 65 19.58 50

Trailing Periods

Total Portfolio Peer Universe Comparison versus Mid Cap Value Managers


Page 25


Rate

of

Ret

urn

(%)

38.036.034.032.030.028.026.024.022.020.018.016.014.012.010.0

8.06.04.02.0

One Year Three YearsTotal Portfolio 36.66 N/ARussell Midcap Value 27.77 37.84Difference 8.89 N/ARatio 1.32 N/AUp Periods 4 9


Rate

of

Ret

urn

(%)

0.0

-2.0

-4.0

-6.0

-8.0

-10.0

-12.0

-14.0

-16.0

-18.0

-20.0

One Year Three YearsTotal Portfolio N/A N/ARussell Midcap Value N/A -21.66Difference N/A N/ARatio N/A N/ADown Periods 0 3



Page 26


Quarter

Asset Class


Equity 98.84




Russell Midcap Value 5.89

N/A


Dynamic Index N/A

Policy Index 5.89



Market Timing N/A





Page 27






Fees 136,862 379,563

Ending Mkt Value 79,485,839 79,485,839


Equity 95.6%


Rate

of

Retu

rn (%

)

323028262422201816141210

86420

Total Portfolio Russell 2000

Standard Deviation (Risk)32.0030.0028.0026.0024.0022.0020.0018.0016.0014.0012.0010.008.006.004.002.000.00-2.00

Ann

ualiz

ed R

ate

of R

etu

rn (%

)

18.00

17.00

16.00

15.00

14.00

13.00

12.00

11.00

10.00

9.00

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00

0.00

-1.00

-2.00

Return Std Dev Beta Alpha R-SquaredTotal Portfolio 16.11 20.57 0.77 6.22 98.00Russell 2000 11.15 26.30 1.00 0.00 100.00Barclays Treas Bill 0.19 0.11 1.00 0.00 100.00

Russell 2000

Barclays Treas Bill

Total Portfolio

Russell 2000

Barclays Treas Bill





Asset Allocation



Executive Summary as of September 30, 2013Atlanta Capital


Page 28

Rate

of

Retu

rn (%

)

40

35

30

25

20

15

10

5

0


Return Rank Return Rank Return Rank Return Rank Return Rank Return RankAtlanta Capital 10.11 51 28.28 40 31.26 45 22.00 20 16.11 8 12.05 1Russell 2000 10.21 47 27.69 45 30.06 58 18.29 67 11.15 83 5.97 81

Rate

of

Retu

rn (%

)

6050403020100

-10-20-30-40-50

2012 2011 2010 2009 2008Highest Value 22.97 8.55 36.88 54.45 -24.34First Quartile 18.97 2.12 30.68 38.59 -32.45Median Value 16.47 -0.57 27.95 30.91 -35.47Third Quartile 13.88 -3.49 24.92 25.42 -38.52Lowest Value 9.01 -9.98 21.11 16.15 -44.18Mean 16.30 -0.64 28.00 32.35 -35.09

Return Rank Return Rank Return Rank Return Rank Return RankAtlanta Capital 12.08 88 10.18 1 25.78 69 26.90 70 -19.69 1Russell 2000 16.35 52 -4.18 79 26.85 63 27.17 68 -33.79 37

Annual Periods

Trailing Periods

Total Portfolio Peer Universe Comparison versus Small Cap Core Managers


Page 29


Rate

of

Ret

urn

(%)

44.042.040.038.036.034.032.030.028.026.024.022.020.018.016.014.012.010.0

8.06.04.02.00.0

One Year Three YearsTotal Portfolio 31.26 40.89Russell 2000 30.06 42.83Difference 1.20 -1.94Ratio 1.04 0.95Up Periods 4 9


Rate

of

Ret

urn

(%)

0.0

-2.0

-4.0

-6.0

-8.0

-10.0

-12.0

-14.0

-16.0

-18.0

-20.0

-22.0

-24.0

One Year Three YearsTotal Portfolio N/A -16.02Russell 2000 N/A -25.79Difference N/A 9.77Ratio N/A 0.62Down Periods 0 3



Page 30


Quarter

Asset Class


Equity 95.81



Russell 2000 10.21


Dynamic Index 9.78

Policy Index 10.21



Market Timing -0.43

Security Selection 0.32




Page 31



Net Contributions -- --

Interest And Dividend Income -- 4

Net Capital Appreciation (838,471) 1,120,560

Fees 71,446 218,087

Ending Mkt Value 41,109,103 41,109,103Real Estate

100.0%


Rate

of

Retu

rn (%

)

14

12

10

8

6

4

2

0

-2

Total Portfolio NAREIT Equity

Standard Deviation (Risk)40.0038.0036.0034.0032.0030.0028.0026.0024.0022.0020.0018.0016.0014.0012.0010.008.006.004.002.000.00-2.00-4.00

Ann

ualiz

ed R

ate

of R

etu

rn (%

)

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00

0.00

Return Std Dev Beta Alpha R-SquaredTotal Portfolio 7.05 31.34 0.92 0.72 99.64Nareit Equity 6.19 33.84 1.00 0.00 100.00Barclays Treas Bill 0.19 0.11 1.00 0.00 100.00

NAREIT Equity

Barclays Treas Bill

Total Portfolio

NAREIT Equity

Barclays Treas Bill





Asset Allocation



Executive Summary as of September 30, 2013Invesco REIT


Page 32

Rate

of

Retu

rn (%

)

20

15

10

5

0

-5Quarter Calendar YTD One Year Three Years Five Years 1/2007-9/2013

Highest Value -0.16 11.96 16.99 18.88 13.77 7.00First Quartile -1.66 4.00 6.38 13.20 8.84 3.37Median Value -2.46 2.90 5.42 12.86 6.97 1.84Third Quartile -2.87 2.38 4.73 12.38 6.21 1.03Lowest Value -3.28 0.77 2.96 10.90 5.07 -0.48Mean -2.24 3.47 6.29 13.14 7.71 2.23

Return Rank Return Rank Return Rank Return Rank Return Rank Return RankInvesco REIT -2.00 28 2.77 53 5.26 59 12.16 83 7.05 48 1.64 58NAREIT Equity -1.75 25 3.95 25 7.18 21 13.12 29 6.19 80 1.00 77

Rate

of

Retu

rn (%

) 50

0

-502012 2011 2010 2009 2008

Highest Value 28.20 13.99 35.11 62.64 -22.73First Quartile 19.12 11.61 30.45 35.97 -32.04Median Value 17.80 10.11 29.27 31.24 -35.19Third Quartile 17.29 8.99 26.62 28.12 -39.07Lowest Value 14.80 -0.75 22.03 24.15 -45.15Mean 18.86 9.54 28.91 33.08 -35.92

Return Rank Return Rank Return Rank Return Rank Return RankInvesco REIT 17.94 42 9.52 58 24.40 88 30.76 55 -33.61 30NAREIT Equity 19.72 16 8.27 79 27.94 67 28.01 76 -37.73 62

Annual Periods

Trailing Periods

Total Portfolio Peer Universe Comparison versus REIT/Real Estate Managers


Page 33


Rate

of

Ret

urn

(%)

30.0

28.0

26.0

24.0

22.0

20.0

18.0

16.0

14.0

12.0

10.0

8.0

6.0

4.0

2.0

0.0

One Year Three YearsTotal Portfolio 9.36 27.23NAREIT Equity 11.47 28.97Difference -2.11 -1.75Ratio 0.82 0.94Up Periods 2 9


Rate

of

Ret

urn

(%)

0.0

-1.0-2.0

-3.0-4.0

-5.0-6.0-7.0

-8.0-9.0

-10.0-11.0

-12.0-13.0

-14.0-15.0

-16.0-17.0-18.0

One Year Three YearsTotal Portfolio -3.75 -17.92NAREIT Equity -3.85 -18.34Difference 0.09 0.42Ratio 0.98 0.98Down Periods 2 3



Page 34


Quarter

Asset Class


Real Estate 99.97



NAREIT Equity -1.75


Dynamic Index 0.02

Policy Index -1.75

Portfolio Return -2.00


Market Timing 1.77





Page 35






Fees 240,511 654,526

Ending Mkt Value 132,613,915 132,613,915


Equity 89.5%

Quarter One Year Three Years Five Years Inception

Rate

of

Retu

rn (%

)

20

18

16

14

12

10

8

6

4

2

0

Total Portfolio MSCI ACWI ex US Net

Standard Deviation (Risk)21.0020.0019.0018.0017.0016.0015.0014.0013.0012.0011.0010.009.008.007.006.005.004.003.002.001.000.00-1.00-2.00

Ann

ualiz

ed R

ate

of R

etu

rn (%

)

11.00

10.00

9.00

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00

0.00

-1.00

Return Std Dev Beta Alpha R-SquaredTotal Portfolio 9.95 17.65 1.01 3.73 98.17Msci Acwi Ex Us Net 5.95 17.33 1.00 0.00 100.00Barclays Treas Bill 0.13 0.03 1.00 0.00 100.00

MSCI ACWI ex US Net

Barclays Treas Bill

Total Portfolio

MSCI ACWI ex US Net

Barclays Treas Bill





Asset Allocation



Executive Summary as of September 30, 20131607 Capital Partners


Page 36

Rate

of

Retu

rn (%

)

30

25

20

15

10

5

0

-5Quarter Calendar YTD One Year Three Years Five Years 6/2008-9/2013

Highest Value 13.80 21.31 28.79 12.28 12.54 6.39First Quartile 11.31 15.69 23.71 8.87 7.40 2.79Median Value 10.38 14.05 21.31 7.69 6.10 1.46Third Quartile 9.23 11.61 18.07 6.48 5.02 0.23Lowest Value 6.18 3.98 9.24 1.09 2.03 -3.64Mean 10.23 13.56 20.79 7.64 6.39 1.54

Return Rank Return Rank Return Rank Return Rank Return Rank Return Rank1607 Capital 11.53 18 13.17 59 20.17 61 9.95 9 10.84 4 4.74 8MSCI ACWI ex US Net 10.09 58 10.05 86 16.50 85 5.95 81 6.26 44 1.08 60

Rate

of

Retu

rn (%

)

50

0

2012 2011 2010 2009Highest Value 25.04 -7.26 22.55 82.38First Quartile 20.76 -11.86 14.24 39.03Median Value 18.53 -13.66 10.69 33.21Third Quartile 16.43 -15.55 8.30 28.18Lowest Value 12.67 -22.65 4.08 20.87Mean 18.44 -13.83 11.65 34.88

Return Rank Return Rank Return Rank Return Rank1607 Capital 20.71 24 -11.72 23 20.87 5 46.88 11MSCI ACWI ex US Net 16.83 70 -13.71 50 11.15 44 41.47 15

Annual Periods

Trailing Periods

Total Portfolio Peer Universe Comparison versus International Equity Managers


Page 37


Rate

of

Ret

urn

(%)

30.0

28.0

26.0

24.0

22.0

20.0

18.0

16.0

14.0

12.0

10.0

8.0

6.0

4.0

2.0

0.0

One Year Three YearsTotal Portfolio 24.55 30.05MSCI ACWI ex US Net 20.24 25.19Difference 4.31 4.86Ratio 1.21 1.19Up Periods 3 9


Rate

of

Ret

urn

(%)

0.0

-2.0

-4.0

-6.0

-8.0

-10.0

-12.0

-14.0

-16.0

-18.0

-20.0

-22.0

-24.0

-26.0

-28.0

One Year Three YearsTotal Portfolio -3.52 -26.40MSCI ACWI ex US Net -3.11 -28.26Difference -0.41 1.85Ratio 1.13 0.93Down Periods 1 3

Performance in Rising and Declining MarketsJune 30, 2008 Through September 30, 2013


Page 38


Quarter

Asset Class

Alt Equity 0.00


Equity 95.56


Other Assets 0.00


N/A


MSCI ACWI ex US Net 10.09


Dynamic Index N/A

Policy Index 10.09



Market Timing N/A





Page 39



Net Contributions (6,126,679) (6,023,803)

Interest And Dividend Income 1,303,478 3,280,548

Net Capital Appreciation (616,519) (6,794,900)

Fees 94,533 293,940

Ending Mkt Value 154,170,791 154,170,791

Quarter One Year Three Years Five Years Inception

Rate

of

Retu

rn (%

)

7

6

5

4

3

2

1

0

-1

-2

-3

Total Portfolio Barclays Aggregate

Standard Deviation (Risk)4.003.002.001.000.00

Ann

ualiz

ed R

ate

of R

etu

rn (%

)

3.00

2.00

1.00

0.00

Return Std Dev Beta Alpha R-SquaredTotal Portfolio 3.07 3.17 0.95 0.34 96.15Barclays Aggregate 2.86 3.27 1.00 0.00 100.00Barclays Treas Bill 0.13 0.03 1.00 0.00 100.00

Barclays Aggregate

Barclays Treas Bill

Total Portfolio

Barclays Aggregate

Barclays Treas Bill





Asset Allocation



Executive Summary as of September 30, 2013ING


Page 40

Rate

of

Retu

rn (%

)

10

8

6

4

2

0

-2

Quarter Calendar YTD One Year Three Years Five Years 12/2007-9/2013Highest Value 1.07 0.63 1.27 5.01 9.32 7.23First Quartile 0.80 -0.68 -0.08 3.79 6.93 5.82Median Value 0.66 -1.31 -0.81 3.18 6.12 5.30Third Quartile 0.51 -1.78 -1.39 2.67 5.41 4.79Lowest Value 0.06 -2.68 -2.50 1.68 3.37 3.24Mean 0.65 -1.18 -0.72 3.25 6.17 5.27

Return Rank Return Rank Return Rank Return Rank Return Rank Return RankING 0.67 47 -1.85 80 -1.49 79 3.07 57 6.29 44 5.76 28Barclays Aggregate 0.57 66 -1.89 82 -1.68 83 2.86 67 5.41 75 4.80 74

Rate

of

Retu

rn (%

) 15

10

5

0

-5

2012 2011 2010 2009 2008Highest Value 10.04 10.20 11.19 17.86 9.67First Quartile 6.46 7.93 7.85 11.10 6.50Median Value 5.34 6.96 6.88 8.55 4.37Third Quartile 4.42 5.75 6.18 6.49 1.33Lowest Value 1.96 2.02 3.40 3.10 -7.43Mean 5.49 6.68 7.01 9.01 3.50

Return Rank Return Rank Return Rank Return Rank Return RankING 5.21 55 7.40 41 7.88 23 8.84 46 5.98 30Barclays Aggregate 4.21 78 7.84 30 6.54 62 5.93 80 5.24 40

Annual Periods

Trailing Periods

Total Portfolio Peer Universe Comparison versus Core Fixed Income Managers


Page 41


Rate

of

Ret

urn

(%)

6.0

5.0

4.0

3.0

2.0

1.0

0.0

One Year Three YearsTotal Portfolio 1.04 5.89Barclays Aggregate 0.78 5.59Difference 0.25 0.30Ratio 1.33 1.05Up Periods 2 9


Rate

of

Ret

urn

(%)

0.0

-1.0

-2.0

-3.0

One Year Three YearsTotal Portfolio -2.50 -3.74Barclays Aggregate -2.44 -3.71Difference -0.06 -0.03Ratio 1.02 1.01Down Periods 2 3

Performance in Rising and Declining MarketsDecember 10, 2007 Through September 30, 2013


Page 42


Quarter

Asset Class

Alt Equity 0.00

Cash & Equivalents -8.50

US Treasury Bills 0.00

Fixed Income 73.70

Equity 0.00

Equity 0.00


N/A


Barclays Aggregate 0.57


Dynamic Index N/A

Policy Index 0.57



Market Timing N/A





Page 43




Interest And Dividend Income 776,257 2,199,071

Net Capital Appreciation (351,058) (4,493,443)

Fees 50,014 150,329

Ending Mkt Value 102,785,994 102,785,994

Distribution of Assets Time Weighted Rates of ReturnMarket Value Market Value Latest Year To One Since

09/30/2013 Allocation 06/30/2013 Allocation Quarter Date Year InceptionRyan Labs

Total Portfolio $102,785,994 100.00% $102,360,795 100.00% 0.33% -1.78% -1.36% 1.82%Cash & Equivalents $1,131,454 1.10% $730,196 0.71% 0.02% 0.06% 0.06% 0.04%Fixed Income $101,654,540 98.90% $101,630,599 99.29% 0.42% -2.34% -1.86% 1.89%Equity


Fixed Income98.9%

Latest Month Latest Quarter Year To Date One Year Since Inception

Rate

of

Retu

rn (

%)

3

2

1

0

-1

-2

-3

Total Portfolio Barclays Aggregate

6/2012 9/2012 12/2012 3/2013 6/2013 9/2013

Dol

lar

Val

ue

107

106

105

104

103

102

101

100

99

Latest Month Latest Quarter Year To Date One Year Since InceptionRyan Labs 1.02 0.33 -1.78 -1.36 1.82Barclays Aggregate 0.95 0.57 -1.89 -1.68 0.58

Asset Allocation



Executive Summary as of September 30, 2013Ryan Labs

Please be sure to read the DISCLOSURE SECTION at the end of this report which contains important disclosures and disclaimers on the information provided to you in this report.The inception date may or may not be coincident with the date that the UBS Institutional Consulting Group commenced providing performance reporting services to you.

Page 44

Rate

of

Retu

rn (%

)

3

2

1

0

-1

-2

-3Quarter Calendar YTD One Year 4/2012-9/2013

Highest Value 1.07 0.63 1.27 3.41First Quartile 0.80 -0.68 -0.08 1.83Median Value 0.66 -1.31 -0.81 1.29Third Quartile 0.51 -1.78 -1.39 0.83Lowest Value 0.06 -2.68 -2.50 0.20Mean 0.65 -1.18 -0.72 1.40

Return Rank Return Rank Return Rank Return RankRyan Labs 0.33 93 -1.78 75 -1.36 74 1.82 25Barclays Aggregate 0.57 66 -1.89 82 -1.68 83 0.58 87

Annual Periods

Trailing Periods

Total Portfolio Peer Universe Comparison versus Core Fixed Income Managers


Page 45


Rate

of

Ret

urn

(%)

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0

Three Years Five YearsTotal Portfolio N/A N/ABarclays Aggregate 5.59 7.34Difference N/A N/ARatio N/A N/AUp Periods 9 17


Rate

of

Ret

urn

(%)

0.0

-1.0

-2.0

-3.0

Three Years Five YearsTotal Portfolio N/A N/ABarclays Aggregate -3.71 -3.71Difference N/A N/ARatio N/A N/ADown Periods 3 3

Performance in Rising and Declining MarketsSeptember 30, 2008 Through September 30, 2013


Page 46


Quarter

Asset Class


Fixed Income 99.17

Equity 0.00



Barclays Aggregate 0.57


Dynamic Index 0.56

Policy Index 0.57



Market Timing -0.01





Page 47





Net Capital Appreciation 18,293 (770,446)

Fees -- --

Ending Mkt Value 23,855,559 23,855,559Fixed Income

100.0%


Rate

of

Retu

rn (

%)

10

9

8

7

6

5

4

3

2

1

0

-1

-2

-3

-4

-5

-6

TOTAL FUND CG World Gov't

12/2011 3/2012 6/2012 9/2012 12/2012 3/2013 6/2013 9/2013

Dol

lar

Val

ue

123

120

118

115

113

110

108

105

103

100

98

95

93

Quarter Calendar YTD 1 Year InceptionTOTAL FUND 1.07 -0.30 3.59 8.78CG World Gov't 2.88 -2.94 -4.60 -0.77

Asset Allocation



Executive Summary as of September 30, 2013Templeton Global Bond


Page 48

Rate

of

Retu

rn (%

)

141210

86420

-2-4-6

Quarter Calendar YTD One Year 12/2011-9/2013Highest Value 3.97 5.97 8.34 14.50First Quartile 2.37 1.16 3.38 6.51Median Value 1.38 -1.36 0.30 4.24Third Quartile 0.60 -2.84 -1.98 1.50Lowest Value -1.32 -4.70 -5.36 -0.04Mean 1.37 -0.83 0.64 4.85

Return Rank Return Rank Return Rank Return RankTempleton Global 1.07 53 -0.30 34 3.59 21 8.78 16CG World Gov't 2.88 4 -2.94 78 -4.60 95 -0.77 99

Rate

of

Retu

rn (%

)

20181614121086420

2012Highest Value 19.43First Quartile 11.95Median Value 7.76Third Quartile 5.34Lowest Value 1.58Mean 8.74

Return RankTempleton Global 16.22 10CG World Gov't 1.65 99

Annual Periods

Trailing Periods

TOTAL FUND Peer Universe Comparison versus Global Fixed Income Managers


Page 49


Rate

of

Ret

urn

(%)

9.0

8.0

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0

One Year Three YearsTOTAL FUND 1.07 N/ACG World Gov't 2.88 9.04Difference -1.81 N/ARatio 0.37 N/AUp Periods 1 6


Rate

of

Ret

urn

(%)

2.0

1.0

0.0

-1.0

-2.0

-3.0

-4.0

-5.0

-6.0

-7.0

One Year Three YearsTOTAL FUND 2.49 N/ACG World Gov't -7.27 -6.42Difference 9.77 N/ARatio -0.34 N/ADown Periods 3 6



Page 50


Quarter

Asset Class


Fixed Income 100.00


N/A

CG World Gov't 2.88


Dynamic Index N/A

Policy Index 2.88



Market Timing N/A





Page 51





Net Capital Appreciation 190,048 (1,150,265)

Fees -- --

Ending Mkt Value 22,424,232 22,424,232Fixed Income

100.0%


Rate

of

Retu

rn (

%)

4

3

2

1

0

-1

-2

-3

-4

-5

-6

TOTAL FUND CG World Gov't

12/2011 3/2012 6/2012 9/2012 12/2012 3/2013 6/2013 9/2013

Dol

lar

Val

ue

112

110

108

106

104

102

100

98

96

94

Quarter Calendar YTD 1 Year InceptionTOTAL FUND 1.32 -3.86 -2.58 3.32CG World Gov't 2.88 -2.94 -4.60 -0.77

Asset Allocation



Executive Summary as of September 30, 2013Dreyfus International


Page 52

Rate

of

Retu

rn (%

)

141210

86420

-2-4-6

Quarter Calendar YTD One Year 12/2011-9/2013Highest Value 3.97 5.97 8.34 14.50First Quartile 2.37 1.16 3.38 6.51Median Value 1.38 -1.36 0.30 4.24Third Quartile 0.60 -2.84 -1.98 1.50Lowest Value -1.32 -4.70 -5.36 -0.04Mean 1.37 -0.83 0.64 4.85

Return Rank Return Rank Return Rank Return RankDreyfus Intl 1.32 50 -3.86 88 -2.58 82 3.32 58CG World Gov't 2.88 4 -2.94 78 -4.60 95 -0.77 99

Rate

of

Retu

rn (%

)

20181614121086420

2012Highest Value 19.43First Quartile 11.95Median Value 7.76Third Quartile 5.34Lowest Value 1.58Mean 8.74

Return RankDreyfus Intl 10.12 28CG World Gov't 1.65 99

Annual Periods

Trailing Periods

TOTAL FUND Peer Universe Comparison versus Global Fixed Income Managers


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Rate

of

Ret

urn

(%)

9.0

8.0

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0

One Year Three YearsTOTAL FUND 1.32 N/ACG World Gov't 2.88 9.04Difference -1.56 N/ARatio 0.46 N/AUp Periods 1 6


Rate

of

Ret

urn

(%)

0.0

-1.0

-2.0

-3.0

-4.0

-5.0

-6.0

-7.0

One Year Three YearsTOTAL FUND -3.86 N/ACG World Gov't -7.27 -6.42Difference 3.42 N/ARatio 0.53 N/ADown Periods 3 6



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Quarter

Asset Class


Fixed Income 100.00



CG World Gov't 2.88


Dynamic Index 0.02

Policy Index 2.88



Market Timing -2.86

Security Selection 1.30




Page 55

IMPORTANT INFORMATION

This report is provided for informational purposes only, does not constitute an offer to buy or sell securities or investment products and is current as of the date shown. It may include information regarding your InstitutionalConsulting accounts held at various UBS entities including UBS Financial Services Inc., UBS Securities LLC and UBS AG (collectively, "UBS" or "UBS entities"), as well as accounts you hold at other financial institutions. Accountsincluded in this report are identified at the beginning of the report. Also, information may be shown for individual accounts or as one or more combined portfolios; the accounts included in each portfolio are also identified at thebeginning of the report.

ACCOUNTS AND ASSETS INCLUDEDUBS account statements provide the official records of holdings, balances, transactions, and security values of assets held in UBS accounts and are not replaced, amended or superseded by any of the information presented in thisreport. Note that various factors, including unpriced securities and certain holdings, adjustments or activity may cause the results shown in this report to differ from actual performance. Note that these results may differ from otherperformance reports provided to you by UBS. Performance information may be impacted by the different ways each UBS entity or third party financial institution respectively records trade executions. Past performance is no guaranteeof future results. Neither the UBS entities nor any of their respective representatives provide tax or legal advice. You must consult with your legal or tax advisors regarding your personal circumstances.

If assets that you hold at other financial institutions are included in this report, they are being provided as part of your UBS IC Consulting Services Agreement based on information, including pricing and transactional information,furnished to UBS. You should review the account statements and other documentation provided by other financial institutions for their record of holdings, balances, transactions, and security values of assets held in those accounts, aswell as notices, disclosures and other information important to you, and may also serve as a reference should questions arise regarding the accuracy of the information in this report. UBS Financial Services Inc. SIPC coverage wouldonly apply to those assets respectively held at UBS Financial Services Inc. You should contact your financial representative at any other financial institution where you hold an account to determine the availability of SIPC coverage, ifany. In addition, this report may include additional financial assets that you have asked us to include as an accommodation, but are not included as part of your UBS IC Consulting Services Agreement with us. UBS has not verifiedand is not responsible for the accuracy or completeness of information regarding assets held at other financial institutions.

Pricing of Securities: All securities held in UBS accounts are priced as of the end of the period shown unless otherwise noted and reflect the last recorded transaction of all listed securities, options and OTC NASDAQ securities, whenavailable. Less actively traded securities may be priced using a computerized valuation model and may not reflect an actual market price or value. To obtain current quotations, when available, contact your Institutional Consultant. CDprices may be derived using a computerized valuation model and therefore represent an estimated market value. Deposits or securities denominated in currencies other than U.S. dollars may be reflected at the exchange rate as of thedate of these reports. To obtain precise U.S. dollar values for these deposits or securities at a time before the date of these reports, contact your Institutional Consultant. Prices may or may not represent current or future market value.Every reasonable attempt has been made to accurately price securities; however, no warranty is made with respect to any security's price. Securities that have no readily available market value are displayed at the most recentlyobtainable price. Such pricing may affect the performance information provided in these reports.

The services UBS provides to you may be based on and/or include information obtained from third-party sources. Assets held at other financial institutions reflect the price provided by the respective institution or you. UBS will notindependently verify pricing information obtained from third-party sources and cannot guarantee the accuracy of such third-party information. If pricing is indicated as "NA", the required data for that field was not provided by theother financial institution or you; this will affect the performance information provided in these reports.

Certain Assets: Certain assets may not be held by or within the possession and control of the UBS entities are displayed on these reports for informational purposes only. Positions and values of these assets (e.g., insurance, annuitiesand 529 plans) and certain other securities (e.g. thinly traded securities, structured products and alternative investments) are provided by the outside sources and are believed to be reliable, but are not guaranteed as to their accuracy.

Structured products and alternative investments: these investments may not have been registered with the Securities and Exchange Commission or under any state securities laws. The market for such securities and alternativeinvestments may be highly illiquid and subjectively valued, and these reports provide values for informational purposes only. Accuracy is not guaranteed. These values may differ substantially from prices, if any, at which a unit may bebought or sold and do not necessarily represent the value you would receive from the issuer upon liquidation. Issuer estimated values, if any, are generally updated on a regular (annual or semi-annual) basis and are supplied to us bythe issuer (general partner), but may be calculated based on different information from that used by third parties to derive their estimated values

Investment Policy Statements: UBS will not track or monitor specific investments to determine whether they complement the Investment Policy Statement, unless the client has entered into a written contract with UBS for suchservices through UBS Institutional Consulting.

Retirement Assets: Unless you enter into a separate written contractual arrangement with UBS providing otherwise, you control the investment and reinvestment of the assets in any retirement account held with UBS and neitherUBS nor your Financial Advisor has the authority or responsibility to act as a fiduciary or provide "investment advice" (as that term is defined in ERISA or the Internal Revenue Code) with respect to your retirement assets. This analysisis provided to you individually and not in your capacity as a participant in any retirement plan.


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Performance Analytics: Unless otherwise noted, performance shown is based on Time Weighted Rate of Return. Periods greater than one year have been annualized, but annual performance may not represent a full calendar yeardepending on the inception date of the first account included in these reports. Standard deviations are shown only for periods of 12 months or longer. This report may reflect performance before the deduction of fees. The paymentof fees and expenses will reduce the performance of the account and the reduction in performance will have a cumulative effect over time. The net effect of the payment of fees on the annualized performance, and the compoundedor cumulative effect over time, is dependent on the amount of the fee and the account's investment performance. For example, an account that experiences an annual gross performance of 10% but incurs a 2.8% annual fee that isdeducted quarterly on a prorated basis, will experience net annual performance of 7.1%, a reduction of 2.9% per year.

Performance information incorporates data as of the date your accounts became available for these reports, not as of your initial acquisition of a particular investment unless performance history is imported at client's request. Forreports that reflect combined account information, the Performance Start Date will be the earliest performance start date of any of the individual accounts selected for the consolidation time period. If an individual account'sperformance information is not available for a full reporting time period (month to date, quarter to date, year to date or performance to date), that account's information will only be included for the period when available. Forconsolidated accounts that include different account Performance Start Dates, the consolidated Additions/Withdrawals, Income Earned and Investment Appreciation/ Depreciation will include all activity that occurred during theconsolidated reporting time period. Accounts that hold or held insurance products will be reported on from the month end date of when insurance and annuity activity could be obtained from the carrier.

Benchmark Index Information: For comparison purposes, these reports may contain a number of general broad market indices, which were selected to demonstrate the performance of broad market indicators that are readilyrecognized, rather than for direct performance comparisons, and do not reflect the performance of actual investments. Depending on your accounts' holdings and your investment objectives, these indices may not be an appropriatemeasure for comparison purposes, and are therefore presented for illustrative purposes only. The selection and use of benchmarks is not a promise or guarantee that your accounts will meet or exceed the stated benchmarks. Allindices are unmanaged, cannot be invested in directly, assume no management, custody, transaction or the expenses that would lower the performance results, and assume reinvestment of dividends and capital gains. Informationabout indices is based on information obtained from sources believed to be reliable, but no independent verification has been made. UBS does not guarantee the accuracy or completeness of any index information presented. Marketindex data is subject to review and revision, and UBS reserves the right to substitute indices or display only those indices for which current updated information is available. Information regarding the indexes shown in this report canbe found at the end of this report.

Policy Index: This is a passive index or blending of indexes that you have selected to serve as a comparison point for the performance of an account or group of accounts. These returns do not reflect the impact of transaction costs,fees or taxes which, if included, would lower the results shown.

Gain/(Loss) Information: When data is available from UBS, estimated unrealized gains/losses are calculated for individual security lots. For assets transferred from another financial institution, gain/loss information will be reflectedonly for the period of time the assets have been held at UBS entities. For assets held at other financial institutions, information provided by that entity, if any, is reflected. Total realized gain/loss information may include calculationsbased upon non-UBS entities cost basis information. UBS Financial Services Inc. does not independently verify or guarantee the accuracy or validity of any information provided by sources other than UBS Financial Services Inc. Whenoriginal cost information is unavailable, gain/loss amounts gain/loss amounts will represent current market value and total gains/losses may be inaccurate. Date information for when a particular security was acquired, when available,appears on these reports. When no acquisition date is provided for a security, these reports reflect "N/A" and omit this information. As a result, these figures may not be accurate and are provided for informational purposes only.

Interest and Dividend Income: When shown on this report, information does not reflect your account's tax status or reporting requirements. You should use only official IRS forms for tax reporting purposes. The classification ofprivate investment distributions can only be determined by referring to the official year-end tax-reporting document provided by the issuer.

Contributions and Withdrawals: When shown on a report, information regarding contributions and withdrawals may represent the net value of all cash and securities contributions and withdrawals, and may include program fees(including wrap fees) and other fees added to or subtracted from your accounts from the first day to the last day of the period covered by these reports. Program fees may be separately identified or included in withdrawals exceptwhen paid via an invoice or through a separate account billing arrangement.

Cash Flow: Cash Flow analysis is based on the historical dividend, coupon and interest payments you have received as of the Record Date in connection with the securities listed and assumes that you will continue to hold thesecurities for the periods for which cash flows are projected. This may or may not include principal paybacks for the securities listed. These potential cash flows are subject to change due to a variety of reasons, including but notlimited to, contractual provisions, changes in corporate policies, changes in the value of the underlying securities and interest rate fluctuations. The effect of a call on any security(s) and the consequential impact on its potential cashflow(s) is not reflected in this report. Payments that occur in the same month in which the report is generated -- but prior to the report run ("As of") date -- are not reflected in this report. In determining the potential cash flows, UBSrelies on information obtained from third party services it believes to be reliable but does not independently verify or guarantee the accuracy or validity of any information provided by third parties. Cash flows for mortgage-backed,asset-backed, factored, and other pass-through securities are based on the assumptions that the current face amount, principal pay-down, interest payment and payment frequency remain constant. Calculations may include principalpayments, are intended to be an estimate of future projected interest cash flows and do not in any way guarantee accuracy.


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Calculation Definitions

Alpha: Alpha measures the difference between an investment's actual performance, and its expected performance as indicated by the returns of a selected market index. A positive Alpha indicates the risk-adjusted performance isabove that index. In calculating Alpha, Standard Deviation (total risk) is used as risk measure. Alpha is often used to judge the value added or subtracted by a manager.

Appreciation/Depreciation: Appreciation or Depreciation is the change in market value minus net cash flows. The value indicates by how much the portfolio value has changed due to changes in asset values. Appreciation would bean increase, Depreciation would be a decrease.

Average Exposure: Average Exposure is generally, the average allocation to a segment or an asset. Calculated as the beginning market value plus the weighted net cash flows as a percentage of the total portfolio market value.

Beta: Beta is defined as a Manager's sensitivity to market movements and is used to evaluate market related, or systematic risk. Beta is a measure of the linear relationship, over time, of the Manager's returns and those of theBenchmark. Beta is computed by regressing the Manager's excess returns over the risk free rate (cash proxy) against the excess returns of the Benchmark over the risk free rate. An investment that is as equally volatile as the marketwill have a Beta of 1.0; an investment half as volatile as the market will have a Beta of 0.5; and so on. Thus, Betas higher than 1.0 indicate that the fund is more volatile than the market.

Composite Benchmark: The Composite Benchmark is a weighted average benchmark based on the allocation of funds within each of the portfolios in the composite and the risk index assigned to each portfolio.

Correlation (R): The Correlation represents the degree to which investments move in tandem with one another and is a critical component of diversified portfolio construction. The Correlation varies between a minimum of -1 (movein opposite direction) and a maximum of 1 (completely correlated). Lower Correlations enhance diversification and lead to better risk-adjusted returns within diversified portfolios. An R of less than 0.3 is often considered lowCorrelation.

Current Yield: This measure looks at the current price of a bond instead of its face value and represents the return an investor would expect if he or she purchased the bond and held it for a year. This measure is not an accuratereflection of the actual return that an investor will receive in all cases because bond and stock prices are constantly changing due to market factors.

Distribution of Excess Returns: Distribution of Excess Returns displays an arrangement of statistical data that exhibits the frequency of occurrence of the investment's returns in excess of the selected Market Index.

Down Market (Mkt) Capture Ratio: Down Market Capture Ratio is a measure of an investment's performance in down markets relative to the market itself. A down market is one in which the market's return is less than zero. Thelower the investment's Down Market Capture Ratio, the better the investment protected capital during a market decline. A negative Down Market Capture Ratio indicates that an investment's returns rose while the market declined.

Downside Capture Return: The downside capture return is the cumulative performance of the portfolio in all periods during which the risk benchmark posted a negative return.

Downside Probability: The downside probability is the ratio of the number of periods during which the portfolio posted a negative return to the total number of periods under study. If, for example, during a 12 month span, theportfolio realized 5 months of negative returns, the downside probability would be equal to 5/12 or 42 percent. The sum of the downside and upside probabilities must equal 1.0. The downside probability does not consider the extentto which the portfolio will fail to exceed the target index. It merely considers the likelihood that the target will not be exceeded. It is important to bear in mind this point when comparing the downside probabilities of more than oneportfolio. It is not necessarily correct, for example, to deem portfolio A riskier than portfolio B simply because A has a higher downside probability.

Downside Risk (Semi Standard Deviation, Semi Std Dev, or Downside Deviation):Downside Risk only identifies volatility on the down side. Downside Risk measures the variability of returns below zero, whereas StandardDeviation attributes volatility in either direction to risk. The Downside Risk method calculates the deviations below zero for each observed return. Each time a return falls below zero, the sum is divided by the number of observationsand the square root is taken. This result is then shown on an annualized basis.

Dynamic Index: A Dynamic Index is a weighted average benchmark based on the average allocation of the portfolio within its asset classes and the risk index assigned to each asset class. The index is dynamic in that the asset classweights change as the asset allocation changes.

Effective Duration: A duration calculation for bonds with embedded options. Effective duration takes into account that expected cash flows will fluctuate as interest rates change.

Excess: Denotes that a statistic is being measured relative to the Market Index selected. The data set analyzed consists of the periodic differences between the investment's measure and the selected Market Index's definition.

Expense Ratio: Often referred to as the Net Expense Ratio, Morningstar pulls the net annual expense ratio from the fund's audited annual report. Annual-report expense ratios reflect the actual fees charged during a particular fiscalyear. The annual report expense ratio for a fund of funds is the wrap or sponsor fee only. The expense ratio expresses the percentage of assets deducted each fiscal year for fund expenses, including 12b-1 fees, management fees,administrative fees, operating costs, and all other asset-based costs incurred by the fund. Portfolio transaction fees, or brokerage costs, as well as initial or deferred sales charges are not included in the expense ratio. The expense ratio,which is deducted from the fund's average net assets, is accrued on a daily basis. If the fund's assets are small, its expense ratio can be quite high because the fund must meet its expenses from a restricted asset base. Conversely, asthe net assets of the fund grow, the expense percentage should ideally diminish as expenses are spread across the wider base. Funds may also opt to waive all or a portion of the expenses that make up their overall expense ratio.

Gross Dollar Weighted Return: Gross Dollar Weighted Return is the internal rate of return, excluding money manager fees.

The Gross Expense Ratio: Represents the total gross expenses (net expenses with waivers added back in) divided by the fund's average net assets. If it is not equal to the net expense ratio, the gross expense ratio portrays the fund's


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expenses had the fund not waived a portion, or all, of its fees. Thus, to some degree, it is an indication of fee contracts. Some fee waivers have an expiration date; other waivers are in place indefinitely.

Gross Time Weighted Return: Gross Time Weighted Return is the Modified Dietz return, excluding money manager fees.

Index Value: Index Value is the unit value series based on the return stream. It can be used to calculate rates of return between any two dates in the report.

Information Ratio: The Information Ratio is a measure of value added by an investment manager. It is the ratio of (annualized) excess return above the selected Market Index to (annualized) Tracking Error. Excess return is calculatedby linking the difference of the manager's return for each period minus the selected Market Index return for each period, then annualizing the result.

Manager Capture Ratio: The Manager Capture Ratio is manager return divided by the selected Market Index return. It shows what portion of the market performance was captured by the manager under certain market conditions:up market, down market, or both.

Market Experience: Market Experience is the presumable market value of the portfolio if it and its cash flows had grown at the policy index rate of return. It lets the reader know if active management has aided or hurt the portfolio.

Net Cash Flow: For the total portfolio, net cash flow is aggregate contributions minus aggregate withdrawals. At the asset class level, net cash flow is aggregate purchases minus aggregate sales minus aggregate income. It is used inthe numerator of the Modified Dietz return calculation. It is the same as "New Money" and "Flow".

Net Dollar Weighted Return: Net Dollar Weighted Returns is the internal rate of return, including money manager fees.

Net Time Weighted Return: Net Time Weighted Return is the Modified Dietz return, including money manager fees.

New Money: For the total portfolio, New Money is aggregate contributions minus aggregate withdrawals. At the asset class level, New Money is aggregate purchases minus aggregate sales minus aggregate income. It is used in thenumerator of the Modified Dietz return calculation. It is the same as "Net Cash Flow" and "Flow".

Rate of Return, ROR, Return %, ROI: All Return terms refer to the Modified Dietz return.

Relative Risk: Relative risk is simply the ratio of the standard deviation of the portfolio to the standard deviation of the risk index. The statistic reveals how much of the variation of the risk index is "shared" by the portfolio. A relativerisk of 1.0 indicates that the portfolio has the same level of return variability as the risk index. A relative risk of less than 1.0 indicates that the portfolio has shown a lower dispersion of returns than the index. A relative risk in excess of1.0 indicates that the portfolio returns have been more dispersed than those of the index.

Riskless Index: The theoretical rate of return of an investment with zero risk. The risk-free rate represents the interest an investor would expect from an absolutely risk-free investment over a specified period of time. The 3 monthT-Bill is the usual index used for riskless.

R-Squared (R2): The diversification measure R2 indicates the percentage of volatility in portfolio returns which can be "explained" by market volatility. This statistic indicates the degree to which the observed values of one variable,such as the returns of a managed portfolio, can be explained by, or are associated with the values of another variable, such as a Market Index. It is especially helpful in assessing how likely it is that Alpha and Beta are statisticallysignificant. The R2 values generally range from 0.0 to 1.0. An investment with an R2 of 1.0 is perfectly correlated with the market whereas an investment with an R2 of 0.0 will behave independently of the market. An R2 of 0.95, forexample, implies that 95% of the fluctuations in a portfolio are explained by fluctuations in the market.

Sector Allocations: The percentage a manager has allocated to specific economic sectors.

Sharpe Ratio: The Sharpe Ratio indicates the excess return per unit of total risk as measured by Standard Deviation. It is a ratio of the arithmetic average of excess returns over the risk free rate to the Standard Deviation. The SharpeRatio is a measure of the premium earned for the risk incurred by the portfolio.

Sortino Ratio: The Sortino Ratio is a measure of reward per unit of risk. With Sortino, the numerator (i.e., reward) is defined as the incremental compounded average return over the minimum acceptable return (MAR). Thedenominator (i.e., risk) is defined as the downside deviation of the returns below the MAR. Since the downside deviation is the standard deviation of those returns which fail to exceed the MAR, the result of the Sortino Ratio is ameasure of the average reward per unit of loss. As with Sharpe and Treynor, the Sortino Ratio only has value when it is used as the basis of comparison between portfolios. The higher the Sortino Ratio, the better.

Standard Deviation: A measure of the extent to which observations in a series vary from the arithmetic mean of the series. The Standard Deviation of a series of asset returns is a measure of volatility or risk of the asset.

Target Allocation: The Target Allocation is the allocation goal of the portfolio.

Tracking Error (Excess Standard Deviation): Tracking Error is a measure of how closely an investment's returns track the returns of the selected Market Index. It is the annualized Standard Deviation of the differences between theinvestment's and the associated index's returns. If an investment tracks its associated index closely, then Tracking Error will be low. If an investment tracks its associated index perfectly, then Tracking Error will be zero.

Treynor Ratio: The Treynor Ratio is defined as the ratio of the manager's excess geometrically annualized return over the portfolio Beta. Excess returns are computed versus the cash index.

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Up Market (Mkt) Capture Ratio: Up Market Capture Ratio is a measure of a product's performance in up markets relative to the market itself. An up market is one in which the market's return is greater than or equal to zero. Thehigher the investment's Up Market Capture Ratio, the better the investment capitalized on a rising market.

Upside Capture Return: The upside capture return is the cumulative performance of the portfolio in all periods during which the risk benchmark posted a positive return.

Upside Probability: The upside probability is the ratio of the number of periods during which the portfolio posted a positive return to the total number of periods under study. If, for example, during a 12 month span, the portfoliorealized 7 months of positive returns, the upside probability would be equal to 7/12 or 58 percent. The sum of upside and downside probabilities must equal 1.0.

Upside Uncertainty: Upside uncertainty measures the variability of portfolio returns that exceed a minimum acceptable return (MAR). Risk, in this instance, is defined as the likelihood that the MAR will not be achieved. Since thestatistic is defined as the variability of returns greater than the MAR, risk is not an issue. Thus, variability on the upside is referred to as uncertainty, not risk. The upside uncertainty is simply the standard deviation of those portfolioreturns that exceed the MAR. The larger the upside uncertainty, the better.

Weighted Average: This is a calculation that looks at the average for the statistic for each security weighted by the allocation by market value for each security.

Weighted Flow: The net cash flows weighted for the duration of the month during which the money manager had access to the funds. It is used in the denominator of the Modified Dietz rate of return calculation.

Yield: Yield refers to the yield to maturity.

YTD: Year to Date.

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Index Definitions

10-Year U.S. Treasury Index: A debt obligation issued by the U.S. Treasury with a term of 10 years.Barclays Capital Global Aggregate X U.S.: An index consisting of all investment grade securities issued in different currencies and combining the Barclays Aggregate, Barclays Pan-European Aggregate and Barclays Global Treasuryindexes. The index also includes Eurodollar and Euro-Yen corporate bonds, Canadian government, agency and corporate securities and U.S. dollar investment grade, 144A securities.

Barclays Capital Global Emerging Markets: Tracks total returns of external-currency-denominated debt instruments of the emerging markets: Brady bonds, loans, Eurobonds, and U.S. dollar-denominated local market instruments.The index covers five regions: Americas, Europe, Asia, Middle East and Africa.

Barclays Capital Muni Bond Index: A capitalization-weighted bond index created by Barclays intended to be a representative of major municipal bonds of all quality ratings.

Barclays Capital U.S. Aggregate Index: Covers the U.S. dollar-denominated, investment grade, fixed rate, taxable bond market segment of SEC-registered securities and includes bonds from the U.S. Treasury, government-related,corporate, mortgage- and asset-backed and commercial mortgage-backed securities.

Barclays Capital U.S. Aggregate Government: Composed of the Barclays U.S. Treasury Bond Index (all public obligations of the U.S. Treasury, excluding flower bonds and foreign-targeted issues) and the Agency Bond Index (allpublicly issued debt of U.S. government agencies, quasi-federal corporations, and corporate debt guaranteed by the U.S. government).

Barclays Capital U.S. Aggregate High Yield: Covers the universe of fixed-rate, dollar-denominated, non-convertible, publicly issued, non-investment grade debt. Pay-in-kind (PIK) bonds, Eurobonds and debt issues from countriesdesignated as emerging markets (e.g., Argentina, Brazil, Venezuela, etc.) are excluded but Canadian bonds and SEC-registered global bonds of issuers in non-emerging countries are included. Original issue zeroes, step-up couponstructures and 144As are also included. Bonds must have at least one year to final maturity, at least $150 million par amount outstanding and be rated Ba1 or lower.

Barclays Capital U.S. Aggregate Investment Grade: Covers all publicly issued, fixed-rate, nonconvertible, investment grade corporate debt. Issues are rated at least Baa by Moody's Investors Service or BBB by Standard & Poor's.Total return comprises price appreciation / depreciation and income as a percentage of the original investment.

Barclays Capital U.S. Convertibles Composite: The Barclays Capital U.S. Convertible Bond Index represents the market of U.S. convertible bonds. Convertible bonds are bonds that can be exchanged, at the option of the holder, fora specific number of shares of the issuer's preferred stock or common stock.

Barclays Capital U.S. Treasury - Bills (1-3 months): Is a market value-weighted index of investment-grade fixed-rate public obligations of the U.S. Treasury with maturities of three months, excluding zero coupon strips.

Cambridge U.S. Private Equity: Based on returns data compiled on funds representing more than 70% of the total dollars raised by U.S. leveraged buyout funds, subordinated debt and special situation managers between1986-2008.

Cambridge U.S. Venture Capital Index: Based on returns data compiled for more than 75% of U.S., institutional venture capital assets between 1990-2008.

Dow Jones AIG Commodity Index: Composed of futures contracts on 20 physical commodities. It is composed of commodities traded on U.S. exchanges with the exception of nickel, aluminum and zinc. The Index relies primarily onliquidity data or the relative amount of trading activity to determine its weightings. All data used for both liquidity and production calculations are averaged for a five-year period.

HFRI Distressed & Restructuring: Equally weighted index of investment managers who employ an investment process focused on corporate fixed income instruments, primarily on corporate credit instruments of companies tradingat significant discounts to their value at issuance or obliged (par value) at maturity as a result of either formal bankruptcy proceeding or financial market perception of near-term proceedings. Distressed strategies employ primarily debt(greater than 60%) but also may maintain related equity exposure.

HFRI Equity Hedge: Equally weighted index of investment managers who employ equity hedge strategies, maintaining both long and short positions primarily in equity and equity derivative securities. Equity hedge managers wouldtypically maintain at least 50% exposure to, and may in some cases be entirely invested in, equities both long and short.

HFRI Event Driven: Equally weighted index of investment managers who maintain positions in companies currently or prospectively involved in corporate transactions of a wide variety including but not limited to mergers,restructurings, financial distress, tender offers, shareholder buybacks, debt exchanges, security issuance or other capital structure adjustments. Security types can range from most senior in the capital structure to most junior orsubordinated, and frequently involve additional derivative securities.

HFRI Fund of Funds Index: Fund of funds invested with multiple managers through funds or managed accounts. The strategy accesses a diversified pool of managers with the objective of lowering the risk of investing in one singlemanager. The fund of funds manager has discretion in choosing which strategies and managers to invest in the fund.

HFRI Fund Weighted Composite: An equally weighted return of all funds net of fees in the HFRI monthly indexes. Fund strategies include, but are not limited to: convertible arbitrage, distressed securities, emerging markets, equityhedge, equity market neutral, statistical arbitrage, event driven, macro, market timing, merger and risk arbitrage, relative value, short selling and sector funds.

HFRI Macro: Equally weighted index of investment managers which trade a broad range of strategies in which the investment process is predicated on movements in underlying economic variables and the impact these have onequity, fixed income, hard currency and commodity markets. Managers employ a variety of techniques, both discretionary and systematic analysis, combinations of top down and bottom up theses, quantitative and fundamentalapproaches and long- and short-term holding periods.


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HFRI Relative Value: Equally weighted index of investment managers who maintain positions in which the investment thesis is predicated on realization of a valuation discrepancy in the relationship between multiple securities.Managers employ a variety of fundamental and quantitative techniques to establish investment theses, and security types range broadly across equity, fixed income, derivative or other security types.

JP Morgan Global Ex-U.S. Bond Index: Consists of regularly traded, fixed-rate domestic government debt instruments from 12 international bond markets. Countries included are Austria, Belgium, Canada, Denmark, France,Germany, Italy, Japan, the Netherlands, Spain, Sweden and the United Kingdom.

MSCI AC World Index ex USA: Consists of approximately 2,000 securities across 47 markets, with emerging markets representing approximately 18%. MSCI attempts to capture approximately 85% of the market capitalization ineach country.

MSCI EAFE Index (Europe, Australasia, Far East): A free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. As of June2007, the MSCI EAFE Index consisted of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand,Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom.

MSCI Emerging Markets Index: A free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of November 2008, the MSCI Emerging Markets Index consisted ofthe following 24 emerging market country indexes: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Korea, Malaysia, Mexico, Morocco, Pakistan, Peru, Philippines, Poland, Russia,South Africa, Taiwan, Thailand and Turkey.

MSCI Europe Index: A free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of the developed markets in Europe. As of June 2007, the MSCI Europe Index consisted ofthe following 16 developed market country indexes: Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.

MSCI Japan Index: A free float-adjusted market capitalization-weighted index that is designed to measure the equity market performance of Japan.

NAREIT Index: Benchmarks the performance of the REIT industry since its inception in 1972. It was designed to provide a comprehensive assessment of overall industry performance. Some REITs available from over-the-countermarkets are not included due to the lack of real-time pricing.

NCREIF Property Index (NPI): A quarterly time series composite total rate of return measure of investment performance of a large pool of individual commercial real estate properties acquired in the private market for investmentpurposes only. All properties in the NPI have been acquired, at least in part, on behalf of tax-exempt institutional investors - the great majority being pension funds. As such, all properties are held in a fiduciary environment.

Russell 1000® Index: Measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000® Index and includes approximately 1000 of the largest securities based on a combination oftheir market cap and current index membership. The Russell 1000 represents approximately 92% of the U.S. market.

Russell 1000® Growth Index: Measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.

Russell 1000® Value Index: Measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower expected growth values.

Russell 2000® Growth Index: Measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values.

Russell 2000® Value Index: Measures the performance of the small-cap value segment of the U.S. equity universe. It includes those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.

Russell Mid-Cap® Growth Index: Measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes those Russell mid-cap companies with higher price-to-book ratios and higher forecasted growthvalues.

Russell Mid-Cap® Value Index: Measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell mid-cap companies with lower price-to-book ratios and lower forecasted growth values.

S&P 500 Index: Covers 500 large cap industrial, utility, transportation, and financial companies of the US markets. The index represents about 75% of NYSE market capitalization and 30% of NYSE issues. It is a capitalizationweighted index calculated on a total return basis with dividends reinvested.

TASS Index of CTAs: Is a dollar-weighted index based on historical managed futures performance of CTAs with established track records.

Page 62

©2013 UBS Financial Services Inc. All Rights Reserved. Member SIPC.All other trademarks, registered trademarks, service marks and registered service marks are of their respective companies.

UBS Financial Services Inc.www.ubs.com/financialservicesinc050707-1138

UBS Financial Services Inc. is a subsidiary of UBS AG.

Page 63

ManagerYES NO YES NO YES NO YES NO

U.S. EquityColumbia NA NA NA NATCW NA NA NA NABarrow Hanley √ √ √ √Atlanta Capital √ √ √ √Invesco REIT √ √ √ √Fairpointe Capital √ NA NA NAVaughan Nelson √ NA NA NAWilliam Blair √ NA NA NAInternational Equity1607 Capital Partners √ √ √ √Fixed IncomeING √ √ √ √Ryan Labs √ NA NA NATempleton Global Bond √ NA NA √Dreyfus International √ NA NA √

Criteria Criteria Criteria List

Manager Status and Watch List 3Q13

Compliance with Criteria 1 Year 3/5 Year Cummulative Watch

ab

Gwinnett County Public Employees Retirement System

Downgraded Bonds 3Q13 ING INVESTMENTS

Position Description Coupon

Stated

Maturity CUSIP

Date of

Downgrade

Moody's

Rating S&P Rating

Fitch

Rating Current Face (m)

Market

Price

Chase Funding Loan

Acquisition Trust 4.75 12/25/2019 161542CY9 9/26/2013 Baa1 A+ to BB+ AA 2,930,000

Watch List Commentary

Downgraded Bonds 3Q13 RYAN LABS

Position Description Coupon

Stated

Maturity CUSIP

Date of

Downgrade

Moody's

Rating S&P Rating

Fitch

Rating Current Face (m)

Market

Price

ADT Corp 3.50 7/15/2022

Moodys

8/19/2013

S&P

09/23/2013

Baa2

to Ba2 BB- BBB- 815,000

Watch List Commentary

10/15/2013

Friday, September 27, 2013 12:34 PM Hello Bill,

We have been informed that yesterday S&P has downgraded Chase Funding Loan Acquisition Trust cusip 161542CY9 (PAR 2,930,000) from A+ to BB+.

Moody’s is currently rating this security as Baa1, with Fitch rating the security as AA. We currently look to hold the security.

If you have any questions please feel free to contact me.

Kindest regards,

Paul Irvine

Thank you

Matt Salzillo

Hello,

Please see attached memo regarding ADT Corp securities downgrade in the Gwinnett Portfolio that we manage. We anticipate being out of this

security within the 90 day window the IPS allows for disposal but have not sold the security as of yet.

Q3 2013

Market Value

(m)

Market Value

(m)

10/15/2013

Friday, September 27, 2013 12:34 PM Hello Bill,

We have been informed that yesterday S&P has downgraded Chase Funding Loan Acquisition Trust cusip 161542CY9 (PAR 2,930,000) from A+ to BB+.

Moody’s is currently rating this security as Baa1, with Fitch rating the security as AA. We currently look to hold the security.

If you have any questions please feel free to contact me.

Kindest regards,

Paul Irvine

Hello,

Please see attached memo regarding ADT Corp securities downgrade in the Gwinnett Portfolio that we manage. We anticipate being out of this

security within the 90 day window the IPS allows for disposal but have not sold the security as of yet.

ab

Columbia Management 0.60% (60 basis points) on the first $25 million

0.45% (45 basis points) on the next $25 million

0.40% (40 basis points) on all assets over $50 million

TCW 0.60% on 25mm and >

Barrow Hanley 0.75% of First $10.0 Mil,

0.50% of Next $15.0 Mil,

0.25% of Next $175.0 Mil

Fairpointe Capital 0.65 Flat

William Blair 0.90 of First $10.0 Mil,

0.75% of Next $20.0 Mil,

0.65% of Next $20.0 Mil,

0.60% of Next $50.0 Mil

Vaughan Nelson 0.85% of First $10.0 Mil,

0.75% of Next $15.0 Mil,

Atlanta Capital 0.80% of First $50.0 Mil,

0.50% of Next $50.0 Mil

Invesco Real Estate 0.75% of First $10.0 Mil,

0.70% of Next $10.0 Mil

0.65% Remainder

1607 Capital Partners 0.75% of First $100.0 Mil,

0.65% of Next $150.0 Mil,

0.50% on 250.0 Mil or >

ING Asset Management 0.30% of First $50.0 Mil,

0.25% of Next $50.0 Mil,

0.18% of Next $400.0 Mil

Ryan Labs 0.30% of First $10.0 Mil,

0.28% of Next $10,0 Mil,

0.25% of Next $15.0 Mil,

0.20% of Next $15.0 Mil,

0.145% of Next $50.0 Mil,

0.10% of Next $200.0 Mil

Templeton Global Bond 0.65% Expense Ratio

Dreyfus International 0.80% Expense Ratio

Small Cap Blend

REITS

Foreign Developed Blend

Fixed Income Taxable Intermediate

Emerging Markets

Mid Cap Growth

Gwinnett County Public Employees Retirement System Investment Management Fee Schedule

Large Cap Value

Large Cap Growth

Mid Cap Core

Mid Cap Value

Gwinnett County Retirement PlansFund Performance Review

September 30, 2013

RETIREMENT SERVICES

SectionI E i R iI. Economic ReviewII. Investment Analysis

•Efficient Frontier Map: Plan Diversification•Performance Monitoring•Performance Monitoring•Manager Style and Manager Style Drift•Compliance Report Card

IV GlIII. Investment Policy MonitoringIV. Glossary

Economic and Capital M k t R iMarkets Review

Third Quarter ― 2013

ADVISED ASSETS GROUP, LLC

As a result of the shutdown of the federal government, most economic data was not reported as of September 30, 2013. As a result, we have included the most recent information possible in this quarter’sincluded the most recent information possible in this quarter s Economic & Capital Markets Review.

FOR PLAN SPONSOR OR ADVISOR USE ONLY. Not for Use with Plan Participants.

Current Economic ConditionsGDP

– Real Gross Domestic Product increased at an annual real rate of 2.5% in the second quarter of 2013.1

• Previous estimates indicated real growth at a 2.7% annual rate, but inventory replenishment wasn’t as robust, and exports grew somewhat slower than expected. p

• US Growth is projected to slow to an annual rate of 1.9% in the third quarter.

• For 2012, the economy grew at an annual real rate of 2.2% after a 1.8% real increase in 2011.

Source: St. Louis Fed, http://research.stlouisfed.org/fred2/graph/?id=GDPC1 (9/30/13)

InflationTh C P i I d (CPI) i d– The Consumer Price Index (CPI) increased 1.5% for the 12 months ending August.2

• The 12 month change in Core CPI (CPI ex food & energy) was 1.8% over the previous 12 months.

• Increases in the index for shelter and medical care contributed to increase Food index rose slightly incontributed to increase. Food index rose slightly in August and is up 1.4% over the last 12 months.

• Energy Index declined 0.3% in August, due mostly to a sharp decline in the natural gas index.

• Inflation expectations remain benign over the near term.


Source: St. Louis Fed, http://research.stlouisfed.org/fred2/graph/?id=CPIAUCSL# (9/30/13)

Current Economic ConditionsEmployment Statistics

Th ffi i l l t t (U 3)– The official unemployment rate (U-3) was unchanged at 7.3% at the end of August.3

• Non-farm payrolls increased by 169,000 in August. For the month, employment increased in retail trade and health care but declined in information.

Th “U 6 R t ” th t h i f th• The “U-6 Rate”, the most comprehensive measure of the nation’s employment situation, fell from 14.3% in June to 13.7% in August.

• The labor force participation rate contracted modestly; moving slightly lower from 63.5% in June to 63.2% in August.

Source: St.. Louis Fed, http://research.stlouisfed.org/fred2/graph/?id=UNRATE (9/30/13)

Housingg– August Housing Starts increased 0.9% from the

July measure.4• This number represents a 19.0% increase from the May

2012 measure.

• Building permits increased 22% from the August 2012• Building permits increased 22% from the August 2012 figures.

• Housing is a key component of consumer spending and sentiment

• Home price indices continue to improve, with prices increasing across the nation


Source: St. Louis Fed, http://research.stlouisfed.org/fred2/graph/?id=HOUST# (9/30/13)

Current Market Conditions

http://research.stlouisfed.org/fred2/graph/?id=GFDEGDQ188S(9/30/13)

Gridlock in Washington DC:• Markets are focused on when and how the budget and debt ceiling showdown will pan out.

• Discretionary spending accounted for 17% of 2012 budget of $3.539B; Medicare, Medicaid and Social Security accounted for 45%.


Social Security accounted for 45%.

• Healthcare costs account for roughly 18% of domestic GDP.

Market Update – Domestic EquityZephyr StyleADVISOR: Advised Assets Group LLCZephyr StyleADVISOR

Domestic Equity Indices - Total Return as of September 2013

35

S&P 500 Russell 1000 Growth Russell 1000 Value Russell Midcap GrowthRussell Midcap Value Russell 2000 Growth Russell 2000 Value

Ret

urn

15

20

25

30

0

5

10

3 months YTD 1 year 3 years 5 years 10 years

Domestic equity markets saw gains for the third quarter.• Growth stocks outperformed value stocks by a wide margin.

• Small Cap Growth stocks experienced the largest gains during the quarter.

• All domestic sectors have shown substantial gains for the year, with most returning more than 20%


Market Update – International EquityZephyr StyleADVISOR Zephyr StyleADVISOR: Advised Assets Group LLC

International Equity Indices - Total Return as of September 2013

35

MSCI EAFE MSCI AC WORLD INDEX ex USA MSCI EUROPEMSCI JAPAN MSCI CHINA MSCI EM (EMERGING MARKETS)

Ret

urn

10

15

20

25

30

-5

0

5


International stocks rebounded nicely during the third quarter.• European and Chinese stocks led for the three months, both returning more than 10%.

• Japanese stocks have been the strongest performers YTD, gaining nearly 25%.

• Despite a positive third quarter, emerging markets stocks continue to show losses for the year.


Market Update – Fixed IncomeZephyr StyleADVISOR Zephyr StyleADVISOR: Advised Assets Group LLC

Fixed Income Returns as of September 2013

15

Barclays Capital U.S. Aggregate Barclays Capital U.S. Government: Intermediate Barclays Capital U.S. Treasury: U.S. TIPSBarclays Capital U.S. Intermediate Credit Barclays Capital Intermediate U.S. High Yield Citigroup WorldBIG Index

Ret

urn

0

5

10

Source: U S Treasury

-5

0


Source: U.S. Treasury

Fixed Income markets saw slightly positive returns for the quarter.

• International bonds experienced the best performance for the three months

Treasury Yield Curve5www.treasury.gov

2 5%3.0%3.5%4.0%

for the three months.

• High Yield bonds have shown the only positive performance for 2013.

0.0%0.5%1.0%1.5%2.0%2.5%

1 month 90 days 1 year 2 year 3 year 5 year 7 year 10 year 20 year 30 year


9/30/2013 9/30/2012 9/30/2011

1 Market Watch News Release, September 26, 2013http://www.marketwatch.com/story/us-gdp-growth-in-2nd-quarter-unchanged-at-25-2013-09-26

2 Bureau of Labor Statistics, U.S. Department of Labor, Economic News Release “Consumer Price Index – August 2013”, September 17, 2013, http://bls.gov/news.release/cpi.nr0.htmp g p

3 Bureau of Labor Statistics, U.S. Department of Labor, Economic News Release “Employment Situation Summary”, September 6, 2013.http://www.bls.gov/news.release/empsit.nr0.htm

4 National Association of Homebuilders. 2013http://www.nahb.org/generic.aspx?genericContentID=45409

5U.S. Department of the Treasury, Data and Charts Center 2013, http://www.treasury.gov/resource-center/data-chart-center/Pages/index.aspx

NOT FDIC NCUA/NCUSIF INSURED | NOT A DEPOSIT | NOT GUARANTEED BY ANY BANK OR CREDIT UNION |


NOT FDIC, NCUA/NCUSIF INSURED | NOT A DEPOSIT | NOT GUARANTEED BY ANY BANK OR CREDIT UNION | NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY | MAY LOSE VALUE

This Economic and Capital Markets Review is being offered as informational and educational material provided to a Plan Sponsor or a Representative, duly authorized and acting on behalf of a Plan Sponsor, to assist the Plan Sponsor in understanding the general investment environment.

This document is not intended as a recommendation, solicitation or offering of any particular securities by Advised Assets Group, LLC, Great-West Life & , g y p y p, ,Annuity Insurance Company, or any of its subsidiaries or affiliates.

The purpose of this document is to provide investment-related information only for the benefit of the Plan Sponsor in its role as a fiduciary to the plan, not as investment advice for plans or plan participants. Although we believe the data contained in this report is generally from reliable sources, Advised Assets Group, LLC cannot guarantee its completeness or accuracy. Economic data and information are derived from a variety of financial publications and economic reporting companies, including Moody’s, S&P, etc. The opinions expressed herein are those of AAG as of 10/15/2013 and are subject to change. No forecast is guaranteedNo forecast is guaranteed.

Plan fiduciaries should review the educational material provided and consult with their investment advisers if necessary to make investment decisions as the information provided herein is not legal, ERISA, or tax advice. Any discussion of these matters included or related to this document or other educational information is provided for informational purposes only. Such discussion does not purport to be complete or to cover every situation. Current tax and ERISA law are subject to interpretation and legislative change. The appropriateness of any product for any specific taxpayer may vary depending on the particular set of facts and circumstances. You should consult with and rely on your own legal and tax advisers.

MSCI EAFE® Index is a trademark of Morgan Stanley Capital International. Inc. and is an unmanaged index considered indicative of the International equity market. S&P 500® Index is a trademark of the Standard & Poor’s Financial Services, LLC and is an unmanaged index considered indicative of the domestic Large-Cap equity market. Russell 2000® Index is a trademark of the Frank Russell Company and is an unmanaged index considered indicative of the domestic Small-Cap equity market. Russell 1000® Index is a trademark of the Frank Russell Company and is an unmanaged index considered indicative of the domestic Large-Cap equity market. Russell Midcap® Index is a trademark of the Frank Russell Company and is an unmanaged index considered indicative of the domestic mid-cap equity market. Barclays Capital is a trademark of Barclays Capital, the investment banking division of Barclays Bank PLC.indicative of the domestic mid cap equity market. Barclays Capital is a trademark of Barclays Capital, the investment banking division of Barclays Bank PLC.

Advised Assets Group, LLC is a federally registered investment adviser and wholly owned subsidiary of Great-West Life & Annuity Insurance Company and an affiliate of Great-West Life & Annuity Insurance Company of New York, White Plains, New York More information can be found atwww.adviserinfo.sec.gov. All rights reserved. Form #AAG 184908 (10/13)

U l th i t d NOT FDIC NCUA/NCUSIF INSURED | NOT A DEPOSIT | NOT GUARANTEED BY ANY BANK


Unless otherwise noted: NOT FDIC, NCUA/NCUSIF INSURED | NOT A DEPOSIT | NOT GUARANTEED BY ANY BANK OR CREDIT UNION | NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY | MAY LOSE VALUE

Executive Summary

Advised Assets Group, LLC

Gwinnett County Plan Options

Highest Risk of Principal

Asset Class

Highest Risk of Principal

International Equity

Emerging MarketsArtisan International Inv

Oppenheimer GlobalDreyfus Intl Stock Index

Oppenheimer Devel Mkts Y

S ll C G thAsset Class

Mid C V l

Small Cap Value

Mid Cap Growth

Columbia Small Cap Value Z

Baron Growth Neuberger Berman Genesis TrArtisan Mid Cap

Small Cap Growth Franklin Small Cap Growth

Mid Cap Value

Large Cap Growth Pioneer Fundamental Growth Y Fidelity Contrafund

Perkins Mid Cap Value T American Cent Mid Cap Val A

Amer Funds Gr Fund A

s d C p

Amer Funds Inv Co of Amer A Nuveen Tradewinds Val Opp ILarge Cap Blend

Large Cap Value

Fidelity PuritanBalanced/Asset Allocation

Van Kampen Growth & Income Y

Blackrock Equity Idx F TIAA-CREF Eq Index Inst

Maxim Profile Series

Amer Funds Inv Co of Amer A Nuveen Tradewinds Val Opp Ig p

Inv Grade Bond

High-Yield BondPIMCO Total Return AdminVanguard Total Bd Mkt Idx

Fidelity PuritanJanus Balanced T Asset Allocation Funds:

Maxim Profile Series (Target Risk Funds)

Maxim SecureFoundation(Target Date Funds)

JP Morgan High Yield A

For Plan Sponsor Use Only 14

Lowest Risk of PrincipalGovernment Bond

g

Gwinnett County Stable Value Fund

Performance Monitoring

Group/Investment Return% of Peer Group Beaten Return

% of Peer Group Beaten Return



% of Peer Group Beaten

US OE Diversified Emerging MktsOppenheimer Developing Markets Y 8.94 96 9.64 88 4.46 94 11.77 96 17.25 100Benchmark 1: MSCI EM NR USD 5.77 0.98 -0.33 7.22 12.80Benchmark 2: US OE Diversified Emerging Mkts 5.00 2.66 -0.53 5.94 11.47

7/1/20139/30/2013

10/1/20129/30/2013

10/1/20039/30/2013

10/1/20109/30/2013

10/1/20089/30/2013

g gNumber of investments ranked 659 613 432 346 225

US OE Foreign Large BlendArtisan International Inv 9.98 46 23.11 77 12.97 99 9.35 94 9.72 91Dreyfus Intl Stock Index 11.33 83 23.40 80 8.01 63 5.50 41 7.54 50Benchmark 1: MSCI EAFE NR USD 11.56 23.77 8.47 6.35 8.01Benchmark 2: US OE Foreign Large Blend 9.94 19.91 7.19 5.54 7.35Number of investments ranked 848 816 764 710 484

US OE World StockOppenheimer Global Y 9 49 72 26 86 85 12 59 73 10 65 83 9 63 77Oppenheimer Global Y 9.49 72 26.86 85 12.59 73 10.65 83 9.63 77Nuveen Tradewinds Value Opportunities I 6.59 26 20.85 53 8.26 16 12.53 94Benchmark 1: MSCI World NR USD 8.18 20.21 11.82 7.84 7.58Benchmark 2: US OE World Stock 8.23 20.10 10.27 8.07 7.78Number of investments ranked 1,123 1,045 828 724 459

US OE Small GrowthFranklin Small Cap Growth A 12.64 61 42.31 98 22.11 83 17.53 95 10.51 69Benchmark 1: Russell 2000 Growth TR USD 12.80 33.07 19.96 13.17 9.85Benchmark 2: US OE Small Growth 12.26 30.08 18.30 12.29 8.60Number of investments ranked 733 721 692 658 546

US OE Small ValueColumbia Small Cap Value Fund II Z 10.20 94 33.47 81 18.87 87 11.56 62 11.18 88Benchmark 1: Russell 2000 Value TR USD 7.59 27.04 16.57 9.13 9.29Benchmark 2: US OE Small Value 8.09 29.36 16.88 11.06 9.51Number of investments ranked 385 377 334 321 243

US OE Mid-Cap GrowthNeuberger Berman Genesis Tr 11.12 76 28.23 73 18.01 81 10.15 21 11.70 90Baron Growth Retail 11.03 75 30.76 90 20.36 93 13.19 72 10.58 66Artisan Mid Cap Inv 15.60 98 31.53 92 19.99 91 16.59 96 12.01 94Benchmark 1: Russell Mid Cap Growth TR USD 9.34 27.54 17.65 13.92 10.16Benchmark 2: US OE Mid-Cap Growth 10.12 25.90 15.66 11.63 8.60Number of investments ranked 743 724 708 677 592

DATA SOURCE: Morningstar 09/30/13For Plan Sponsor Use Only 15







US OE Mid-Cap ValuePerkins Mid Cap Value T 4.37 8 18.79 5 11.58 4 8.72 8 9.84 51American Century Mid Cap Value A 4.41 9 24.36 16 15.32 36 11.65 47Benchmark 1: Russell Mid Cap Value TR USD 5.89 27.77 17.27 11.86 10.91Benchmark 2: US OE Mid-Cap Value 6.82 27.86 16.01 11.47 9.35

7/1/20139/30/2013

10/1/20129/30/2013

10/1/20039/30/2013

10/1/20109/30/2013

10/1/20089/30/2013

pNumber of investments ranked 433 426 393 370 275

US OE Large GrowthFidelity Contrafund 8.94 50 19.46 40 15.54 54 11.12 62 10.29 94American Funds Growth Fund of Amer A 9.23 53 25.09 85 15.63 56 10.24 46 8.58 75Pioneer Fundamental Growth Y 7.49 24 16.76 18 16.95 78 11.90 74 8.41 71Benchmark 1: Russell 1000 Growth TR USD 8.11 19.27 16.94 12.07 7.82Benchmark 2: US OE Large Growth 9.33 20.63 15.00 10.26 6.80Number of investments ranked 1,770 1,749 1,633 1,555 1,333

US OE Large BlendUS OE Large BlendAmerican Funds Invmt Co of Amer A 6.63 74 20.94 58 13.98 33 9.25 49 7.37 56TIAA-CREF Equity Index Instl 6.33 66 21.53 65 16.69 84 10.56 82 8.07 75Great-West Aggressive Profile I Init 7.02 81 22.64 74 13.64 28 9.17 47 8.07 75Benchmark 1: S&P 500 NR USD 5.08 18.55 15.52 9.28 6.89Benchmark 2: US OE Large Blend 5.74 20.24 14.43 9.09 6.83Number of investments ranked 1,671 1,594 1,473 1,399 1,128

US OE Large ValueInvesco Growth and Income Y 4.79 67 23.78 75 15.74 70 9.42 65 8.46 76Benchmark 1: Russell 1000 Value TR USD 3.94 22.30 16.25 8.86 7.99B h k 2 US OE L V l 4 43 21 16 14 52 8 57 6 90Benchmark 2: US OE Large Value 4.43 21.16 14.52 8.57 6.90Number of investments ranked 1,255 1,229 1,132 1,092 923

US OE Aggressive AllocationGreat-West Moderately Agg Profile I Init 5.37 25 16.23 61 10.88 57 8.96 76 7.75 84Benchmark 1: Morningstar Aggressive Target Risk 7.12 18.78 12.81 9.42 8.95Benchmark 2: US OE Aggressive Allocation 5.88 15.31 10.28 8.07 6.64Number of investments ranked 447 435 358 329 198








US OE Moderate AllocationFidelity Puritan 5.69 91 12.60 61 11.53 86 9.48 82 7.31 81Janus Balanced T 3.98 37 13.27 72 10.00 57 10.06 93 8.31 95Great-West Moderate Profile I Init 4.38 51 12.92 67 9.23 39 8.45 59 7.19 78Great-West Moderately Cnsrv Prfl I Init 3.39 20 9.60 20 7.62 14 7.76 41 6.62 60

7/1/20139/30/2013

10/1/20129/30/2013

10/1/20039/30/2013

10/1/20109/30/2013

10/1/20089/30/2013

yBenchmark 1: Morningstar Moderately Aggr Target Risk 6.03 15.35 11.32 9.05 8.46Benchmark 2: US OE Moderate Allocation 4.24 11.47 9.28 7.62 5.94Number of investments ranked 977 940 824 778 601

US OE Conservative AllocationGreat-West Conservative Profile I Init 2.36 44 6.32 62 5.98 42 7.06 52 5.59 62Benchmark 1: Morningstar Conservative Target Risk 1.71 1.96 4.88 5.75 5.35Benchmark 2: US OE Conservative Allocation 2.43 4.97 6.12 6.65 4.76Number of investments ranked 788 778 641 558 310

US OE High Yield BondUS OE High Yield BondJPMorgan High Yield A Load Waived 1.92 28 6.60 52 7.99 44 11.49 62 8.18 81Benchmark 1: Barclays US HY Interm TR USD 2.44 7.16 9.01 12.94 8.55Benchmark 2: US OE High Yield Bond 2.20 6.78 8.12 10.55 7.01Number of investments ranked 684 645 584 549 481

US OE Intermediate-Term BondPIMCO Total Return Admin 1.11 93 -0.99 57 3.51 57 7.69 79 5.85 93Vanguard Total Bond Market Index Signal 0.54 41 -1.83 27 2.76 28 5.34 23 4.54 53Benchmark 1: Barclays US Govt/Credit 5-10 Yr TR USD 0.59 -2.37 3.79 7.56 5.38Benchmark 2: US OE Intermediate-Term Bond 0.61 -0.94 3.28 6.17 4.09N mbe of in estments anked 1 238 1 223 1 132 1 054 945Number of investments ranked 1,238 1,223 1,132 1,054 945








US OE Target Date 2011-2015Great-West SecureFoundation® LT 2015 G 4.48 84 11.33 98 8.78 80Benchmark 1: Morningstar Lifetime Moderate 2015 3.77 7.53 8.98 8.22 8.19Benchmark 2: US OE Target Date 2011-2015 3.65 7.29 7.26 6.41 5.13Number of investments ranked 182 172 157

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10/1/20129/30/2013

10/1/20039/30/2013

10/1/20109/30/2013

10/1/20089/30/2013

US OE Target Date 2016-2020Great-West SecureFoundation® LT 2020 G 4.57 65 11.28 74Benchmark 1: Morningstar Lifetime Moderate 2020 4.31 9.47 9.86 8.57 8.60Benchmark 2: US OE Target Date 2016-2020 4.29 8.70 8.03 7.01 5.90Number of investments ranked 225 223

US OE Target Date 2021-2025Great-West SecureFoundation® LT 2025 G 5.01 46 12.89 60 9.34 43Benchmark 1: Morningstar Lifetime Moderate 2025 5.04 12.02 10.86 8.90 8.91Benchmark 2: US OE Target Date 2021-2025 5 09 11 59 9 36 7 42Benchmark 2: US OE Target Date 2021 2025 5.09 11.59 9.36 7.42Number of investments ranked 185 174 150


US OE Target Date 2031-2035Great-West SecureFoundation® LT 2035 G 6.61 63 17.54 75 11.23 60B h k 1 M i t Lif ti M d t 2035 6 46 16 50 12 27 9 43 9 27Benchmark 1: Morningstar Lifetime Moderate 2035 6.46 16.50 12.27 9.43 9.27Benchmark 2: US OE Target Date 2031-2035 6.20 15.12 10.84 8.08Number of investments ranked 185 174 150









7/1/20139/30/2013

10/1/20129/30/2013

10/1/20039/30/2013

10/1/20109/30/2013

10/1/20089/30/2013

US OE Target Date 2041-2045Great-West SecureFoundation® LT 2045 G 7.26 75 18.86 76 11.59 49Benchmark 1: Morningstar Lifetime Moderate 2045 6.94 17.52 12.34 9.56 9.45Benchmark 2: US OE Target Date 2041-2045 6.70 16.64 11.41 8.31Number of investments ranked 185 173 149

US OE Target Date 2046-2050Great-West SecureFoundation® LT 2050 G 7.31 82 18.76 73Benchmark 1: Morningstar Lifetime Moderate 2050 7.01 17.51 12.20 9.55 9.51Benchmark 2: US OE Target Date 2046-2050 6 69 15 78 10 84 8 06 6 99Benchmark 2: US OE Target Date 2046 2050 6.69 15.78 10.84 8.06 6.99Number of investments ranked 207 204

US OE Target Date 2051+Great-West SecureFoundation® LT 2055 G 7.33 80 18.62 70 11.26 35Benchmark 1: Morningstar Lifetime Moderate 2050 7.01 17.51 12.20 9.55 9.51Benchmark 2: US OE Target Date 2051+ 6.88 17.57 11.45 8.37 7.12Number of investments ranked 144 120 52


Stable Asset Fund

Gwinnett County Stable Asset FundPerformance (as of September 30, 2013)

1 Year 3 Years 5 Years 10 Years

Gwinnett County Stable Asset Fund

Fund* 2.21% 2.85% 3.28% 3.61%

Morningstar Taxable MM Funds 0.02% 0.02% 0.12% 1.48%

1 3 Year Treasuries 0 37% 0 71% 1 65% 2 58%1-3 Year Treasuries 0.37% 0.71% 1.65% 2.58%

Average Credit Quality: AAA (Moody’s)

Average Duration: 4.14 years

MV to BV: 100.7%

* Fund performance is Net of Fees.

20

Manager StyleEach quadrant of the graph represents one of the four major domestic equity components of the market. From top left working clockwise the quadrants include Large Value, Large Growth, Small Growth and Small Value.

Manager Style Graph:left working clockwise the quadrants include Large Value, Large Growth, Small Growth and Small Value.

Manager StyleOctober 2008 - September 2013 (Single Computation)

Large

Russell Top 200 Value Russell Top 200 Growth

1

g

Russell Midcap Value Russell Midcap Growth

0

1

Baron Growth RetailNeuberger Berman Genesis TrColumbia Small Cap Value II ZArtisan Mid Cap InvNuveen Tradewinds Value Opportunities IFid lit C t f d0 Fidelity ContrafundAmerican Funds Growth Fund of Amer AAmerican Funds Invmt Co of Amer APerkins Mid Cap Value TAmerican Century Mid Cap Value AInvesco Van Kampen Growth and Income YFranklin Small Cap Growth APioneer Fundamental Growth YR ll 6 St l B i

Russell 2000 Value Russell 2000 Growth

-1 Russell 6-way Style Basis

Created with Zephyr StyleADVISOR. Manager returns supplied by: Morningstar, Inc.For Plan Sponsor Use Only 21

SmallValue -1 0 1 Growth

Manager Style DriftEach quadrant of the graph represents one of the four major domestic equity components of the market. From top left working clockwise the quadrants include Large Value, Large Growth, Small Growth and Small Value.

Manager Style Graph:left working clockwise the quadrants include Large Value, Large Growth, Small Growth and Small Value.

Manager StyleOctober 2008 - September 2013 (36-Month Moving Windows, Computed Monthly)

Large

Russell Top 200 Value Russell Top 200 Growth

1

g

Russell Midcap Value Russell Midcap Growth

0

1

Baron Growth RetailNeuberger Berman Genesis TrColumbia Small Cap Value II ZArtisan Mid Cap InvNuveen Tradewinds Value Opportunities IFid lit C t f d0 Fidelity ContrafundAmerican Funds Growth Fund of Amer AAmerican Funds Invmt Co of Amer APerkins Mid Cap Value TAmerican Century Mid Cap Value AInvesco Van Kampen Growth and Income YFranklin Small Cap Growth APioneer Fundamental Growth YR ll 6 St l B i

Russell 2000 Value Russell 2000 Growth

-1 Russell 6-way Style Basis

Created with Zephyr StyleADVISOR. Manager returns supplied by: Morningstar, Inc.For Plan Sponsor Use Only 22

SmallValue -1 0 1 Growth

Fund Compliance Report CardPerformance Summary: Gwinnett County Retirement Plans period ended 09/30/2013

O ll R ti 1 L T R lli A l i 2

Fund Consecutive # of QuartersMorningstar Complex Ticker Mstar Quarters Below out of

Category Rating Symbol Fund Name Overall Return Sharpe Rating Below trailing 12Intl3 Diversified Emerging Mkts 1 ODVYX Oppenheimer Developing Markets Y 94.5 96.0 93.0 5 Above 0 0 out of 12 Pass

Foreign Large Blend 1 ARTIX Artisan International Inv 94.8 94.7 95.0 4 Above 0 0 out of 12 PassWorld Stock 1 OGLYX Oppenheimer Global Y 69.8 77.0 62.5 4 Above 0 0 out of 12 PassWorld Stock 1 NVORX Nuveen Tradewinds Value Opportunities I 56.0 55.5 56.5 4 Above 0 0 out of 12 Pass

Overall Rating1 Long-Term Rolling Analysis2

Composite %'s

Small-Cap5 Small Growth 1 FSGRX Franklin Small Cap Growth A 85.2 81.3 89.0 3 Above 0 0 out of 12 PassSmall Value 1 NSVAX Columbia Small Cap Value Fund II Z 73.5 79.0 68.0 4 Above 0 0 out of 12 Pass

Mid-Cap8 Mid-Cap Growth 1 ARTMX Artisan Mid Cap Inv 91.3 93.7 89.0 5 Above 0 0 out of 12 PassMid-Cap Growth 1 BGRFX Baron Growth Retail 80.2 76.3 84.0 4 Above 0 0 out of 12 PassMid-Cap Growth 1 NBGEX Neuberger Berman Genesis Tr 62.7 63.3 62.0 4 Above 0 0 out of 12 PassMid-Cap Value 1 ACLAX American Century Mid Cap Value A 63.8 41.5 86.0 3 Above 0 0 out of 12 PassMid-Cap Value 1 JMCVX Perkins Mid Cap Value T 20.3 21.0 19.5 3 Below 1 1 out of 12 Fail

Large-Cap Large Growth 1 FUNYX Pioneer Fundamental Growth Y 84.8 73.7 96.0 4 Above 0 0 out of 12 PassLarge Growth 1 FCNTX Fidelity Contrafund 75.4 69.3 81.5 4 Above 0 0 out of 12 PassLarge Growth 1 AGTHX American Funds Growth Fund of Amer A 57.7 58.3 57.0 3 Above 0 0 out of 12 PassLarge Blend 1 AIVSX American Funds Invmt Co of Amer A 52.1 45.7 58.5 3 Above 0 0 out of 12 PassLarge Blend 1 MXPPX Great-West Aggressive Profile I Init 37.8 50.0 25.5 2 Below 2 3 out of 12 PassLarge Value 1 ACGMX Invesco Growth and Income Y 65.3 69.0 61.5 4 Above 0 0 out of 12 Pass

Asst All/Other Aggressive Allocation 1 MXRPX Great-West Moderately Agg Profile I Init 73.4 70.3 76.5 4 Above 0 0 out of 12 PassModerate Allocation 1 FPURX Fidelity Puritan 82.8 83.0 82.5 4 Above 0 0 out of 12 PassModerate Allocation 1 JABAX Janus Balanced T 80.8 82.0 79.5 5 Above 0 0 out of 12 PassModerate Allocation 1 MXOPX Great-West Moderate Profile I Init 52.8 58.0 47.5 4 Above 0 0 out of 12 PassModerate Allocation 1 MXTPX Great-West Moderately Cnsrv Prfl I Init 50.7 37.3 64.0 3 Above 0 0 out of 12 PassConservative Allocation 1 MXVPX Great-West Conservative Profile I Init 55.1 51.7 58.5 3 Above 0 0 out of 12 Pass

B d9 Hi h Yi ld B d 1 OHYAX l JPM Hi h Yi ld A L d W i d 62 2 61 3 63 0 4 Ab 0 0 t f 12 PBond9 High Yield Bond 1 OHYAX.lw JPMorgan High Yield A Load Waived 62.2 61.3 63.0 4 Above 0 0 out of 12 PassIntermediate-Term Bond 1 PTRAX PIMCO Total Return Admin 68.2 76.3 60.0 4 Above 0 0 out of 12 Pass

Index Funds6 Foreign Large Blend 1 DIISX Dreyfus Intl Stock Index (idx) 49.5 50.0 49.0 3 N/A N/A N/A out of 12 PassLarge Blend 1 TIEIX TIAA-CREF Equity Index Instl (idx) 80.1 81.7 78.5 4 N/A N/A N/A out of 12 PassIntermediate-Term Bond 1 VBTSX Vanguard Total Bond Market Index Signal (idx 38.1 35.7 40.5 2 N/A N/A N/A out of 12 Pass

1.The Overall Rating is derived from the 3, 5 and 10 year net-of-fee performance figures, the 3 and 5 year Sharpe Ratios and the Morningstar Rating TM.

For Plan Sponsor Use Only DATA SOURCE: Morningstar 09/30/13 23

2.The Long-Term Rolling Analysis accumulates the trailing 12 quarter Overall Ratings and determines a pass/fail designation accordingly.

Fund Compliance Report CardReturn Analysis: Gwinnett County Retirement Plans period ended 09/30/2013

3rd Qtr 3rd Qtr Performance vs. Benchmark (Annualized Returns and Return Percentiles %)3rd Qtr 3rd Qtr2013 2013 1 Year 1 Year 3 Year 3 Year 5 Year 5 Year 10 Year 10 Year Incept.

Return Percentile Return Percentile Return Percentile Return Percentile Return Percentile DateIntl3 Diversified Emerging Mkts Peer Group 5.31 50 2.28 50 -0.46 50 6.17 50 11.79 50

Oppenheimer Developing Markets Y 8.94 94 9.64 87 4.46 93 11.77 96 17.25 99 9/7/2005Foreign Large Blend Peer Group 10.20 50 20.33 50 7.44 50 5.80 50 7.58 50Artisan International Inv 9.98 44 23.11 76 12.97 99 9.35 94 9.72 91 12/28/1995World Stock Peer Group 8.31 50 20.52 50 11.14 50 8.70 50 8.21 50Oppenheimer Global Y 9.49 72 26.86 85 12.59 73 10.65 83 9.63 75 11/17/1998N T d i d V l O t iti I 6 59 25 20 85 53 8 26 17 12 53 94 N/A N/A 12/9/2004

Performance vs. Benchmark (Annualized Returns and Return Percentiles %)

Fund Name

Nuveen Tradewinds Value Opportunities I 6.59 25 20.85 53 8.26 17 12.53 94 N/A N/A 12/9/2004Small-Cap5 Small Growth Peer Group 12.05 50 31.00 50 19.04 50 13.07 50 9.91 50

Franklin Small Cap Growth A 12.64 61 42.31 98 22.11 82 17.53 94 10.51 68 5/1/2000Small Value Peer Group 8.04 50 29.73 50 16.43 50 11.14 50 9.89 50Columbia Small Cap Value Fund II Z 10.20 93 33.47 82 18.87 86 11.56 63 11.18 88 5/1/2002

Mid-Cap8 Mid-Cap Growth Peer Group 10.18 50 26.14 50 15.98 50 11.96 50 9.72 50Artisan Mid Cap Inv 15.60 98 31.53 92 19.99 91 16.59 96 12.01 94 6/27/1997Baron Growth Retail 11.03 74 30.76 89 20.36 93 13.19 70 10.58 66 12/30/1994Neuberger Berman Genesis Tr 11.12 75 28.23 71 18.01 81 10.15 20 11.70 89 8/26/1993gMid-Cap Value Peer Group 6.83 50 27.67 50 15.93 50 11.81 50 9.77 50American Century Mid Cap Value A 4.41 8 24.36 15 15.32 36 11.65 47 N/A N/A 1/13/2005Perkins Mid Cap Value T 4.37 7 18.79 5 11.58 4 8.72 8 9.84 51 8/12/1998

Large-Cap Large Growth Peer Group 9.09 50 20.36 50 15.31 50 10.47 50 7.54 50Pioneer Fundamental Growth Y 7.49 23 16.76 17 16.95 77 11.90 73 8.41 71 4/7/2009Fidelity Contrafund 8.94 48 19.46 39 15.54 53 11.12 62 10.29 93 5/17/1967American Funds Growth Fund of Amer A 9.23 52 25.09 84 15.63 54 10.24 45 8.58 76 11/30/1973Large Blend Peer Group 5.74 50 19.90 50 15.00 50 9.34 50 7.20 50American Funds Invmt Co of Amer A 6 63 74 20 94 59 13 98 32 9 25 47 7 37 58 1/2/1934American Funds Invmt Co of Amer A 6.63 74 20.94 59 13.98 32 9.25 47 7.37 58 1/2/1934Great-West Aggressive Profile I Init 7.02 81 22.64 76 13.64 28 9.17 45 8.07 77 9/11/1997Large Value Peer Group 4.47 50 21.51 50 15.02 50 8.92 50 7.55 50Invesco Growth and Income Y 4.79 65 23.78 73 15.74 67 9.42 63 8.46 77 10/19/2004

Asst All/Other Aggressive Allocation Peer Group 6.06 50 15.61 50 10.76 50 8.25 50 6.88 50Great-West Moderately Agg Profile I Init 5.37 26 16.23 60 10.88 54 8.96 74 7.75 83 9/11/1997Moderate Allocation Peer Group 4.44 50 11.99 50 9.64 50 8.16 50 6.40 50Fidelity Puritan 5.69 88 12.60 61 11.53 86 9.48 83 7.31 80 4/16/1947Janus Balanced T 3.98 36 13.27 72 10.00 58 10.06 93 8.31 95 9/1/1992G t W t M d t P fil I I it 4 38 48 12 92 67 9 23 42 8 45 58 7 12 74 9/11/1997Great-West Moderate Profile I Init 4.38 48 12.92 67 9.23 42 8.45 58 7.12 74 9/11/1997Great-West Moderately Cnsrv Prfl I Init 3.39 20 9.60 21 7.62 15 7.76 39 6.62 58 9/11/1997Conservative Allocation Peer Group 2.63 50 5.46 50 6.37 50 6.97 50 5.34 50Great-West Conservative Profile I Init 2.36 42 6.32 61 5.98 42 7.06 52 5.59 61 9/11/1997

Bond9 High Yield Bond Peer Group 2.19 50 6.56 50 8.20 50 11.15 50 7.51 50JPMorgan High Yield A Load Waived 1.92 27 6.60 51 7.99 42 11.49 61 8.18 81 11/13/1998Intermediate-Term Bond Peer Group 0.62 50 -1.18 50 3.32 50 6.36 50 4.48 50PIMCO Total Return Admin 1.11 92 -0.99 58 3.51 58 7.69 79 5.85 92 9/8/1994

Index Funds Dreyfus Intl Stock Index (idx) 11.33 81 23.40 79 8.01 61 5.50 40 7.54 49 6/30/1997


y ( )TIAA-CREF Equity Index Instl (idx) 6.33 66 21.53 66 16.69 85 10.56 83 8.07 77 7/1/1999Vanguard Total Bond Market Index Signal (idx) 0.54 42 -1.83 28 2.76 29 5.34 25 4.54 53 9/1/2006

A Percentile Ranking of 100% represents the best in class performance whereas 0% represents the lowest.

Investment options available in the plan may be through mutual funds and/or a group fixed annuity contract. Total return performance shown above represents that of the underlying fund and does not include a deduction for any applicable annuity contract of administrative fees/expenses. Performance numbers shown above would be less after applicable fee/expenses are deducted.

Fund Compliance Report CardSharpe Ratio and Expense Analysis: Gwinnett County Retirement Plans period ended 09/30/2013

Expense Expense Manager Fund SizeSharpe Ratios and Percentiles % Standard Deviation p p g3 Yr Ratio 3 Yr % 5 Yr Ratio 5 Yr % 3 Yr 5 Yr Ratio Percentile % Tenure (yrs) $MM

Intl3 Diversified Emerging Mkts Peer Group 0.07 50 0.36 50 19.62 26.87 1.54 50Oppenheimer Developing Markets Y 0.33 91 0.56 95 18.24 25.31 1.03 92 6 37,423Foreign Large Blend Peer Group 0.50 50 0.36 50 17.07 22.76 1.26 50Artisan International Inv 0.77 97 0.50 93 17.77 23.59 1.19 56 18 11,888World Stock Peer Group 0.78 50 0.52 50 15.17 20.84 1.34 50Oppenheimer Global Y 0.80 54 0.57 71 16.45 21.70 0.93 86 9 10,000Nuveen Tradewinds Value Opportunities I 0.62 19 0.70 94 14.34 19.78 0.91 87 2 562

Small Cap5 Small Growth Peer Group 1 09 50 0 65 50 17 37 22 91 1 34 50

p % Fund Name

Small-Cap5 Small Growth Peer Group 1.09 50 0.65 50 17.37 22.91 1.34 50Franklin Small Cap Growth A 1.29 84 0.83 94 16.62 22.58 1.35 49 13 825Small Value Peer Group 1.00 50 0.56 50 16.66 24.27 1.31 50Columbia Small Cap Value Fund II Z 1.07 79 0.57 57 17.54 24.29 1.07 74 12 1,706

Mid-Cap8 Mid-Cap Growth Peer Group 1.02 50 0.65 50 15.68 21.13 1.23 50Artisan Mid Cap Inv 1.23 84 0.80 94 15.92 22.26 1.33 40 16 7,734Baron Growth Retail 1.38 95 0.71 73 14.15 20.13 1.32 40 19 7,632Neuberger Berman Genesis Tr 1.27 89 0.61 35 13.85 18.68 1.11 61 20 14,039Mid-Cap Value Peer Group 1.06 50 0.62 50 15.03 21.30 1.23 50American Century Mid Cap Value A 1.25 86 0.71 86 11.92 17.56 1.26 43 10 4,533Perkins Mid Cap Value T 0.90 15 0.56 24 13.03 17.41 0.84 87 15 11,310

Large-Cap Large Growth Peer Group 1.09 50 0.62 50 14.07 18.88 1.11 50Pioneer Fundamental Growth Y 1.44 98 0.79 94 11.29 15.67 0.81 82 7 1,436Fidelity Contrafund 1.25 83 0.73 80 12.10 16.27 0.74 88 23 100,987American Funds Growth Fund of Amer A 1.14 62 0.63 52 13.49 18.00 0.71 90 28 123,491Large Blend Peer Group 1.15 50 0.58 50 13.00 18.51 1.06 50American Funds Invmt Co of Amer A 1.13 48 0.60 69 12.18 16.84 0.62 83 22 62,595Great-West Aggressive Profile I Init 0.97 21 0.53 30 14.23 20.63 1.30 32 16 79ggLarge Value Peer Group 1.14 50 0.55 50 13.36 18.93 1.06 50Invesco Growth and Income Y 1.17 61 0.57 62 13.18 18.58 0.59 93 14 8,458

Asst All/Other Aggressive Allocation Peer Group 0.93 50 0.56 50 11.62 16.59 1.27 50Great-West Moderately Agg Profile I Init 1.00 73 0.62 80 10.89 15.82 1.18 59 16 152Moderate Allocation Peer Group 1.05 50 0.67 50 8.97 12.95 1.13 50Fidelity Puritan 1.26 80 0.77 85 8.92 12.70 0.59 94 10 21,725Janus Balanced T 1.11 60 0.94 99 8.93 10.73 0.83 79 8 9,928Great-West Moderate Profile I Init 1.01 39 0.68 56 9.12 12.96 1.10 54 16 159Great-West Moderately Cnsrv Prfl I Init 1 03 45 0 76 83 7 32 10 41 1 02 62 16 66Great-West Moderately Cnsrv Prfl I Init 1.03 45 0.76 83 7.32 10.41 1.02 62 16 66Conservative Allocation Peer Group 1.09 50 0.80 50 6.04 9.27 1.14 50Great-West Conservative Profile I Init 1.07 48 0.89 69 5.49 7.92 0.96 68 16 39

Bond9 High Yield Bond Peer Group 1.20 50 0.95 50 6.68 11.84 1.00 50JPMorgan High Yield A Load Waived 1.19 48 1.04 78 6.57 10.96 1.01 49 15 10,934Intermediate-Term Bond Peer Group 1.04 50 1.41 50 2.97 4.21 0.81 50PIMCO Total Return Admin 0.87 27 1.78 93 3.99 4.16 0.71 62 26 250,051

Index Funds Dreyfus Intl Stock Index (idx) 0.52 58 0.35 40 17.54 22.69 0.60 92 7 557TIAA-CREF Equity Index Instl (idx) 1.25 78 0.62 79 13.02 18.80 0.07 99 9 7,205V d T t l B d M k t I d Si l (id ) 0 93 36 1 38 45 2 89 3 75 0 10 99 21 109 023


Vanguard Total Bond Market Index Signal (idx) 0.93 36 1.38 45 2.89 3.75 0.10 99 21 109,023

A Percentile Ranking of 100% represents the best in class performance whereas 0% represents the lowest.

Expense refers to the Prospectus Net Expense Ratio

Fund Compliance Report CardAnnual Returns and Statistics: Gwinnett County Retirement Plans period ended 09/30/2013

Portfolio ConstructionTurnover Number of % in top

2012 2011 2010 2009 2008 Alpha Beta R2 Ratio Holdings 10 holdingsIntl3 Diversified Emerging Mkts Peer Group 18.82 -18.90 18.51 73.93 -54.08

Oppenheimer Developing Markets Y 21.29 -17.85 27.39 82.10 -47.84 4.60 0.89 93 20 117 25%Foreign Large Blend Peer Group 18.16 -13.61 10.27 31.29 -43.28Artisan International Inv 25.39 -7.26 5.91 39.77 -46.96 1.19 1.17 93 55 87 31%World Stock Peer Group 16.61 -7.64 12.84 33.63 -41.10Oppenheimer Global Y 21.09 -8.46 16.06 39.77 -40.78 -0.54 1.13 96 12 87 23%N een Trade inds Val e Opport nities I 2 28 5 20 24 13 51 14 31 85 2 84 0 60 78 84 50 36%

Fund NameCalendar Year Returns MPT Statistics ( 3 year)

Nuveen Tradewinds Value Opportunities I 2.28 -5.20 24.13 51.14 -31.85 2.84 0.60 78 84 50 36%Small-Cap5 Small Growth Peer Group 13.95 -2.59 27.72 35.91 -40.33

Franklin Small Cap Growth A 10.51 -1.02 34.56 45.41 -41.12 2.09 0.96 92 41 98 16%Small Value Peer Group 15.98 -4.48 25.41 31.22 -31.88Columbia Small Cap Value Fund II Z 14.57 -2.39 25.64 25.14 -33.63 -0.38 1.05 98 42 127 11%

Mid-Cap8 Mid-Cap Growth Peer Group 14.45 -3.90 25.63 40.53 -41.86Artisan Mid Cap Inv 19.52 -2.08 31.57 50.26 -44.13 2.88 0.96 91 46 72 29%Baron Growth Retail 16.43 1.24 24.01 34.24 -39.18 5.85 0.78 94 14 101 27%Neuberger Berman Genesis Tr 9.82 4.60 21.38 26.25 -32.85 2.83 0.80 92 15 151 19%gMid-Cap Value Peer Group 16.55 -4.24 22.16 36.23 -36.66American Century Mid Cap Value A 16.11 -0.97 19.27 29.97 -24.68 -1.45 0.93 97 61 127 20%Perkins Mid Cap Value T 10.32 -2.55 14.81 30.37 -27.33 -3.49 0.86 98 60 118 15%

Large-Cap Large Growth Peer Group 15.32 -1.77 15.99 35.03 -40.01Pioneer Fundamental Growth Y 14.71 6.70 11.04 34.32 -31.06 1.93 0.87 95 28 41 N/AFidelity Contrafund 16.26 -0.14 16.93 29.23 -37.16 0.67 0.86 97 48 329 29%American Funds Growth Fund of Amer A 20.54 -4.89 12.28 34.48 -39.07 -1.85 1.05 96 18 412 24%Large Blend Peer Group 15.39 -0.17 14.28 26.98 -37.35American Funds Invmt Co of Amer A 15.60 -1.76 10.86 27.18 -34.73 -1.77 0.99 97 21 250 26%American Funds Invmt Co of Amer A 5 60 6 0 86 8 3 3 0 99 9 50 6%Great-West Aggressive Profile I Init 16.45 -4.41 15.55 33.01 -40.06 0.15 1.09 98 32 12 94%Large Value Peer Group 14.86 -0.36 13.33 24.01 -36.04Invesco Growth and Income Y 14.91 -1.89 12.92 24.55 -31.97 0.99 0.98 98 25 78 27%

Asst All/Other Aggressive Allocation Peer Group 13.74 -3.00 14.08 28.89 -35.07Great-West Moderately Agg Profile I Init 13.89 -2.17 13.15 28.57 -30.24 0.06 0.95 99 28 18 74%Moderate Allocation Peer Group 12.03 -0.30 12.06 24.37 -27.48Fidelity Puritan 13.79 0.67 14.04 26.69 -29.16 2.53 0.77 97 141 1211 17%Janus Balanced T 12.97 1.31 7.75 24.28 -15.22 1.24 0.76 94 84 415 19%Great-West Moderate Profile I Init 12 25 -1 26 11 54 24 43 -23 29 0 14 0 80 99 24 18 67%Great-West Moderate Profile I Init 12.25 -1.26 11.54 24.43 -23.29 0.14 0.80 99 24 18 67%Great-West Moderately Cnsrv Prfl I Init 10.59 -0.08 10.04 22.08 -18.11 -0.41 0.86 99 30 18 63%Conservative Allocation Peer Group 9.51 1.71 10.21 20.86 -19.24Great-West Conservative Profile I Init 9.02 1.06 8.73 20.39 -13.77 -0.05 0.64 98 30 19 65%

Bond9 High Yield Bond Peer Group 14.71 3.46 14.13 47.17 -24.67JPMorgan High Yield A Load Waived 14.48 2.26 14.46 48.04 -22.67 -1.59 1.07 98 65 1014 6%Intermediate-Term Bond Peer Group 6.72 6.38 7.58 13.33 -2.53PIMCO Total Return Admin 10.08 3.91 8.56 13.55 4.55 0.26 0.79 74 380 20465 52%

Index Funds Dreyfus Intl Stock Index (idx) 17.74 -12.51 7.31 30.15 -43.13 -0.47 1.01 99 11 1031 13%TIAA CREF E it I d I tl (id ) 16 33 0 99 16 88 28 34 37 23 0 05 1 00 100 6 2969 15%


TIAA-CREF Equity Index Instl (idx) 16.33 0.99 16.88 28.34 -37.23 -0.05 1.00 100 6 2969 15%Vanguard Total Bond Market Index Signal (idx) 4.15 7.69 6.54 6.04 5.15 -0.16 1.02 99 80 16057 6%

A Percentile Ranking of 100% represents the best in class performance whereas 0% represents the lowest.The Fund Performance Review is a proprietary high level analytical tool that is used to evaluate fund performance and is not intended as an offer or solicitation of securities, or as investment advice.Investment options available in the plan may be through mutual funds and/or a group fixed annuity contract. Total return performance shown above represents that of the underlying fund and does not include a deduction for any applicable annuity contract of administrative fees/expenses. Performance numbers shown above would be less after applicable fee/expenses are deducted.

Fund Compliance Report CardIndex Performance period ending 09/30/2013

Total Total TotalTotal Return Return Return Annual Annual Annual Annual Annual Return Annlzd Annlzd Annlzd Return Return Return Return Return

Index 1 Year 3 Year 5 Year 10 Year 2012 2011 2010 2009 2008International3 MSCI EMF ID -1.52 -2.81 4.64 10.09 15.15 -20.41 16.36 74.50 -54.47

MSCI Eafe Ndtr_D 23.77 8.47 6.35 8.01 17.32 -12.14 7.75 31.78 -43.38MSCI World Ndtr_D 20.21 11.82 7.84 7.58 15.83 -5.54 11.76 29.99 -40.71

Small-Cap5 Russell 2000 Growth 33.07 19.96 13.17 9.85 14.59 -2.91 29.09 34.47 -38.54Russell 2000 30.06 18.29 11.15 9.64 16.35 -4.18 26.85 27.17 -33.79Russell 2000 Value 27.04 16.57 9.13 9.29 18.05 -5.50 24.50 20.58 -28.92

Mid-Cap8 Russell Midcap Growth 27.54 17.65 13.92 10.16 15.81 -1.65 26.38 46.29 -44.32Standard & Poor's Midcap 400 27.68 17.45 13.08 10.84 17.88 -1.73 26.64 37.38 -36.23Russell Midcap Value 27.77 17.27 11.86 10.91 18.51 -1.38 24.75 34.21 -38.44

Large-Cap Russell 1000 Growth 19.27 16.94 12.07 7.82 15.26 2.64 16.71 37.21 -38.44Standard & Poor's 500 TR 19.34 16.27 10.02 7.57 16.00 2.11 15.06 26.46 -37.00Russell 1000 Value 22.30 16.25 8.86 7.99 17.51 0.39 15.51 19.69 -36.85

Bond9 Barclays Capital Aggregate Bond -1.68 2.86 5.41 4.59 4.21 7.84 6.54 5.93 5.24Barclays Capital Credit -1.90 4.13 8.54 5.19 9.37 8.35 8.47 16.04 -3.08B l C it l M t B k d 1 20 2 65 4 66 4 75 2 59 6 23 5 37 5 89 8 34Barclays Capital Mortgage-Backed -1.20 2.65 4.66 4.75 2.59 6.23 5.37 5.89 8.34Barclays Capital Government Bond -1.98 2.13 4.00 4.17 2.02 9.02 5.52 -2.20 12.39Barclays Capital 1-3 Year Governm 0.37 0.75 1.84 2.68 0.51 1.56 2.40 1.41 6.66

MSCI EMF ID A capitalization-weighted index of stocks from 26 emerging markets that only includes issues that may be traded by foreign investors. The reported returns reflect equities priced in US dollars and donot include the effects of reinvested dividends.

MSCI EAFE Ndtr_D Widely accepted as a benchmark for international stock performance, the EAFE Index is an aggregate of 21 individual country indexes that collectively represent many of the major markets of the world.MSCI World Ndtr_D Includes all 23 MSCI developed market countries. Ndtr_D indexes are calculated daily and take into account actual dividends reinvested daily before withholding taxes, but exclude special tax credits

declared by companies.Russell 2000 Growth Market-weighted total return index that measures the performance of companies within the Russell 2000 Index having higher price-to-book ratios and higher forecasted growth values.Russell 2000 Consists of the smallest 2000 companies in the Russell 3000 Index representing approximately 7% of the Russell 3000 total market capitalizationRussell 2000 Consists of the smallest 2000 companies in the Russell 3000 Index, representing approximately 7% of the Russell 3000 total market capitalization.Russell 2000 Value Market-weighted total return index that measures the performance of companies within the Russell 2000 Index having lower price-to-book ratios and lower forecasted growth values.Russell Mid Cap Growth Market-weighted total return index that measures the performance of companies within the Russell Midcap Index having higher price-to-book ratios and higher forecasted growth values.Standard & Poor's Midcap 400 Includes approximately 10% of the capitalization of U.S. equity securities. These are comprised of stocks in the middle capitalization range.Russell Mid Cap Value Market-weighted total return index that measures the performance of companies within the Russell Midcap Index having lower price-to-book ratios and lower forecasted growth values. Russell 1000 Growth Market-weighted total return index that measures the performance of companies within the Russell 1000 Index having higher price-to-book ratios and higher forecasted growth values.Standard & Poor's 500 A market capitalization-weighted index of 500 widely held stocks often used as a proxy for the stock market. It measures the movement of the largest issues.

Standard and Poor's chooses the member companies for the 500 based on market size, liquidity and industry group representation.Russell 1000 Value Market-weighted total return index that measures the performance of companies within the Russell 1000 Index having lower price-to-book ratios and lower forecasted growth values.BarCap US Aggregate Bond Composed of the Barclays Capital Govt/Credit Index, the Mortgage-Backed Securities Index, and the Asset-Backed Securities Index.BarCap US Credit Listed for corporate bond-general and high-quality funds This index tracks the returns of all publicly issued fixed-rate nonconvertible dollar-denominated SEC-registered investment-grade corporate debtBarCap US Credit Listed for corporate bond-general and high-quality funds. This index tracks the returns of all publicly issued, fixed-rate, nonconvertible, dollar-denominated, SEC-registered, investment-grade corporate debt. BarCap US MBS Includes 15- and 30-year fixed-rate securities backed by mortgage pools of the Government National Mortgage Association (GNMA). BarCap US Government Bond Listed for government-bond general and Treasury funds because it tracks the returns of U.S. Treasuries, agency bonds, and one- to three-year U.S. government obligations.

This index is effective for tracking portfolios holding non-mortgage government securities. BarCap US Govt 1-3 Yr Comprised of both the Treasury Bond index (all public obligations of the U.S. Treasury, excluding flower bonds and foreign-targeted issues) and the Agency Bond Index

(all publicly issued debt of U.S. Government agencies and quasi-federal corporations and corporate-debt guaranteed by the U.S. Government).

A benchmark index is not actively managed, does not have a defined investment objective, and does not incur fees or expenses. Therefore, performance of an Index Fund will generally be less than its benchmark index. You cannot invest directly in a benchmark index.


Investment PolicyInvestment Policy Monitoring


Investment Policy MonitoringName Ticker Style

ChangeManager Change

Ownership Change

Style Drift Regulatory Action

Notes:

Oppenheimer Developing Markets Y ODVYX

Artisan International Inv ARTIX

Columbia Small Cap Value Fund II Z NSVAX

Oppenheimer Global Y OGLYX

Franklin Small Cap Growth A FSGRX

American Century Mid Cap Value A ACLAX

American Funds Growth Fund of Amer A AGTHX 1

1. Dylan Yolles ‐ Staying with the company but moving to a different division of Capital Management and Research. Dylan gave up his role on GFA to focus on other strategies. Martin Romo: Newly disclosed PC on the fund. Martin has been managing on the fund for 2 years. Barry Crosthwaite: Newly disclosed PC on the fund. Barry has been managing on the fund for 5 years. Gordy Crawford is still listed as a PC on the fund,however he will be retiring at the end of the month. (November, 2012)2. The style consistency of this fund slipped from medium to low. This fund does not have a market cap constraint and can be expected to be more of a multi‐cap fund with

Artisan Mid Cap Inv ARTMX 8Baron Growth Retail BGRFX

Fidelity Contrafund FCNTX

Pioneer Fundamental Growth Y FUNYX

Perkins Mid Cap Value T JMCVX 6Neuberger Berman Genesis Tr NBGEX

Invesco Growth and Income Y ACGMX 7

some international exposure. (November, 2012)3. This fund shifted from the Morningstar Large Cap Blend Category to the Morningstar World Stock Category. International exposure is currently at 32% of the portfolio. (December 2012)4. Josh Barrickman replacing Gregory Davis as one of the managers on this fund. Kenneth Volpert will remain on the fund. Greg Davis is leaving the bond indexing group the be the CIO of the Asia Pacific Group. Josh Barrickman will assume his role and has over 10 years of bond indexing experience with Vanguard. (February, 2013)

American Funds Invmt Co of America A AIVSX

Dreyfus Intl Stock Index DIISX 5Fidelity Puritan FPURX

Janus Balanced T JABAX

Great-West Moderate Profile I Init MXOPX

Great-West Aggressive Profile I Init MXPPX

Great-West Moderately Agg Profile I Init MXRPX

5. Previous management: Thomas J. Durante,Todd Rose,Richard A. Brown,Karen Q. Wong,Lynn A. Hutchison,Rebecca Gao,Danny Lai,Marlene Walker SmithCurrent management: Thomas J. Durante,Richard A. Brown,Karen Q. Wong. These changes are just clean‐up after merging serveral boutiques within Dreyfus. The people removed are all junior PMs.(March, 2013)6. In a move to add additional resources to this fund, Kevin Preloger was added to the management team of this fund. (April, 2013)7 P i t M J M l J O R d M k L ki ThGreat West Moderately Agg Profile I Init MXRPX

Great-West Moderately Cnsrv Prfl I Init MXTPX

Great-West Conservative Profile I Init MXVPX

Nuveen Tradewinds Value Opportunities I NVORX 3 2JPMorgan High Yield A Load Waived OHYAX

PIMCO Total Return Admin PTRAX

TIAA-CREF Equity Index Instl TIEIX

Vanguard Total Bond Market Index Signal VBTSX 4

7. Previous management: Mary Jayne Maly,James O. Roeder,Mark Laskin,Thomas Bastian,Sergio MarcheliCurrent management: Mary Jayne Maly,James O. Roeder,Thomas Bastian,Sergio Marcheli. Mark Laskin left the firm and INVESCO is not going to add another portfolio manager, but will add another senior analyst to replace his analyst duties. (June, 2013)8. Craigh A. Cepukenas was added as a named manager on this fund. Has been working on the fund since 2009. (October, 2013)

Vanguard Total Bond Market Index Signal VBTSX 4


Glossary


Glossary

G - 1

12b-1 Fee The maximum annual charge deducted from fund assets to pay for distribution and marketing costs. Although usually set on a percentage basis, this amount will occasionally be a flatfigure.

Actively managed fund A fund manager buys and sells securities attempting to outperform the market as a whole.

Adjustable Bonds A bond whose coupon is reset periodically—usually every six months to three years. At the reset date, the coupon is set equal to some base index, such as the one-yearconstant Treasury rate, plus a spread (or margin). When interest rates are falling, these bonds do better than an in-year Treasury, but when interest rates rise, they can lag Treasury yields.

Aggressive Growth (Objective) Funds that seek rapid growth of capital and that may invest in emerging market growth companies without specifying a market capitalization range. They ofteninvest in small or emerging growth companies and are more likely than other funds to invest in IPO's or in companies with high price/earnings and price/book ratios. They may use such investmenttechniques as heavy sector concentrations, leveraging, and short-selling.

Alpha A measure of the difference between a fund’s actual returns and its expected performance, given its level of risk as measured by beta. A positive alpha figure indicates the fund hasperformed better than its beta would predict. In contrast, a negative alpha indicates the fund’s underperformance, given the expectations established by the fund’s beta.

Annual Returns Total returns calculated on a calendar-year basis. The annual return for a fund will be the same as its trailing 12-month total return only at year-end.

Annualized Returns Returns for periods longer than one year are expressed as "annualized returns." This is equivalent to the compound rate of return which, over a certain period of time, wouldproduce a fund’s total return over that same period.

Asset Allocation (Objective) Income and capital appreciation are dual goals for funds in this objective. Managers often use a flexible combination of stocks, bonds, and cash. Managers may shiftassets based on analysis of business-cycle trends.

Average Credit Quality Gives a snapshot of the portfolio’s overall credit quality. It is an average of each bond’s credit rating, adjusted for its relative weighting in the portfolio.

Average Effective Duration A measure of a fund's interest-rate sensitivity--the longer a fund's duration, the more sensitive the fund is to shifts in interest rates. Duration is determined by aformula that includes coupon rates and bond maturities. Small coupons tend to increase duration, while shorter maturities and higher coupons shorten duration. The relationship between fundswith different durations is straightforward: A fund with a duration of 10 years is twice as volatile as a fund with a five-year duration.

Average Effective Maturity Used for taxable fixed-income funds only, this figure takes into consideration all mortgage prepayments, puts, and adjustable coupons; it does not, however, accountfor call provisions. The number listed is a weighted average of all the maturities of the bonds in the portfolio, computed by weighing each maturity date (the date the security comes due) by themarket value of the security.

Balanced (Objective) Funds that seek both income and capital appreciation by investing in a generally fixed combination of stocks and bonds. These funds generally hold a minimum of 25% oftheir assets in fixed-income securities at all times.

Basis Point One-hundredth of a percentage point. For example, 50 basis points equals .50%.

Beta A measure of a fund’s sensitivity to market movements. The beta of the market is 1.00 by definition. Beta is calculated by comparing a fund’s excess return over Treasury bills to themarket's excess return over Treasury bills, so a beta of 1.10 shows that the fund has performed 10% better than its benchmark index in up markets and 10% worse in down markets, assuming allother factors remain constant. Conversely, a beta of 0.85 indicates that the fund’s excess return is expected to perform 15% worse than the market’s excess return during up markets and 15%better during down markets.

Bonds Interest-bearing certificates of indebtedness or IOUs. While bonds' rates of return remain fixed, bond prices change in relation to interest rates — when interest rates go up, bond prices godown, and vice versa. However, bond funds are variable funds and fluctuate with market conditions.

Bond funds Contrary to individual bonds, which offer a guaranteed rate of return, bond funds are variable funds and their returns may rise or fall depending on market conditions. Funds with 70%or more of their assets invested in bonds are classified as Bond Funds. Bond funds are divided into two main groups: Taxable Bond and Municipal Bond. Taxable Bond Fund categories includethe following: Long-Term Government, Intermediate-Term Government, Short-Term Government, Long-Term Bond, Intermediate-Term Bond, Short-Term Bond, Ultrashort-Bond, International-Bond, High-Yield Bond, Emerging-Markets Bond and Multisector Bond.

Breakpoint The investment amount at which investors in a load fund qualify for a discount on the fund’s sales charges.

Glossary

G - 2

Broker A firm or individual that acts as an intermediary between a buyer and a seller of securities, thereby earning a commission on the transaction. Unlike a broker-dealer, a broker does not ownthe securities that he or she sells.

Callable Bond A bond that can be repaid early, at the issuer’s discretion. A callable bond allows an issuer to refinance debt at a lower rate, should interest rates drop below the coupon rate on thebond. If interest rates have dropped significantly since the date of issue, a callable bond will trade as though its maturity were shortened to the call date, which is the earliest time at which the bondcan be redeemed.

Capital Appreciation The taxable income generated when a security is sold. The amount of appreciation is measured by subtracting the purchase price from the sale price.

Capital Gains Taxable income generated only when a security is sold. This figure is calculated by subtracting the purchase price from the sale price. Under IRS regulations, funds must distribute98% of their capital gains each year to avoid paying taxes on them. Shareholders pay taxes on these distributions, even if the gains are reinvested. Further capital gains can be generated byselling shares in a fund for more than the original purchase price.

Capitalization The total dollar value of all stock issued by a company. Small-cap stocks are issued by companies with market cap less than $1 billion. Mid-cap stocks are issued by medium-sizedcompanies with market cap anywhere from $1 billion to $5 billion. Large-cap stocks include companies with market cap greater than $5 billion.

CMOs Collateralized mortgage obligations are derivative securities, created by chopping up mortgage pass-throughs or whole loans into various slices in order to redistribute the cash flows (bothprincipal and interest payments) from the underlying bonds. The CMO group, except for adjustable-rate mortgage funds, includes PACs (planned amortization class bonds), floating- and inverse-floating-rate CMOs, and accrual or Z-tranche bonds, among other varieties.Consumer Price Index (CPI) This index measures the changes in prices of goods and services purchased by urban households. Many pension and employment contracts are tied to changes inconsumer prices, as protection against inflation and reduced purchasing power.

Corporate Bond--General (Objective) Funds that seek income by investing in fixed-income securities. Funds with this objective may hold a variety of issues, including but not limited togovernment bonds, high-quality corporates, mortgages, asset-backeds, bank loans and junk bonds.

Corporate Bond--High Quality (Objective) Offerings that seek income by investing at least 65% of their assets in corporate debt securities rated A or higher. They generally maintain averageratings of AA or better.

Corporate Bond--High Yield (Objective) Funds that seek income by generally investing 65% or more of their assets in bonds rated below BBB. The price of these issues is generally affectedmore by the condition of the issuing company (similar to a stock) than by the interest-rate fluctuation that usually causes bond prices to move up and down.

Current income Results when a stock pays a dividend or a bond makes an interest payment. This is the value of your investment increased. With current income, you get a fairly stable pattern ofincome — which generally means reduced volatility. (Stock dividends must be declared, and are not predictable.)

Diversification Spreading your money over many different types of investments. Contrary to putting all your eggs in one basket, diversification can help protect your savings because when oneinvestment is doing poorly, another may be doing well. This does not guarantee against loss of value in your investments.

Dividends The distribution of earnings to stockholders by a company. Dividends are usually paid out from current earnings.

Domestic equity funds are placed in a category based on the style and size of the stocks they typically own. The style and size parameters are based on the divisions used in the investmentstyle box: Value, Blend, or Growth style and Small, Medium, or Large median market capitalization.

Domestic Hybrid Category Used for funds with stock holdings of greater than 20% but less than 70% of the portfolio.

Dow Jones Industrial Average Computed by summing the prices of the stocks of 30 companies and then dividing that total by an adjusted value--one which has been adjusted over the years toaccount for the effects of stock splits on the prices of the 30 companies. Dividends are reinvested to reflect the actual performance of the underlying securities.

Duration A time measure of a bond’s interest-rate sensitivity, based on the weighted average of the time periods over which a bond’s cash flows accrue to the bondholder. Time periods areweighted by multiplying by the present value of its cash flow divided by the bond’s price. (A bond’s cash flows consist of coupon payments and repayment of capital). A bond’s duration will almostalways be shorter than its maturity, with the exception of zero-coupon bonds, for which maturity and duration are equal.

Equity-Income (Objective) Funds that are expected to pursue current income by investing at least 65% of their assets in dividend-paying equity securities.

Glossary

G - 3

Equity style box is a matrix that shows a fund’s investment style. Nine boxes represent two variables: the size of the companies invested in (small-cap, mid-cap, large-cap), and whether a fund isgrowth, value, or blend oriented. Morningstar recalculates the style of each fund on a monthly basis. The equity style box is shown below (areas are shaded according to risk — the darker thearea, the higher the risk associated with the investment).

Value Blend Growth

1 2 3 Large

4 5 6 Medium

7 8 9 Small

Excess Returns A component found in Morningstar Return, Morningstar Risk, and the Morningstar Rating. This figure is calculated by subtracting the monthly returns of the three-month Treasury-bill from the monthly returns of the fund during the same time period.

Exchange-Traded Funds (ETFs) are not mutual funds in the traditional sense; rather, they are hybrid instruments combining aspects of common stocks and mutual funds and offering many thebenefits of both. ETFs are products that trade like stocks. They mimic stock indexes and are passively managed just like an index fund. Because ETFs trade throughout the day just like a stock,investors have the ability to choose the timing and know the price of the transaction.

Expense Ratio The percentage of fund assets paid for operating expenses and management fees, including 12b-1 fees, administrative fees, and all other asset-based costs incurred by the fund,except brokerage costs. Fund expenses are reflected in the fund’s NAV . Sales charges are not included in the expense ratio.

FHLMC mortgages The Federal Home Loan Mortgage Commission, a federally-sponsored corporation that packages huge pools of individual mortgages and carves these pools up as mortgage-backed securities. This provides diversification, and consequently lower risk for mortgage investors. Although FHLMC securities are not directly backed by the federal government, it is implicitlyrecognized that the government would step in were there a likelihood that they would default.

Fixed-income style box is similar to the equity style box. Fixed income style boxes represent a bond fund’s investment style. A fixed-income style would be the intersection of its duration (short,intermediate, and long) and the quality of the bonds selected for the portfolio (high, medium, low). Listed below is the matrix using the fixed-income style groupings (again, the darker the shading,the higher the risk).

Short Int. Long

1 2 3 High

4 5 6 Medium

7 8 9 Low

Flagship Fund Not to be confused with the Flagship Family of funds, a flagship fund is typically the oldest of a management company’s funds, or one that boasts the largest number of assets.Such funds often bear the management company’s name.

Foreign Stock Category An international fund having no more than 10% of stocks invested in the United States.

Fund of Funds A fund that specializes in buying shares in other mutual funds rather than individual securities. Quite often this type of fund is not discernible from its name alone, but ratherthrough prospectus wording (i.e.: the fund’s charter).

Geometric Mean Return A compounded and annualized rate of return.

GNMA mortgages These are mortgage pass-through securities issued by the Government National Mortgage Association. These bonds are backed by the full faith and credit of the U.S.government.

Government Bond--General (Objective) Offerings that pursue income by investing in a combination of mortgage-backed securities, Treasuries, and agency securities.

Glossary

G - 4

Government Bond--Mortgage (Objective) Funds that seek income by generally investing at least 65% of their assets in securities backed by mortgages, such as securities issued by theGovernment National Mortgage Association (GNMA), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC).

Government Bond--Treasury (Objective) Treasury funds that seek income by generally investing at least 80% of their assets in U.S. Treasury securities.

Growth (Objective) Funds that pursue capital appreciation by investing primarily in equity securities. Current income, if considered at all, is a secondary concern.

Growth and Income (Objective) Growth of capital and current income are near-equal objectives for these funds. Investments are typically selected for both appreciation potential and dividend-paying ability.

Guaranteed Certificate Fund All money deposited into a certificate during a "deposit period" earns a guaranteed rate of return, credited daily until maturity. Backed by the general assets of thecertificate issuer.

High-Yield Bond Category A fund with at least 65% or more of bond assets in bonds rated below BBB.

Index Fund A fund that tracks a particular index and attempts to match returns. While an index typically has a much larger portfolio than a mutual fund, the fund’s management may study theindex’s movements to develop a representative sampling, and match sectors proportionately.

Individual Retirement Account (IRA) A personal retirement plan. Taxes on earnings are deferred until money from the account is withdrawn.

Industrial Cyclicals Sector Includes aerospace and aerospace industries, building supplies, industrial-building products, business equipment, chemicals, machinery (both light and industrial),metals fabrication (iron, steel, coal, and rare metals), paper and packaging, and photo equipment. Some examples of companies in this sector include Boeing, Canon, Caterpillar, Eastman Kodak,Georgia Pacific, Potash, and Sherwin-Williams.

Information Ratio The information ratio is a measure of the consistency of excess return. This value is determined by taking the annualized excess return over a benchmark (style benchmark bydefault) and dividing it by the standard deviation of excess return.

Institutional Fund Any fund that meets one of the following qualifications:a) has the word "institutional" in its name.

b) has a minimum initial purchase of $100,000 or more.

c) states in its prospectus that it is designed for institutional investors or those purchasing on a fiduciary basis.

International Equity Funds with 40% or more of their equity holdings in foreign stocks (on average over three years) are placed in the international equity class. These categories include Europe,Japan, International Hybrid, Latin America, Diversified Pacific, Pacific ex. Japan, Specialty Precious Metals, Diversified Emerging Markets, World Stock, and Foreign Stock. Foreign investmentsinvolve special risks, including currency fluctuations and political developments.

Lehman Brothers 1-3 Year Government Bond Comprised of both the Treasury Bond index (all public obligations of the U.S. Treasury, excluding flower bonds and foreign-targeted issues) andthe Agency Bond Index (all publicly issued debt of U.S. Government agencies and quasi-federal corporations and corporate-debt guaranteed by the U.S. Government). These bonds also musthave maturities of one to three years. The returns published for the index are total returns, which include reinvestment of dividends.

Lehman Brothers Aggregate Index Composed of the Lehman Brothers Govt/Credit Index, the Mortgage-Backed Securities Index, and the Asset-Backed Securities Index. The returns publishedfor the index are total returns, which include reinvestment of dividends.

Lehman Brothers Credit Listed for corporate bond-general and high-quality funds. This index tracks the returns of all publicly issued, fixed-rate, nonconvertible, dollar-denominated, SEC-registered, investment-grade corporate debt. The returns published for the index are total returns, which include reinvestment of dividends.

Lehman Brothers Government Bond Index Listed for government-bond general and Treasury funds. Because it tracks the returns of U.S. Treasuries, agency bonds, and one- to three-year U.S.government obligations, this index is effective for tracking portfolios holding non-mortgage government securities. The returns published for the index are total returns, which include reinvestmentof dividends.

Lehman Brothers Govt/Credit Represents a combination of the Government and Corporate Bond indices. The returns published for the index are total returns, which include reinvestment ofdividends. For more information, view the Lehman Brothers Web site or call 212-526-1000.

Glossary

G - 5

Lehman Brothers Intermediate Government Index Includes those indexes found in the LB Government Index which have a maturity of one to three years. The returns published for the indexare total returns, which include reinvestment of dividends.

Lehman Brothers Intermediate Government/Corporate Index Includes both corporate (publicly-issued, fixed-rate, nonconvertible, investment grade, dollar-denominated, SEC-registered,corporate dept.) and government (Treasury Bond index, Agency Bond index, 1-3 Year Government index, and the 20+-Year treasury) indexes, including bonds with maturities up to ten years. Thereturns published for the index are total returns, which include reinvestment of dividends.

Lehman Brothers Intermediate Treasury This index includes treasury bonds with maturates of at least one year and up to 10 years with an outstanding par value of at least 100 million. Theyinclude fixed-rate debt issues, rated investment grade or higher by Moody’s Investor Services, Standard & Poor’s Corporation, or Fitch Investor’s Service (in that order). Treasuries include allpublic obligations of the U.S. Treasury, excluding flower bonds and foreign-targeted issues. The returns published for the index are total returns, which include reinvestment of dividends.

Lehman Brothers Long Credit Serves as a measure of all public-issued nonconvertible investment-grade corporate debts that have a maturity of 10 years or more. The returns published for theindex are total returns, which include reinvestment of dividends.

Lehman Brothers Long Term Government Index Includes those indexes found in the LB Government index which have a maturity of 10 years or more. The returns published for the index aretotal returns, which include reinvestment of dividends.

Lehman Brothers Mortgage-Backed Securities Includes 15- and 30-year fixed-rate securities backed by mortgage pools of the Government National Mortgage Association (GNMA). The returnspublished for the index are total returns, which include reinvestment of dividends.

Life Cycle These funds are geared toward investors of a certain age or with a specific time horizon for investing. Typically they are grouped together in sets (i.e. conservative, moderate, andaggressive portfolios).

Linear Scale Linear graphs are scaled so that equal vertical distances represent the same absolute dollar value change. A drop from $10,000 to $9,000, for example, is represented in the sameway as a drop from $100,000 to $99,000.

Logarithmic Scale Used for graphs, a scale that reveals percentage changes. A given percentage move takes up the same amount of space as another move of equal percentage. A changefrom 100 to 200, for example, is presented in the same way as a change from 1000 to 2000.

Maturity Short-term bonds mature (or come due) in less than four years. Intermediate-term bonds mature in four to ten years. Long-term bonds mature more than ten years from the date ofpurchase. The longer the term, the higher the risk and the rate of potential return.

Management Fees The management fee is the percentage deducted from fund assets to pay an advisor or subadvisor. Often, as the fund's net assets grow, the percentage deducted formanagement fees decreases. For example, a particular fund may report a management fee of 0.40% on the first $500 million in assets, 0.35% on all assets between $500 million and $1 billion,and 0.30% on assets in excess of $1 billion. Thus, if the fund contains $1.5 billion in total net assets, the advisor scales back its management fees accordingly. Alternatively, the fund may computethe fee as a flat percentage of average net assets. The management fee might also come in the form of a group fee (G), a performance fee (P), or a gross income fee (I). Note: The managementfee is just one (albeit a major) component of a fund's costs. The overall expense ratio is the most useful number for investors. Actual fees are also noted in this section.

Market-Neutral Funds These are funds that attempt to eliminate the risks of the market by holding 50% of assets in long positions in stocks and 50% of assets in short positions. Funds in thisgroup match the characteristics of their long and short portfolios, keeping factors such as price-to-earnings and industry exposure similar. Stock picking, rather than broad market moves, shoulddrive a market-neutral fund's performance.

Median Market Capitalization The median market capitalization of a fund's equity portfolio gives you a measure of the size of the companies in which the fund invests. It is the trimmed mean ofthe market capitalizations of the stocks in the fund’s portfolio.

Modern Portfolio Theory (MPT) Statistics Alpha, beta, and R-squared are modern-portfolio-theory measures of a fund’s relative risk, based on least-squares regression of a fund’s excessreturns on the excess returns of a market index. Standard deviation is not considered an MPT statistic because it is not generated through the same formula or mathematical analysis as the otherthree statistics.

Money market funds Best described as short-term versions of bonds. These relatively low-risk variable funds hold very short-term securities such as U.S. government securities, certificates ofdeposit, cash and cash equivalents. Investments in Money Market funds are neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency.Although they seek to preserve the value of your investment at $1 per share, it is possible to lose money in Money Market funds.

Glossary

G - 6

Morley Stable Value Index A hypothetical portfolio comprised of a weighted blend of 50% five-year stable value contracts, 30% three-year stable value contracts and 20% 30-day primecommercial paper. The five-year component consists of 60 hypothetical five-year stable value contracts, one purchased at the prior month end's illustrative rate at the beginnning of each monthfor the prior 60 months. The three-year component consists of 36 hypothetical three-year stable value contracts, one purchased at the prior month end's illustrative rate at the beginnning of eachmonth for the prior 36 months.

Morningstar was founded in 1984 to provide investors with useful information for making intelligent, informed investment decisions. The company’s first product, originally named the Mutual FundSourcebook, proved to be innovative in its ability to tap into an underserved market. Soon a demand grew for an even more in-depth and analytical publication, leading to the launch of MorningstarMutual Funds in late 1986.

Morningstar Category identifies funds based on their actual investment styles as measured by their underlying portfolio holdings (portfolio statistics and compositions over the past three years). Ifthe fund is new and has no portfolio, we estimate where it will fall before assigning a more permanent category. When necessary, we may change a category assignment based on currentinformation.

MSCI EAFE Ndtr_D Listed for foreign stock funds (EAFE refers to Europe, Australasia, and Far East). Widely accepted as a benchmark for international stock performance, the EAFE Index is anaggregate of 21 individual country indexes that collectively represent many of the major markets of the world. Ndtr_D indexes are calculated daily and take into account actual dividends reinvesteddaily before withholding taxes, but exclude special tax credits declared by companies. In addition, Ndtr_D indexes subtract withholding taxes retained at the source, for foreigners who do notbenefit from a double taxation treaty. The returns published for the index are total returns, which include reinvestment of dividends.

MSCI Europe Ndtr_D Listed for Europe stock funds. This index measures the performance of stock markets in Austria, Belgium, Denmark, Finland, France, Germany, Italy, the Netherlands,Norway, Spain, Sweden, Switzerland, Ireland, Portugal, and the United Kingdom. Total returns date back to December 1981. Ndtr_D indexes are calculated daily and take into account actualdividends reinvested daily before withholding taxes, but exclude special tax credits declared by companies. In addition, Ndtr_D indexes subtract withholding taxes retained at the source, forforeigners who do not benefit from a double taxation treaty.

MSCI Pacific Ndtr_D Formerly known as MS Pacific, this index is listed for Pacific stock funds and measures the performance of stock markets in Australia, Hong Kong, Japan, New Zealand, andSingapore, and Malaysia. Ndtr_D indexes are calculated daily and take into account actual dividends reinvested daily before withholding taxes, but exclude special tax credits declared bycompanies. In addition, Ndtr_D indexes subtract withholding taxes retained at the source, for foreigners who do not benefit from a double taxation treaty. The returns we publish for the index aretotal returns, which include reinvestment of dividends.

MSCI World Ndtr_D Includes all 23 MSCI developed market countries. Ndtr_D indexes are calculated daily and take into account actual dividends reinvested daily before withholding taxes, butexclude special tax credits declared by companies. In addition, Ndtr_D indexes subtract withholding taxes retained at the source, for foreigners who do not benefit from a double taxation treaty.

Mutual fund An investment option that pools money from many shareholders and invests it in a group of stocks, bonds, or other securities. Also known as an open-end investment managementcompany, mutual funds are securities required to be registered with the SEC.

NASD (National Association of Securities Dealers) A self-regulatory organization for the securities industry with jurisdiction over certain broker-dealers. The NASD enforces broker-dealers’compliance with securities regulations, including the requirement that they maintain sufficient levels of net operating capital. It also conducts market surveillance of the over-the-counter (OTC)securities market.

NAV Stands for net asset value, which is the fund’s share price. Funds compute this value by dividing the total net assets by the total number of shares.

NASDAQ Composite Index Measures the performance of all issues listed in the NASDAQ Stock Market, except for rights, warrants, units, and convertible debentures.

Net Assets The month-end net assets of the mutual fund, recorded in millions of dollars. Net-asset figures are useful in gauging a fund’s size, agility, and popularity. They help determine whethera small company fund, for example, can remain in its investment-objective category if its asset base reaches an ungainly size.

Ndtr_D: Noted for various Morgan Stanley indexes, Ndtr_D indicates that the index is listed in US dollars, with net dividends reinvested. Ndtr_D indexes take into account actual dividends beforewithholding taxes, but excludes special tax credits declared by companies. In addition, Ndtr_D indexes subtract withholding taxes retained at the source, for foreigners who do not benefit from adouble taxation treaty.

NYSE (New York Stock Exchange Composite) Serves as a comprehensive measure of the market trend for the benefit of investors who are concerned with general stock market price movements.The index is a composite of all common stocks listed on the NYSE and four sub-groups--Industrial, Transportation, Utility, and Finance.

Options/Futures/Warrants Options and futures may be used speculatively, to leverage a portfolio, or cautiously, as a hedge against risk.

Glossary

G - 7

OTC (over the counter) A name for a security that is not listed on an exchange. The OTC is the major trading market for all US bonds, as well as many small- and large-capitalization stocks.Whereas non-OTC stocks trade on the floor of actual stock exchanges, OTC issues are traded via telephone and computer networks connecting dealers in stocks and bonds. The dealer may ormay not be a member of a securities exchange, but he or she must be a member of the NASD.

Price/Book Ratio The weighted average of the price/book ratios of all the stocks in a fund’s portfolio. The P/B ratio of a company is calculated by dividing the market price of its stock by thecompany’s per-share book value. Stocks with negative book values are excluded from this calculation. In theory, a high P/B ratio indicates that the price of the stock exceeds the actual worth ofthe company's assets, while a low P/B ratio indicates that the stock is a bargain.

Price/Earnings Ratio The weighted average of the price/earnings ratios of the stocks in a fund’s portfolio. The P/E ratio of a stock is calculated by dividing the current price of the stock by itstrailing 12 months’ earnings per share. In computing the average, Morningstar weights each portfolio holding by the percentage of equity assets it represents, so that larger positions haveproportionately greater influence on the fund’s final P/E.

Price/Cash Flow This represents the weighted average of the price/cash-flow ratios of the stocks in a fund's portfolio. Price/cash-flow represents the amount an investor is willing to pay for adollar generated from a particular company's operations. Price/cash-flow shows the ability of a business to generate cash and acts as a gauge of liquidity and solvency. Because accountingconventions differ among nations, reported earnings (and P/E ratios) may not be comparable across national boundaries. Price/cash-flow attempts to provide an internationally-standard measureof a firm's stock price relative to its financial performance.

Prospectus A fund's formal written statement, generally issued on an annual basis. In this statement the fund sets forth its proposed purposes and goals, and other facts (e.g.: history andinvestment objective) that an investor should know in order to make an informed decision.

Prospectus Objective Indicates a particular fund’s investment goals, based on the wording in a fund's prospectus.

R-Squared Reflects the percentage of a fund’s movements that can be explained by movements in its benchmark index. An R-squared of 100 indicates that all movements of a fund can beexplained by movements in the index. Thus, index funds that invest only in S&P 500 stocks will have an R-squared very close to 100. Conversely, a low R-squared indicates that very few of thefund’s movements can be explained by movements in its benchmark index. An R-squared measure of 35, for example, means that only 35% of the fund’s movements can be explained bymovements in the benchmark index.

Regression A mathematical tool used to study the way that two sets of numbers interact with each other. Regression measures how much of one number's changes might be caused by or linkedto how much another number changes.

Returns Based Style Analysis In 1988, William F. Sharpe, Nobel Laureate and Professor of Finance at Stanford University, wrote an article for the Investment Analyst Review entitled"Determining a Fund's Effective Asset Mix". In this article, he demonstrated that a manager's style could be determined by analyzing portfolio returns, as opposed to holdings. This was donemathematically by comparing the manager's returns to the returns of a number of style indexes. This discovery revolutionized style and performance analysis and provided the basis for theStyleADVISOR suite of software.

Since its debut in 1993, StyleADVISOR has been the style analysis package of choice for the large institutional marketplace. Our client list has grown to include over 250 plan sponsors,consultants, and money managers. They use StyleADVISOR to determine, for themselves, using only monthly or quarterly returns, the style and consistency of managers and funds. They createcustom style benchmarks, do performance, risk-return, upside downside market capture analyses, manager to peer universe comparisons, asset allocation, and much more. StyleADVISOR alsoenables them to perform manager searches, create custom universes, evaluate competitors, and monitor aggregate portfolios.

Risk Basically there are four types of risk: 1) inflation risk means your money may not earn enough in the long run because as prices go up the value of your money goes down; 2) market riskmeans you could lose money because the price of a stock may go down; 3) credit risk means a company or organization that borrowed your money may not be able to pay it back; and 4) interestrate risk means you could lose money because as interest rates go up the value of bond investments goes down.

Risk-Free Rate of Return Three-month T-bills are government-backed short-term investments considered to be risk-free and as good as cash because the maturity is only three months.

Risk/Return Graph The Manager Risk/Return Graph displays the risk/return characteristics of a manager and compares them to a benchmark, universe or other managers. It plots Return on thevertical axis and a Risk Statistic on the horizontal axis.

The chart has crosshairs that provide a basis for comparison by dividing the graph into four quadrants. The crosshairs are centered at either the Market Benchmark, the Style Benchmark or themedian of the Universe, depending on the options you select. A relatively aggressive manager, for example, is likely to fall in the Northeast corner relative to the crosshairs centered at theuniverse median, with both more risk and more return.

Glossary

G - 8

Russell 1000 Consists of the 1000 largest companies within the Russell 3000 index. Also known as the Market-Oriented Index, because it represents the group of stocks from which most activemoney managers choose. The returns published for the index are total returns, which include reinvestment of dividends.

Russell 1000 Growth Market-capitalization weighted index of those firms in the Russell 1000 with higher price-to-book ratios and higher forecasted growth values. The Russell 1000 includes thelargest 1000 firms in the Russell 3000, which represents approximately 98% of the investable US equity market.

Russell 1000 Value Market-capitalization weighted index of those firms in the Russell 1000 with lower price-to-book ratios and lower forecasted growth values. The Russell 1000 includes thelargest 1000 firms in the Russell 3000, which represents approximately 98% of the investable US equity market.

Russell 2000 Consists of the smallest 2000 companies in the Russell 3000 Index, representing approximately 7% of the Russell 3000 total market capitalization. The returns published for theindex are total returns, which include reinvestment of dividends.

Russell 2000 Growth Market-weighted total return index that measures the performance of companies within the Russell 2000 Index having higher price-to-book ratios and higher forecastedgrowth values. The Russell 2000 Index includes the 2000 firms from the Russell 3000 Index with the smallest market capitalizations. The Russell 3000 Index represents 98% of the of theinvestable US equity market.

Russell 2000 Value Market-weighted total return index that measures the performance of companies within the Russell 2000 Index having lower price-to-book ratios and lower forecasted growthvalues. The Russell 2000 Index includes the 2000 firms from the Russell 3000 Index with the smallest market capitalizations. The Russell 3000 Index represents 98% of the of the investable USequity market.

Russell 3000 Composed of the 3000 largest U.S. companies by market capitalization, representing approximately 98% of the U.S. equity market. The returns published for the index are totalreturns, which include reinvestment of dividends.

S&P 500/BARRA Growth Index A subset of the Standard & Poor's 500 Index®. Each year, all the stocks in the S&P 500® are classified as either growth or value. The stocks classified as growthmake up the S&P 500/BARRA Growth Index. In general, growth companies tend to have high price-to-earnings (P/E) ratios, low dividend yields, and above-average earnings growth rates.

S&P 500/BARRA Value Index A subset of the Standard & Poor's 500 Index®. Each year, all the stocks in the S&P 500® are classified as either growth or value. The stocks classified as valuemake up the S&P 500/BARRA Value Index. In general, value companies tend to have low P/E ratios, high dividend yields, and below-average earnings growth rates.

S&P 400 MidCap Index The S&P 400 MidCap Index consists of 400 U.S. companies that have market capitalization from $1 billion to $5 billion. The index includes approximately 312 industrialcompanies, 10 transportation companies, 41 utilities, and 37 financial companies.

S&P 500 Index® Standard & Poor's 500 Index® is a benchmark for the United States stock market. It's a list of the 500 largest publicly traded companies, which include 400 industrial companies,20 transportation companies, 40 utilities, and 40 financial companies.

S&P Small Cap 600 Index The Standard & Poor's SmallCap 600 Index consists of 600 U.S. companies that have market capitalization less than $1 billion. The index includes approximately 499industrial companies, 18 transportation companies, 27 utilities, and 56 financial companies. Equity securities of companies with small market capitalization may be more volatile than securities oflarger, more established companies.

SEC Yield A calculation based on a 30-day period ending on the last of the previous month. It is computed by dividing the net investment income per share earned during the period by themaximum offering price per share on the last day of the period.

Share Classes Shares of the same fund that offer different shareholder rights and obligations, such as different fee and load charges. Common share classes are A (front-end load), B (deferredfees), C (no sales charge and a relatively high annual 12b-1 fee, such as 1.00%). Multi-class funds hold the same investment portfolio for all classes, and differ only in their surrounding feestructure.

Sharpe Ratio A risk-adjusted measure developed by Nobel Laureate William Sharpe. It is calculated by using standard deviation and excess return to determine reward per unit of risk. The higherthe Sharpe Ratio, the better the fund’s historical risk-adjusted performance. The Sharpe ratio is calculated for the past 36-month period by dividing a fund’s annualized excess returns by itsannualized standard deviation.

Glossary

G - 9

Socially Conscious Any fund that invests according to non-economic guidelines. Such funds may make investments based on such issues as environmental responsibility, human rights, orreligious views. A socially conscious fund may take a pro-active stance by selectively investing in, for example, environmentally-friendly companies, or firms with good employee relations. Thisgroup also includes funds that avoid investing in companies involved in promoting alcohol, tobacco, or gambling, or in the defense industry.

Standard Deviation A statistical measurement of dispersion about an average, which, for a mutual fund, depicts how widely the returns varied over a certain period of time. Investors use thestandard deviation of historical performance to try to predict the range of returns that are most likely for a given fund. When a fund has a high standard deviation, the predicted range ofperformance is wide, implying greater volatility.

Stocks Ownership in a company. Stocks are sold by the company and then bought/sold among investors. Risks involved include the company not performing up to expectations or that the price ofyour stock will fall.

Style Benchmark The concept of the style benchmark was first introduced by Nobel Laureate William F. Sharpe in 1988 and referred to as the "Effective Asset Mix". A quadratic optimizer is usedto find a combination of the selected indices that would best track (have the highest correlation to) a given return series. For example, if a domestic equity manager optimization found that aweighted composite of 20% Russell Large Value, 10% Russell Large Growth, 60% Russell Small Value, 5% Russell Small Growth, and 5% T-bills had a 92% R-squared to that manager's returns,it could be said that 92% of this manager's performance may be attributed to his "style". The remaining 8% is unexplained variance due to stock selection, etc.

Tax-deferred earnings You don't have to pay taxes on any earnings in your 401(k) until you withdraw your money. The money in a 401(k) can grow faster than with other types of savings plans,because the earnings you accumulate, if any, are also tax-deferred.

Treynor Ratio The Treynor Ratio is a measure of performance per unit of market risk. It is the portfolio's excess return over the risk-free rate divided by the portfolio's beta to the selectedbenchmark. Also known as the Reward to Volatility Ratio.

Turnover Ratio The turnover rate of a fund is a decent proxy for how frequently a manager trades his or her portfolio. The inverse of a fund's turnover ratio is the average holding period for asecurity in that fund. If a fund consistently showed a 20% turnover ratio, for example, it would suggest that--on average--that fund holds a security for five years before selling it. A fund with a200% turnover ratio pretty much changes its portfolio wholesale every six months.

Upside / Downside Market Capture Graph StyleADVISOR's Upside / Downside Market Capture graph displays the percentage of benchmark movement captured by a manager in both up anddown markets. The graph plots the manager's upside capture ratio (vertical axis) against the downside capture ratio (horizontal axis). The capture ratio is the manager's return divided by thebenchmark's return, or the percentage of the benchmark’s return that was “captured” by the manager. The Upside capture ratio is computed for periods when the market has a positive return.The Downside capture ratio is computed for periods when the market has a negative return.

Variable funds Investments that fluctuate with market conditions. Unlike guaranteed investments, such as bonds or CDs, variable funds don't guarantee a specific rate of return. They do offerpotential for higher earnings in return for higher degree of market risk.

Wilshire 4500 Listed for small-company funds, measures the performance of all U.S. common equity securities excluding the stocks in the S&P 500. The returns published for the index are totalreturns, which include reinvestment of dividends.

Wilshire 5000 Measures the performance of all U.S. common equity securities, and so serves as an index of all stock trades in the United States. The returns published for the index are totalreturns, which include reinvestment of dividends.

World Stock Category An international fund having more than 10% of stocks invested in the US. Also known as global funds. Foreign Investments involve special risks, including currencyfluctuations and political developments.

1996-2001. Morningstar, Inc. All Rights Reserved. The information, data, analyses and opinions contained herein (1) include the confidential and proprietary information of Morningstar, Inc., (2)may not be copied or redistributed, (3) do not constitute investment advice offered by Morningstar, Inc., (4) are provided solely for information purposes and (5) are not warrented to be correct,complete or accurate. Morningstar, Inc. shall not be responsible for any trading decisions, damages or other losses resulting from or related to, this information, data, analyses or opinions or theiruse.

Gwinnett County

October 1, 2012 to September 30, 2013 Executive Summary

July 2013

RETIREMENT SERVICES

Agenda…

• Outstanding from previous RPMC meeting (8/22/13)– Staff meeting to discuss benchmarking g g

_______________________________________________________________

• Updates for current RPMC meeting (11/21/13)– September 30 2013 Plan ReviewSeptember 30, 2013 Plan Review– Gwinnett referenced as case study at GGFOA by UGA

professor, Dr. Paula StanfordPlan Benchmarking– Plan Benchmarking

____________________________________________________________________

• Legislative / Regulatory Updates“T 457(b) IRS A dit I ” bi A t 2013– “Top 457(b) IRS Audit Issues” webinar August 2013

– “Am I a Fiduciary?” webinar September 2013– “The New Look of Retirement” webinar October 2013

Best Practices and Industry TrendsI l t dImplemented DC Plan Survey Results

March 31, 2013*Yes NoConsolidated RecordKeeping X Best PracticeOpen Architecture X Best PracticeOpen Architecture X Best PracticeAuto Enrollment X (401 a) 27%Auto Increase X 27%Qualified Default Investment Alternative (QDIA) X 72%Employer Match X 40%Roth 457 X 32%Loans** X 92%**I Ad i S i **Investment Advisory Services** X 64%Self‐Directed Brokerage X 89%Fee Disclosure & Transparency X 57%DB & DC Integration X 35% no coordinationDB & DC Integration X 35% no coordination

Behavior-Based Education X 26% offering income projections

Lifetime Income X 26%*136 governmental defined contribution plans with a total of $103.3 b, 89 - 457b, 12 - 401k, 29 - 401a, 6 - 403b.** Statistics from 2013 Plan Sponsor Defined Contribution Survey – 627 Large plans defined as $200 m - $1 B in size.

Plan Overview (in millions)September 30, 2013September 30, 2013

Assets at Sept 30, 2013 $249.28Plan assets were $249.28 million as of September 30, 2013

Less assets at Sept 30, 2012 $213.44

Asset change for the year $35.84

Plan assets were $249.28 million as of September 30, 2013

Plan assets grew $35.84 million (16.8%) from October 1, Asset change for the year $35.84

Contributions for the year $23.95

2012 to September 30, 2013

Contributions were $23.95 million since October 1, 2012

Less distributions for the year ($16.67)

Net investment gain for the year

$28.56As of September 30, 2013, there were 8,410 participants

yea

Asset change for the year $35.84

Assets Distribution

Active Participants: 401(a) 457(b) Total

Asset Distribution by Plan

9/30/2012 3,231 4,681 7,912

9/30/2013 3,501 4,909 8,410

Average Account Balance perAverage Account Balance per Participant: 401(a) 457(b) Total

9/30/2012 $32,192 $23,377 $26,977

9/30/2013 $35,179 $25,692 $29,6419/30/2013 $35,179 $25,692 $29,641

Average Number of Investment Options per Participant: 401(a) 457(b) Total

9/30/2012 5.4 4.6 4.9

9/30/2013 6.3 5.4 5.8

Asset ContributionA t C t ib ti b Pl

401(a) Benchmark* 457(b) Benchmark* Total Benchmark*

Contributing Participants:

Asset Contribution by Plan

9/30/2012 2,598/100% 44% 3,326/75% 26% 5,924/89% 34%

9/30/2013 2,791/100% 52% 3,472/77% 23% 6,263/86% 26%

Average Contributions per Participant: 401(a) 457(b) Total Benchmark*

9/30/2012 $4,798 $2,354 $3,426 $4,334

6/30/2013 $4,984 $2,890 $3,823 $4,219$ , $ , $ , $ ,

Average Number of Investment Options per Participant 401(a) Benchmark** 457(b) Benchmark** Total Benchmark**

9/30/2012 8.5 4.0 7.1 4.0 7.7 4.0

9/30/2013 8.9 4.0 7.5 4.0 8.2 4.0

*NAGDCA DC Plan Survey 2012 84 governmental defined contribution plans with a total of $88 b 55-457b 13-401k 13-401a 3-403b;NAGDCA DC Plan Survey. 2012 84 governmental defined contribution plans with a total of $88 b, 55 457b, 13 401k, 13 401a, 3 403b; 2013 136 governmental defined contribution plans with a total of $103.3 b, 89- 57b, 12- 01k, 29-401a, 6-403b.** Statistics from 2013 Plan Sponsor Defined Contribution Survey – 627 Large plans defined as $200 m - $1 B in size.

Assets by Asset Class

$75.94

$60 0

$80.0

$100.0

milli

ons)

$47.97 $45.31

$26.10 $24.66

$9.72 $8.08 $7.19 $4.31

$20.0

$40.0

$60.0

Dolla

r Am

ount

(in

$ 3$-

30.5%9.9%3.9%3.2% 2.9% 1.7%

Fixed

Large Cap

Fund of Funds

Mid Cap

19.2%18.2%

10.5%

Mid Cap

International

Bond

Small Cap

Money Market

6

Balanced

Contribution History

$25.0

$30.0

23.95

$20.0

$25.0

Mill

ions

) 20.3020.6820.07

21.67

$10 0

$15.0

r Am

ount

(in

M

$5.0

$10.0

Dol

lar

$0.09/30/2009 9/30/2010 9/30/2011 9/30/2012 9/30/2013

457(b) Plan 10.01 8.00 7.81 7.83 10.04

12

401(a) Plan 11.66 12.07 12.87 12.47 13.91

Percentage of Contributions by Asset Class

Fund of Small Mid LargeFunds Internat'l Cap Cap Cap Balanced Bond Fixed

10/1/2008 to 9/30/2009 34.2% 9.9% 3.2% 5.2% 12.6% 2.1% 3.1% 29.6%10/1/2009 to 9/30/2010 32.2% 12.0% 3.8% 6.9% 13.3% 1.8% 3.7% 26.3%

401(a) Plan

10/1/2009 to 9/30/2010 32.2% 12.0% 3.8% 6.9% 13.3% 1.8% 3.7% 26.3%10/1/2010 to 9/30/2011 28.4% 14.2% 5.8% 10.7% 12.7% 1.4% 3.4% 23.4%10/1/2011 to 9/30/2012 27.2% 15.8% 4.1% 13.7% 12.5% 1.5% 2.6% 22.5%10/1/2012 to 9/30/2013 22.9% 17.7% 3.0% 16.2% 15.2% 1.2% 3.9% 19.9%

Fund of Small Mid LargeFunds Internat'l Cap Cap Cap Balanced Bond Fixed

10/1/2008 to 9/30/2009 11.6% 8.2% 3.8% 7.0% 21.2% 1.8% 2.7% 43.6%10/1/2009 to 9/30/2010 16.0% 10.9% 4.4% 8.5% 21.7% 1.6% 3.7% 33.2%10/1/2010 to 9/30/2011 14.9% 12.2% 5.9% 10.7% 19.5% 1.6% 3.5% 31.8%

457(b) Plan

10/1/2011 to 9/30/2012 16.5% 12.6% 5.0% 12.3% 17.9% 1.4% 3.2% 31.2%10/1/2012 to 9/30/2013 15.2% 14.6% 3.3% 14.2% 22.3% 1.1% 5.0% 24.3%

Fund of Small Mid LargeFunds Internat'l Cap Cap Cap Balanced Bond FixedCombined Funds Internat l Cap Cap Cap Balanced Bond Fixed

10/1/2008 to 9/30/2009 23.8% 9.1% 3.5% 6.0% 16.6% 2.0% 2.9% 36.1%10/1/2009 to 9/30/2010 25.8% 11.5% 4.1% 7.5% 16.7% 1.7% 3.7% 29.0%10/1/2010 to 9/30/2011 23.3% 13.5% 5.8% 10.7% 15.2% 1.5% 3.4% 26.5%10/1/2011 to 9/30/2012 23.1% 14.6% 4.5% 13.2% 14.6% 1.5% 2.8% 25.9%10/1/2012 to 9/30/2013 19 6% 16 4% 3 1% 15 4% 18 2% 1 2% 4 4% 21 8%

14

10/1/2012 to 9/30/2013 19.6% 16.4% 3.1% 15.4% 18.2% 1.2% 4.4% 21.8%

Internet Statistics – Combined

Category Total Pct Total PctAccount And Certificates Overview 6,879 5.6% 30,678 18.4%Allocation And Asset Allocation 2,478 2.0% 3,422 2.0%Disbursement Summary 2,959 2.4% 3,597 2.2%Fund Overview And Prospectus 309 0.3% 2,178 1.3%Address Change 81 0.1% 52 0.0%Allocation 549 0.4% 512 0.3%Beneficiaries 462 0 4% 422 0 3%

Plan Totals10/1/2011 to 9/30/2012 10/1/2012 to 9/30/2013

Beneficiaries 462 0.4% 422 0.3%Change Passcode 1,530 1.2% 1,294 0.8%Deferral 623 0.5% 747 0.4%Disbursement Summary 2,959 2.4% 3,597 2.2%Dollar Cost Avg - 0.0% 3 0.0%Elec Filing Cabinet 148 0.1% 448 0.3%Email Address 550 0.4% 833 0.5%Fund To Fund Trf 792 0.6% 880 0.5%Indic Data 273 0.2% 610 0.4%Inq Acct Bal 9,959 8.1% 6,450 3.9%Inq Acct Sum 5,150 4.2% 2,373 1.4%Inq Alloc 2,298 1.9% 1,387 0.8%Inq Asset Alloc 1,496 1.2% 893 0.5%Inq Asset Alloc Comparison 1,233 1.0% 745 0.4%Inq Bal Comparison 5,955 4.8% 4,184 2.5%Inq Bal History 6,768 5.5% 6,224 3.7%Inq Bene 2,836 2.3% 2,567 1.5%Inq Dfrl 2,349 1.9% 3,312 2.0%Inq Elec Stmts 1,975 1.6% 1,086 0.6%Inq Fund Overview 1,682 1.4% 1,627 1.0%Inq Fund Prospectus 275 0.2% 423 0.3%Inq F nd Ret rns 1 536 1 2% 2 400 1 4%Inq Fund Returns 1,536 1.2% 2,400 1.4%Inq Funds Trnd 1,331 1.1% 1,763 1.1%Inq Loan Sum 5,357 4.3% 4,766 2.9%Inq Managed Account-Ibbotson 148 0.1% 122 0.1%Inq O/L Forms 2,487 2.0% 1,941 1.2%Inq Online Prospectus 358 0.3% 179 0.1%Inq Per Rate Return 17,483 14.2% 13,609 8.1%Inq Rates 544 0.4% 632 0.4%Inq Stmt On Demand 5,058 4.1% 2,269 1.4%Inq Tran Hist 15,358 12.5% 39,779 23.8%Inq Trfs - Comp/Pend/Perd 1,386 1.1% 1,840 1.1%q p , ,Inq Uval 2,672 2.2% 3,599 2.2%Inquire Address 2,001 1.6% 2,023 1.2%Loan Request 249 0.2% 259 0.2%Online Enrollment 46 0.0% 53 0.0%Order Passcode 231 0.2% 336 0.2%Rebalancer 256 0.2% 198 0.1%Registration 1,479 1.2% 3,515 2.1%Transaction Downloads 2,507 2.0% 7,206 4.3%Trf From Sda 28 0.0% 43 0.0%Trf To Sda 77 0.1% 56 0.0%

9

GRAND TOTAL 123,160 100.0% 167,132 100.0%

Number of Successful log ins 58,185 72,571

Great-West Current Ratings

• A.M. Best Company, Inc.: A+ (Superior; highest of 10 categories) for financial strength operatingcategories) for financial strength, operating performance, and business profile

• Fitch Ratings: AA (Very Strong; second highest ofFitch Ratings: AA (Very Strong; second highest of nine categories) for financial strength

• Moody’s Investors Service: Aa3 (Excellent; second y ( ;highest of nine categories) for financial strength

• Standard & Poor’s: AA (Very Strong; second highest of nine categories) for financial strength

3

Pending Litigation

• Great-West has no pending litigation to report as of September 30, 2013.

DISCLOSURES

Great West FinancialSM refers to prod cts and ser ices pro ided b Great West Life & Ann it Ins ranceGreat-West FinancialSM refers to products and services provided by Great-West Life & Annuity Insurance Company (GWLA), Corporate Headquarters: Greenwood Village, CO, its subsidiaries and affiliates. Insurance products and related services are sold in New York exclusively by Great-West Life & Annuity Insurance Company of New York, Home Office: White Plains, NY, a subsidiary of GWLA. Great-West Retirement Services® refers to products and services of Great-West Financial Companies as applicable and FASCoreServices® refers to products and services of Great-West Financial Companies, as applicable, and FASCore, LLC (FASCore Administrators, LLC in California), subsidiaries of GWLA. The trademarks, logos, service marks, and design elements used are owned by GWLA.

C iti h ff d ff d th h GWFS E iti I d/ th b k d lCore securities, when offered, are offered through GWFS Equities, Inc. and/or other broker dealers. GWFS Equities, Inc., Member FINRA/SIPC, is a wholly owned subsidiary of Great-West Life & Annuity Insurance Company and an affiliate of Great-West Life & Annuity Insurance Company of New York, White Plains, New York, and FASCore, LLC (FASCore Administrators, LLC in California).

Managed account, guidance and advice services are offered by Advised Assets Group, LLC (AAG), a federally registered investment adviser and wholly owned subsidiary of Great-West Life & Annuity Insurance Company and an affiliate of Great-West Life & Annuity Insurance Company of New York, Home Office White Plains, New

11

York. More information can be found at www.adviserinfo.sec.gov.

For Broker, TPA or Plan Sponsor Use Only


Gwinnett County Strategic Partnership Plan 2013

April 2. 2013


Great-West Financial

2

More than 26,000 Plans

More than 4.6 million participant

accounts

$174 billion in plan assets

administered

Exceeded $6 billion Managed

Account assets

Exceeded $3 billion in target date

assets

Great-West’s success in 2012…

All figures are approximate as of September 30, 2012,. Information refers to the retirement business of Great-West Life & Annuity Insurance

Company, Great-West Life & Annuity Insurance Company of New York, and to recordkeeping business of FASCore, LLC and reflect all

recordkeeping customers: those of institutional partners, TPA clients and Great-West Retirement Services.

Enhanced Plan Sponsor

Retirement Readiness

Enhanced Participant

Retirement Readiness Solutions

Enhanced Technology

Fee Disclosure

…has led to significant

reinvestment in our services:


Agenda

Great-West Promise

To increase your participants’ retirement readiness by partnering with you to

offer a best practice deferred compensation retirement program.

3

1. Footnote stat here

In this Strategic Partnership Plan, we will address:

2012 Program Milestones

Plan Statistics and Benchmarking

Best Practices and Industry Trends

Expanding these critical dimensions

Accumulation – Participation/Savings/Diversification

Lifetime Income

Marketing and Education

Plan Action Items


Best Practices and Industry Trends

4

Implemented Comments

Yes No

Consolidated RecordKeeping X

Open Architecture X

Auto Enrollment X In 401(a) only

Auto Increase X Not allowed in 401a**Gwinnet says

wait for pay increases

Qualified Default Investment Alternative (QDIA) X

Employer Match X In 457(b) based on contribution

amount

Roth 457 X Implemented in 2012

Loans X In 457(b) only

Investment Advisory Services X Reality Investing through AAG

Self‐Directed Brokerage X

Fee Disclosure & Transparency X

DB & DC Integration X

Behavior-Based Education X Moving in this direction

Annual Plan Review and Measurement X Performed 4 times per year


Administrative Improvements

Implemented Comments

Yes No

Payroll Data Interchange (PDI) X

Online Deferral Process X

Plan Service Center X

To Do List X

QDRO Services X Not required by County (ERISA)

Hardship Approval Services X Administered by Great West

Beneficiary Recordkeeping X

Vesting Tracking X

Money Source Balances X

Loan Administration X

Online Loans X

Electronic Loan File Feed X

Online Disbursement X 457 form has to come through Fred

Online Allocations X

Online Fund Transfers X

Quarterly Participant Statements X

5


Program Milestones

• Fund addition and share class changes

• Addition of Roth

• Addition of SecureFoundation

• Addition of online Breeze presentations

• Participant and RPMC surveys

• Ron Nichols seminars

• Fiduciary training/Plan Sponsor due diligence trip to Denver

• Customized quarterly newsletter

• Redesigned participant statement

6

[Access to the voice response system and/or the website may be limited or unavailable during periods of peak demand, market volatility, systems

upgrades/maintenance or other reasons.]

[The Retirement Income Control Panel is brought to you by Advised Assets Group, LLC, a federally registered investment adviser and wholly owned subsidiary

of Great-West Life & Annuity Insurance Company and an affiliate of Great-West Life & Annuity Insurance Company of New York, White Plains, New York ]

For Broker, TPA or Plan Sponsor Use Only For Broker, TPA or Plan Sponsor Use Only 7

Executive Summary – 2012 Plan Summary

7

Asset growth of $24.50 million (12.5%)

Increase of 555 participants

Increase of $1,246 in average participant balance

1,846 participants using Managed Accounts

Slight decrease in average contribution per participant


Plan Success Goals – Accumulation

8


“Behaviorally Healthy Plans have high participation, adequate savings levels, and a wise investment strategy.” – Shlomo Benartzi

THE MODEL PLAN WOULD HAVE

90% Plan Participation Rate

10% Individual Savings Rate

90% of participants are invested

in Diversified Savings Solutions


Participation

Plan*** NAGDCA* PLAN SPONSOR** Target

Participation (%) 75%

(3,345/4,479) 26% 72% 90%

9

* NAGDCA 2012 DC Plan Survey Report- March 2012

** AI Research Plan Sponsor 2012 Industry Report 457 Plans., Represents 41% of respondents.

*** 457(b) only


Participation

Tools to increase participation:

• Implement a retro “re”enroll in the 457 to force non participating

employees to once again choose whether or not to contribute.

• Target market those not participating in 457(b) with EZ enrollment form

mailing

10

*AI Research Plan Sponsor 2012 Industry Report 457 Plans

**Source: State of Indiana Deferred Compensation Plan, Auto Enrolled Statistics in 2011 and SMartT Program Safelite Group Study,

Thaler and Bernartizi, 2004


Goal: Improve Participation

1. Make the employee take action:

A. Implement “re”enroll before year’s end

B. Mail EZ enrollment form

2. Introduce “Lunch and Learn” and “Brainy Breakfast” campaigns

11

*AI Research Plan Sponsor 2012 Industry Report 457 Plans

**Source: State of Indiana Deferred Compensation Plan, Auto Enrolled Statistics in 2011 and SMartT Program Safelite Group Study,

Thaler and Bernartizi, 2004


Savings Rate

12

Plan*** NAGDCA* PLAN SPONSOR** Target

Annual Contribution (%)

8.6%

Using avg

salary of

$45k

4.9% 3.0% 10.0%



*** both 457(b) and 401(a)


Other Income $20,000

Average Annual Pension $20,000

Average salary, assume 80% replacement

ratio, or needing $40,000 a year.*

Closing the Gap in Retirement Plan Asset Levels

How Much Should the Employee Save in a DC Plan?

$50,000

FOR ILLUSTRATIVE PURPOSES ONLY. This hypothetical illustration does not represent the performance of any particular investment options.

* Center for Retirement Research at Boston College; How Prepared Are State and Local Workers for Retirement?, October 2011

13


Other Income $20,000

Average Annual Pension $20,000

FOR ILLUSTRATIVE PURPOSES ONLY. This hypothetical illustration does not represent the performance of any particular investment options. The purchase price of an

annuity will vary based on a number of actuarial factors.

Accumulation – Savings Rate

How Much Should the Employee Save in a DC Plan?

Hypothetically, $320,000 will

purchase a life-only annuity to

receive $20,000 a year

14


FOR ILLUSTRATIVE PURPOSES ONLY. This hypothetical illustration does not represent the performance of any particular investment options. It assumes a

6% annual rate of return and reinvestment of earnings, with no withdrawals. Rates of return may vary. The illustration does not reflect any charges, expenses

or fees that may be associated with your Plan.

* 6% average annual rate of return

** If salary averaged $30,000 a year over 35 years

Cost per Month* Percentage of Salary**

35 Years $220 per month 8.8%

20 Years $700 per month 28%

Savings Rate

To Save $320,000 Over:

15


Savings Rate

Tools to increase savings rate:

• Launch and market Retirement Income Control Panel

• Schedule a “restart” contributions campaign

• Managed Account participation

16




GOAL: Improve Savings Rate

1. Turn on Retirement Income Control Panel in May

A. Dedicate marketing materials, including statement narrative

B. Focused roll out by Fred in one on one and group meetings

C. Webinar to educate participants

2. Market a “restart” your contributions campaign 3rd quarter

3. Continue to enroll participants in Managed Accounts

17


Accumulation - Asset Diversification

18

Plan PLAN SPONSOR**

Avg. # of Investments 5.5 4.0

Plan***

Diversified Investments 43.5%

Advisory Services 10.9%

Asset Allocation Funds 17.8%

Stable Value/Money Market Funds 38.7%



*** both 457(b) and 401(a)


Diversification

19

A diversified portfolio eliminates

88% of the total risk exhibited by

a single security* 88%

“People who hold undiversified portfolios, like people who buy lottery

tickets, are gambling; they are accepting high risks without

compensation in the form of high expected returns.”*

*”The Diversification Puzzle”, Meir Statman, Financial Analysts Journal, cfapubs.org 2004

Diversification of an investment portfolio does not ensure a profit and does not protect against loss in declining markets.


Diversification

Tools to increase diversification:

• Retirement Income Control Panel makes investment suggestions to

help employees improve their overall retirement readiness

• A Reality Investing “free look” will provide employees access to

professional investment management for free** target second quarter

2014

20

*”The Diversification Puzzle”, Meir Statman, Financial Analysts Journal, cfapubs.org 2004

Diversification of an investment portfolio does not ensure a profit and does not protect against loss in declining markets.


GOAL: Improve Diversification


A. Focused roll out by Counselors in one on one and group meetings

B. Personnel article educating on what it is and does


2. Provide Reality Investing free look 4th quarter

21

[Asset allocation and balanced investment options are subject to the risks of the underlying funds, which can be a mix of stocks/stock funds and bonds/bond

funds. Stock values fluctuate in response to the activities of the general market, individual companies and economic conditions. Bond values fluctuate in

response to the financial condition of individual issuers, general market and economic conditions, and changes in interest rates. In general, when interest rates

rise, bond values fall and investors may lose principal value.]

[There is no guarantee that participation in the Reality Investing® Advisory Services will result in a profit or that your account will outperform a self-managed

portfolio.]


Plan Success Goals - Lifetime Income

“A retirement plan without an income solution is like taking off on a plane

without landing gear”

-- Shlomo Benartzi

22


NECESSARY TOOLS

Lifetime Income Solution

Retirement Income Control Panel

Retiree Outreach


Lifetime Income-Retention

Tools to reduce rollovers:

• Referring participant to Great-West counselor will provide useful

information to your participant when making the decision to leave the plan,

including the value of SecureFoundation

• Retirement Income Control Panel provides participants a tool to estimate

monthly income at retirement

• Retiree advocate seminars will engage pre-retirement individuals in

advance of the full distribution decision

• Continuing to utilize Great-West’s Retirement Resource Center reduces

full withdrawals from plan.

23 * Since inception of service


GOAL: Retain Assets and Provide Lifetime

Income


A. Focused roll out by Counselors in one on one and group meetings

B. Personnel article educating on what it is and does


2. Increase exposure to SecureFoundation through marketing and Fred

3. Retiree Advocate Seminar 3rd quarter (set for July 24th)

24



MARKETING AND EDUCATION

CALENDAR

25


JAN FEB MAR APR MAY JUN JUL AUG SEPT OCT NOV DEC

Campaigns

ROTH SecureFoundation Reality Investing/Managed Accounts Rollover Education

Messaging on Quarterly Statement and/or in Stuffers

Statements

Custom

Newsletter

Gwinnett

article due

Statements

Custom

Newsletter

Gwinnett

article due

Statements

Custom

Newsletter

Gwinnett

article due

Statements

Custom

Newsletter

Gwinnett article due

Plan-Level Initiatives

Strategic

Plan

Review

Deferred

Vested

Project – GW

in attendance

Missing Beneficiary

Initative

Participant

Satisfaction Survey

RPMC &

Investment

Committee

Satisfaction Survey

Force Out

IRA project

Open

Enrollment

Meetings

Monthly Investment Committee Meeting

RPMC

meeting

RPMC

meeting

RPMC

meeting

RPMC

meeting

Monthly Gwinnett County DB/DC Project Call

Participant-Level Initiatives

DB to DC

Conversion

Meetings

It’s Easy to

Retire

Seminar

with Sue

Rooks

DB to DC

Conversion

Meetings

It’s Easy to

Retire

Seminar with

Sue Rooks

Enhanced Website Roll Out

Retiree

Advocate,

Ron

Nichols

seminars

Open Enrollment Meetings

Roth 457 Education Seminars (multiple

sites)

SecureFoundation Education Seminars

(multiple sites)

RI/Managed Accounts Education

Seminars (multiple sites)

Rollover Education Seminars (multiple

sites)

Be Well, Be Safe Financial Check-ups

Annual onsite education schedule per pages 18 & 19.

GJAC H.R. Office

Monday through Friday, 8:00 a.m. – 5:00 p.m.

Office Appointment or walk in availability with flexible schedule

New Employee Orientation every other Monday 10:30 p.m. – 12:30 p.m.


Diversification Case Study Case Study: Managed Accounts Improves Participant

Rate of Return

1 Year 3 Year 5 Year

4/1/10-3/31/11 4/1/08-3/31/11 4/1/06-3/31/11

Enrollment Status

During Period

Average

Annual IROR

# of

Participants

Average

Annual IROR

# of

Participants

Average

Annual IROR

# of

Participants

Participants enrolled in

Advice 12.88% 288 3.47% 268 3.71% 212

Participants enrolled in

Managed Accounts 15.59% 46,853 7.41% 25,829 4.61% 9,397

Participants in the

study group not

enrolled in any of the

Advisory Services

10.45% 184,780 3.95% 162,165 3.76% 73,293

27

Advised Asset Group, LLC (AAG) conducted a study to review the performance of its suite of participant advisory services branded as Advisory Services. The study encompassed

approximately 47,000 Advisory Services enrollees across 7 defined contribution plans that represented over 180,000 participants in total. AAG conducted the study to further its

understanding of the behavioral-based aspects of defined contribution plan participant investing patterns. AAG has defined participant investing behaviors in 3 categories: Do-It-Myself

InvestorSM, Help-Me-Do-It InvestorSM (generally interested in Advice service) and Do-It-For-Me InvestorSM (generally interested in Managed Account service). The study represents the

average annual rate of return of study participants for each category of service for the time period of April 1, 2006 through March 31, 2011. To fully account for the study population, also

shown is the average annual rate of return for plan participants not enrolled in any of the Advisory Services.

THIS PERFORMANCE DATA IS PROVIDED FOR INFORMATIONAL AND GENERAL EDUCATIONAL PURPOSES ONLY, AND IS NOT INTENDED TO BE CONSTRUED OR

RELIED UPON AS INVESTMENT ADVICE OR TO PREDICT FUTURE RESULTS. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RETURNS, AND THE

PERFORMANCE OF ACTUAL PORTFOLIOS CAN VARY WIDELY. ACTUAL INVESTMENT RESULTS MAY BE HIGHER OR LOWER.

For Broker, TPA or Plan Sponsor Use Only 28

• Core securities, when offered, are offered through GWFS Equities, Inc. and/or other broker dealers. GWFS Equities, Inc.,

Member FINRA/SIPC, is a wholly owned subsidiary of Great-West Life & Annuity Insurance Company and an affiliate of

Great-West Life & Annuity Insurance Company of New York, White Plains, New York, and FASCore, LLC (FASCore

Administrators, LLC in California).

•

Managed account, guidance and advice services are offered by Advised Assets Group, LLC (AAG) and powered by Ibbotson Associates. Both AAG and

Ibbotson Associates are federally registered investment advisers. AAG, FASCore, LLC and GWFS Equities, Inc. are wholly owned subsidiaries of Great-

West Life & Annuity Insurance Company. GWFS Equities, Inc. is an affiliate of Great-West Life & Annuity Insurance Company of New York, White Plains,

New York, and FASCore, LLC. Representatives of GWFS Equities, Inc. are not registered investment advisers and cannot offer financial, legal or tax

advice. There is no guarantee that participation in Reality Investing Advisory Services will result in a profit or that your account will outperform a self-

managed portfolio. Please consult with your financial planner, attorney and/or tax adviser as needed. Ibbotson Associates is not affiliated with GWFS

Equities, Inc., Great-West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York, FASCore, LLC or Advised

Assets Group, LLC.

• Great-West SecureFoundation® guarantee is not available in New York and may not be available in all states. Please check with your advisor or Great-

West representative for more information. Great-West SecureFoundation® guarantee is a contingent deferred annuity contract ("contract") issued by

Great-West Life & Annuity Insurance Company to your plan sponsor. The Great-West SecureFoundation contract is Great-West Life & Annuity Insurance

Company's promise to provide a payment of guaranteed income subject to the terms and conditions of the contract and claims paying ability of Great-

West Life & Annuity Insurance Company. Great-West Retirement Services® refers to products and services provided by Great-West Life & Annuity

Insurance Company, FASCore, LLC (FASCore Administrators, LLC in California), Great-West Life & Annuity Insurance Company of New York, White

Plains, New York, and their subsidiaries and affiliates. Great-West Life & Annuity Insurance Company is not licensed to conduct business in New York.

Insurance products and related services are sold in New York by its subsidiary, Great-West Life & Annuity Insurance Company of New York. Other

products and services may be sold in New York by FASCore, LLC. Great-West FinancialSM refers to products and services provided by Great-West Life &

Annuity Insurance Company; Great-West Life & Annuity Insurance Company of New York, White Plains, New York; their subsidiaries and affiliates. The

trademarks, logos, service marks, and design elements used are owned by Great-West Life & Annuity Insurance Company. All rights reserved. Shlomo

Benartzi is not affiliated with GWFS Equities, Inc. ©2013 Great-West Life & Annuity Insurance Company. PT 167183

• NOT A DEPOSIT | NOT FDIC INSURED | NOT BANK GUARANTEED | NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY | FUNDS MAY LOSE

VALUE

Gwinnett County Defined Benefit Plan

Plan Restatement and IRS Determination Letter Request

The Gwinnett County Defined Benefit Plan (the “DC Plan”) was last restated effective as of

January 1, 2007, and has been amended subsequently two times. The Plan received a favorable

IRS determination letter on the qualified status of the Plan on February 17, 2011. This favorable

determination letter provides that it is set to expire on January 31, 2014. Accordingly, the

Retirement Plans Management Committee (RPMC) and legal counsel recommend that the Plan

be submitted to the IRS for a new favorable determination letter on the qualified status of the

Plan by January 31, 2014.

IRS procedures require a qualified plan with amendments to be restated into a single plan

document for the IRS determination letter filing. Generally, this restatement and determination

letter process is required every five years. Therefore, it is also recommended that the Board of

Commissioner adopt the Gwinnett County Defined Benefit Plan, as amended and restated

effective January 1, 2013 (the “Plan Restatement”), in the form attached hereto.

Summarized below are the changes made by the Plan Restatement.

Incorporation of Prior Plan Amendments. The Plan Restatement incorporates the prior

amendments to the Plan, which have already been approved by the Board of

Commissioners, into a new single Plan document.

Spouse or Surviving Spouse. In accordance with IRS Revenue Ruling 2013-17, effective

September 16, 2013, Gwinnett County must treat same-sex spouses like other spouses for

qualified plan purposes to the extent required by federal law. The definition of Spouse

(Section 1.56) has been modified for this purpose.

Benefit Calculations for Participants who become Elected Officials. In the case of a

participant who becomes an elected official who receives only supplemental

compensation from the County or who is also required to participate in a State or federal

retirement pension plan that is not funded by the County (e.g. JRS), there could be

situations where the Participant’s accrued benefit under the Plan is significantly reduced.

The reduction is caused by a lower Average Monthly Compensation used for benefit

purposes resulting from the participant only being paid a County supplement (and not a

full salary) or the participant’s Plan Compensation not including any portion of the

participant’s salary which is subject to the other State or federal retirement pension plan.

Section 5.02 of the Plan will be amended to provide that the participant’s accrued benefit

will be the greater of (i) the accrued benefit calculated based on all of the participant’s

Credited Service and Average Monthly Compensation; or (ii) the accrued benefit

calculated using the participant’s Credited Service and Average Monthly Compensation,

excluding any Credited Service and Compensation earned while the Participant was an

elected official; plus the accrued benefit calculated for the period the participant is an

elected official using only the participant’s Credited Service and Average Monthly

Compensation earned while the participant was an elected official.

Actions Requested from Board of Commissioners

1. Approval and adoption of Board of Commissioner resolutions adopting the Plan

Restatement and authorizing the IRS determination letter application request.

2. Adoption of the Plan Restatement by executing the signature page on the last page of the

Plan Restatement.

Gwinnett County Board of Commissioners

Defined Contribution Pension Plan

Plan Restatement and IRS Determination Letter Request

The Gwinnett County Board of Commissioners Defined Contribution Pension Plan (the “DC

Plan”) was last restated effective as of January 1, 2007, and has been amended subsequently two

times. The Plan received a favorable IRS determination letter on the qualified status of the Plan

on September 23, 2010. This favorable determination letter provides that it is set to expire on

January 31, 2014. Accordingly, the Retirement Plans Management Committee (RPMC) and

legal counsel recommend that the Plan be submitted to the IRS for a new favorable

determination letter on the qualified status of the Plan by January 31, 2014.

IRS procedures require a qualified plan with amendments to be restated into a single plan

document for the IRS determination letter filing. Generally, this restatement and determination

letter process is required every five years. Therefore, it is also recommended that the Board of

Commissioner adopt the new Adoption Agreement for Gwinnett County Board of

Commissioners Defined Contribution Pension Plan, as amended and restated effective January 1,

2013, and the Amendment to the Basic Plan Document (the “Plan Restatement”), in the forms

attached hereto.

Summarized below are the changes made by the Plan Restatement.

Updates the Plan on Most Recent Model Plan Documents from Great-West. The new

Adoption Agreement updates the Plan on to the most recent Model Plan Documents used

by Great-West. The new documents incorporate all recent law changes since the last

Model Plan Documents provided by Great-West. The adoption of the new documents

has no impact on the current terms of the Plan.

Incorporation of Prior Plan Amendments. The Plan Restatement incorporates the prior

amendments to the Plan, which have already been approved by the Board of

Commissioners, into a new single Plan document.

Actions Requested from Board of Commissioners

1. Approval and adoption of Board of Commissioner resolutions adopting the Plan

Restatement and authorizing the IRS determination letter application request.

2. Adoption of the new Adoption Agreement and Plan Amendment by executing the

signature page on page 11 of the new Adoption Agreement and page 4 of the

Amendment.

Plan Participation – 2013

Plan 1st Qtr Participation

2nd Qtr Participation

3rd Qtr Participation

4th Qtr Participation

DB Plan

1,962 – 45%

1,921 – 44%

1,899 – 43%

DC Plans

2,437 – 55%

2,470 – 56%

2,502 – 57%

Retiree Medical Savings Plan

596

580

556

Deferred Compensation

2,976 – 68%

3,008 – 69%

3,016 – 69%

Deferred Compensation - Roth

174 - 4%

216 – 5%

273 – 7%

Deferred

Compensation Match

1,364 - 74%

1,427 – 76%

1,487 – 76%

Total Participants

4,399

4,391

4,401

Retirees receiving DB pension

1,881

1,910

1,907

Retirements - DB

8

30

3

Retirements – DC

4

6

2

Deferred Vested

18

4

6

Retirees w/Health Insurance

1,207

1,223

1,215

Great West Education Participation - 2013

Activity 1st Qtr Participation

2nd Qtr Participation

3rd Qtr Participation

4th Qtr Participation

Group/Onsite Meetings

63

53

59

Seminars/Lunch & Learns

3

4

8

One on One Meetings

327

278

411

Deferred Vested Audit Project

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter

Total

976

980

984

Number Completed

577

728

908

% Complete

59.12%

74.29%

92.28%

2014 Workplan and Goals

Select Financial Advisor for DC Plans

Conclude Emerging Markets Manager Search

Discuss with UBS additional investment manager searches

Review the Stable Value Asset Policy

Review the DC Investment Policy

Discuss Asset Allocation Strategies and Diversification of Asset

Classes

Perform a fee analysis for DC/457 funds

Perform a fee analysis for DB Investment Managers Develop a Policy on the use of Revenue Sharing and Forfeiture Funds

Restatement of Plan Documents for DB and DC Plans

Review DB/OPEB Policy for Compliance with State Law Changes

Completed Goals

Conclude the Large Cap Growth Manager Search

Develop a monthly report to monitor Investment Manager changes in Organization, Managers, Style Drift and Compliance Issues

Review Securities Litigation Monitoring

Review Vesting Schedule for DC Plan

Members - RPMC Names Appointment Authority

Term Term Limit

Citizen (not member of system)

David Crews Board of Commissioners

4 years 2 12/31/2014 (Serving 2

nd Term)

County Administrator

Glenn Stephens Ex Officio Incumbent N/A

County Employee-Public Safety

Joy Parish County Administrator

4 years 2 12/31/2016

County Employee-General

Ashley Stinson County Administrator

4 years 2 12/31/2014

Chief Financial Officer

Aaron Bovos Ex Officio Incumbent N/A

Director of Human Resources (Acting)

Scott Fuller Ex Officio Incumbent N/A

Appointee of County Administrator

Jim Underwood County Administrator

Initial 3 years, 4 thereafter

2 12/31/2013 (Serving 2

nd Term)

Officer Terms: Chairman – 2 years limited to 2 consecutive terms Vice Chairman – 2 years limited to 2 consecutive terms

Chairman Elected Term Expires Terms Served

David Crews 1/1/2012 12/31/2013 1 (completing Kenneth Poe’s term)

Vice Chairman Elected Term Expires Terms Served

Jim Underwood 1/1/2012 12/31/2013 1 (completing David Crews’ term)

Members – Investment Committee

Names Appointment Authority

Term Term Limit

Department Director Phil Hoskins County Administrator

3 years, rotates

1 12/31/2015

County Attorney or designee

Mike Ludwiczak

Ex Officio Incumbent N/A

Director or Deputy Director, Finance

Rick Reagan Ex Officio Incumbent N/A

Investment Manager, Finance

Bill Rodenbeck


Treasury Division Director, Finance

Paul Turner Ex Officio Incumbent N/A

Officer Terms: Chairman – 1 year

Members – Audit Committee

Names Appointment Authority

Term Term Limit

Appointed Member of RPMC

Ashley Stinson RPMC 3 years, rotates

1 Expires 12/31/2015

Deputy Department Director

Casey Snyder County Administrator

3 years, rotates

1 Expires 12/31/2015

Director or Deputy Director, Finance

Maria Woods Ex Officio Incumbent N/A

Accounting Division Director, Finance

Buffy Alexzulian


Deputy Director or Section Manager of Benefits and Retirement Plans, Human Resources

Debbi Davidson


Officer Terms: Chairman – 1 year

Next Meeting – February 27, 2014

Vendor Renewals – o Cavanaugh Macdonald o Morris, Manning and Martin, LLC

2013 Investment Reports – 4th Quarter and Annual Review

Introduce new members of RPMC

2011 Basic 401(a) MPPP Adoption Agreement

for Governmental Employers

ADOPTION AGREEMENT

GREAT-WEST RETIREMENT SERVICES®

SECTION 401(a)

MONEY PURCHASE PENSION PLAN

FOR GOVERNMENTAL EMPLOYERS

Adopted By: Gwinnett County

Employer

Gwinnett County Board of Commissioners Defined Contribution Pension Plan

Plan Name

2011 Basic 401(a) MPPP Adoption Agreement


GREAT-WEST RETIREMENT SERVICES

SECTION 401(a)



The Employer named below hereby establishes (or, as applicable, amends and restates) a money

purchase pension plan for eligible Employees as provided in this Adoption Agreement and the

accompanying 2011 Great-West Retirement Services Section 401(a) Money Purchase Pension

Plan for Governmental Employers sample Basic Plan Document.

A. EMPLOYER INFORMATION.

1. EMPLOYER’S NAME AND ADDRESS:

Gwinnett County

75 Langley Drive

Lawrenceville, Georgia 30046

2. TELEPHONE NUMBER: 770-822-7913

3. TAX ID NUMBER: 58-6000835

4. NAME OF PLAN: Gwinnett County Board of Commissioners Defined Contribution

Pension Plan

5. NAME OF PLAN ADMINISTRATOR (the Employer unless another person(s) is

appointed as set forth in Section 3.02 of the Plan):

______________________________________________________________________

B. EFFECTIVE DATE.

1. [ ] This is a new Plan having an effective date of the date the Employer executes this

Adoption Agreement or, if later:___________________________.

2. [X] This is an amended and restated Plan.

The effective date of the original Plan was August 1, 2000.

The effective date of the amended and restated Plan is January 1, 2013.

2011 Basic 401(a) MPPP Adoption Agreement 2


C. PLAN YEAR.

Plan Year shall mean:

1. [X] the calendar year.

2. [ ] the 12-consecutive-month period ending on __________________ of each year.

D. CUSTODY OF ASSETS.

Internal Revenue Code (“Code”) § 401(a) shall be satisfied by setting aside Plan assets

for the exclusive benefit of Participants and Beneficiaries, as follows:

1. [ ] in a Trust pursuant to the provisions of Article VIII of the Plan. The Employer or

certain Employees (or holders of certain positions with Employer) as named in the

trustee appointment attached to this Adoption Agreement shall be the Trustee.

Note: if the Employer is the Trustee, it is the responsibility of the Employer to

determine that it has the authority under applicable law to act as Trustee.

2. [ ] in a Trust pursuant to a separate written trust agreement entered into between the

Employer and the bank or trust company named in the Trustee appointment

attached to this Adoption Agreement.

3. [ ] in one or more annuity contracts meeting the requirements of Code § 401(f).

4. [X] in a custodial account meeting the requirements of Code § 401(f), pursuant to a

separate written agreement with the bank, trust company or other qualified entity

named in the appointment of Custodian attached to this Adoption Agreement.

E. ELIGIBLE EMPLOYEES.

“Employee” shall mean:

1. [X] any full-time employee as defined by Employer job status codes, who is not

participating in a defined benefit plan maintained by the Employer or who is hired

or rehired on or after January 1, 2008

2. [ ] any permanent part-time employee working _________________ hours per week

3. [ ] any seasonal, temporary or similar part-time employee

4. [X] any elected or appointed official



5. [X] any employee in the following class(es) of employees: any member of the Board

of Commissioners who is not participating in a defined benefit plan maintained by

the Employer

6. [ ] any employee eligible to participate in the Plan pursuant to Schedule ____

attached to this Adoption Agreement

who performs services for and receives any type of Compensation from the Employer (or any

agency, department, subdivision or instrumentality of the Employer) for whom services are

rendered. Unless Box E.4 is checked, elected or appointed officials will not be treated as

Employees and will not be eligible to participate in the Plan, without regard to whether they are

treated as common-law employees or independent contractors for other purposes.

Each Employee will be eligible to participate in this Plan in accordance with the provisions of

Article IV of the Plan, except the following:

[ ] Employees who have not attained the age of ____ (not to exceed 21).

[ ] Employees who have not completed ____ Years of Service during the Eligibility

Computation Period.

[X] Employees who do not satisfy the eligibility requirements pursuant to Schedule A

attached to this Adoption Agreement.

F. SERVICE WITH PREDECESSOR EMPLOYER.

1. [X] This section is N/A because there are no predecessor employers.

2. [ ] Service with any predecessor employers will not be counted for any purposes

under the Plan.

3. [ ] Service with (insert name of predecessor employer(s)):

________________________________________________________________________

________________________________________________________________________

will be counted under the Plan for the following purposes (check each box that

applies):

[ ] eligibility.

[ ] vesting.

[ ] allocation of Employer Contributions.



G. HOURS OF SERVICE.

Hours of Service shall be determined on the basis of:

1. [X] actual hours for which an Employee is paid or entitled to payment.

2. [ ] days worked. An Employee shall be credited with 10 Hours of Service for each

day that the Employee would otherwise be credited with one or more Hours of

Service.

3. [ ] weeks worked. An Employee shall be credited with 45 Hours of Service for each

week that the Employee would otherwise be credited with one or more Hours of

Service.

4. [ ] months worked. An Employee shall be credited with 190 Hours of Service for

each month that the Employee would otherwise be credited with one or more

Hours of Service.

H. YEAR OF SERVICE: ELIGIBILITY AND VESTING.

For purposes of eligibility and vesting, Year of Service shall mean a period during which

the Employee completes:

1. [ ] at least one Hour of Service.

2. [ ] at least 1,000 Hours of Service.

3. [ ] at least ____ consecutive months of service.

4. [X] See the attached Addendum.

I. COMPENSATION DEFINITION.

Compensation shall mean:

1. [ ] Code § 3401(a) compensation as defined in Section 2.06 of the Plan.

2. [X] W-2 compensation as defined in Section 2.06 of the Plan.

3. [ ] Code § 415 compensation as defined in Section 2.06 of the Plan.

4. [ ] the definition set forth in Schedule ____ attached to this Adoption Agreement.

5. Compensation shall exclude:



[X] overtime, including overtime premium, scheduled overtime, and scheduled

overtime premium.

[ ] bonuses.

[ ] commissions.

[X] that portion of a Participant’s Compensation that is defined in Title 47 of the

Georgia statutes that is designated for mandatory participation in a state or federal

retirement or pension plan.

J. COMPENSATION COMPUTATION PERIOD.

Compensation shall be determined on the basis of the:

1. [ ] Plan Year.

2. [X] calendar year.

K. FIRST YEAR COMPENSATION.

For purposes of determining the Compensation on the basis of which Employer

Contributions will be allocated for a Participant’s first year of participation, the Participant’s

Compensation shall be his Compensation for the period commencing:

1. [ ] as of the first day of the Plan Year or calendar year (whichever was selected under

Section J above).

2. [X] as of the first day the Employee became a Participant.

L. ENTRY DATE.

Entry Date shall mean:

1. [ ] the first day of each Plan Year and the first day of the seventh month of each Plan

Year.

2. [ ] the first day of each Plan Year.

3. [ ] the first day of each month.

4. [ ] the first day of each payroll period.

5. [X] Each day of the Plan Year.



M. EMPLOYER CONTRIBUTIONS.

The Employer shall contribute:

1. [ ] ___% of Compensation of Participants for the Plan Year.

2. [X] a percentage of Compensation pursuant to Schedule B attached to this Adoption

Agreement.

3. [X] a contribution matching the Participant’s contribution to the Employer’s § 457(b)

plan, as follows: an amount equal to 1% of Compensation if the Participant

contributes at least 2.5% of base compensation to a Code Section 457(b) plan

maintained by the Employer.

4. [ ] a contribution for each Participant equal to the value of the unpaid vacation and/or

unpaid sick leave that is accrued by a Participant and which pursuant to the laws,

ordinances, or policies of the Employer or agreements entered into with the

Employer would otherwise be forfeited by the Participant.

N. ALLOCATION OF EMPLOYER CONTRIBUTIONS.

1. [ ] A Participant must be employed on the last day of the Plan Year to receive an

allocation of Employer Contributions for the Plan Year.

2. [X] Allocations of Employer Contributions will be made to Accounts of Participants

who terminate employment before the last day of the Plan Year due to (Check

each box that applies):

[X] death.

[X] disability.

[ ] retirement on or after Early Retirement Age.

[X] retirement on or after Normal Retirement Age.

[X] other Severance of Employment.

[ ] other Severance of Employment, provided that the Participant is credited

with a Year of Service for the Plan Year. For this purpose, a Participant

shall be credited with one Year of Service for the Plan Year if the

Participant completes at least _____ Hour(s) of Service during the Plan

Year.

O. CODE § 414(h).

1. [X] This Plan is a Code § 414(h) pick-up plan. Each Employee employed on

November 1, 2004, in lieu of retaining his or her current election, and each

Employee hired after November 1, 2004, may irrevocably elect to contribute

2.5%, 5.0%, or 7.5% of Compensation to the Plan, which the Employer agrees to

pick-up within the meaning of Code § 414(h). Note: the Employer is responsible



for ensuring that proper pick-up elections are made. Please refer to IRS Revenue

Ruling 2006-43, or its successor, for more guidance.

2. [ ] This Plan does not contain a Code § 414(h) feature.

P. AFTER-TAX CONTRIBUTIONS.

1. [ ] Participant After-tax Contributions SHALL BE allowed.

2. [X] Participant After-tax Contributions SHALL NOT BE allowed.

Q. FORFEITURES.

Forfeitures will be:

1. [ ] reallocated to Participants in the same manner as the Employer Contribution is

allocated.

2. [ ] used first to offset Plan expenses and then reallocated to Participants in the same

manner as the Employer Contribution is allocated.

3. [ ] used first to offset Plan expenses, then to reduce the Employer’s Employer

Contribution and then reallocated to Participants in the same manner as the

Employer Contribution is allocated.

4. [X] used to reduce the Employer’s Employer Contribution, or to offset Plan expenses,

or reallocated to Participants.

5. [ ] N/A because all contributions are 100% vested immediately.

R. RETIREMENT AGES AND DISABILITY DEFINITION.

1. Normal Retirement Age shall mean:

(a) [ ] age 65.

(b) [ ] age ____. For Plans where substantially all of the Plan’s Participants are

qualified public safety employees, Normal Retirement Age may be age 50.

(c) [ ] the later of age ____, or the Participant’s age upon completion of ____

Years of Service.

(d) [X] the ages set forth in Schedule C attached to this Adoption Agreement.



2. Early Retirement Age shall mean:

(a) [X] Not applicable.

(b) [ ] the later of age ____, or the Participant’s age upon completion of ____

Years of Service.

3. Disability shall mean:

(a) [ ] the inability to engage in any substantial gainful activity by reason of a

medically determinable physical or mental impairment which can be

expected to result in death or to be of long-continued and indefinite

duration, within the meaning of Code § 72(m)(3).

(b) [X] an illness or injury of a potentially permanent nature, expected to last for a

continuous period of not less than 12 months, certified by a physician

selected by or satisfactory to the Employer which prevents the Employee

from engaging in any occupation for wage or profit for which the

Employee is reasonably fitted by training, education or experience, as

specified in the Adoption Agreement.

(c) [ ] an illness or injury of a potentially permanent nature, expected to last for a

continuous period of not less than 12 months, certified by a physician

selected by or satisfactory to the Employer which prevents the Employee

from engaging in his or her occupation.

(d) [ ] Other: _____________________________________________________

___________________________________________________________

___________________________________________________________

S. VESTING SCHEDULE.

The vested interest of each Participant in his or her Employer Contribution Account shall

be determined on the basis of the following schedule:

1. [ ] 100% vesting immediately.

2. [ ] 100% vesting after ____ Years of Service.

3. [ ] 20% after two Years of Service.

40% after three Years of Service.

60% after four Years of Service.

80% after five Years of Service.

100% after six Years of Service.



4. [X] 33% after one Year of Service.

67% after two Years of Service.

100% after three or more Years of Service.

T. VESTING COMPUTATION PERIOD.

A Participant’s Years of Service for purposes of vesting shall be computed by reference

to:

1. [ ] the Plan Year.

2. [ ] the 12-consecutive month period beginning on the Employee’s Employment

Commencement Date and each anniversary thereof.

3. [X] See Addendum

U. ROLLOVERS.

1. [X] Rollovers from eligible Code § 457(b) plans SHALL BE allowed.

2. [X] Rollovers from plans qualified under Code §§ 401(a), 403(a) and 403(b) SHALL

BE allowed.

3. [X] Rollovers from Individual Retirement Accounts and Annuities described in Code

§§ 408(a) and (b) SHALL BE allowed.

V. TRANSFERS.

1. [X] Transfers from plans qualified under Code § 401(a) SHALL BE allowed.

2. [ ] Transfers from plans qualified under Code § 401(a) SHALL NOT BE allowed.

W. PARTICIPANT LOANS.

1. [ ] The Administrator MAY direct the Trustee to make Participant loans in

accordance with Article XIII of the Plan.

2. [X] The Administrator MAY NOT direct the Trustee to make Participant loans in

accordance with Article XIII of the Plan.

X. QUALIFIED DOMESTIC RELATIONS ORDERS.

1. [ ] The Plan SHALL accept qualified domestic relations orders as provided in

Section 15.02 of the Plan.



2. [X] The Plan shall NOT accept qualified domestic relations orders as provided in

Section 15.02 of the Plan.

Y. PAYMENT OPTIONS.

The following forms of payment will be allowed under the Plan to the extent consistent

with the limitations of Code § 401(a)(9) and proposed or final Treasury regulations

thereunder.

[X] A single lump-sum payment;

[X] Installment payments for a period of years;

[X] Partial lump-sum payment of a designated amount, with the balance payable in

installment payments for a period of years;

[X] Annuity payments (payable on a monthly, quarterly, or annual basis) for the

lifetime of the Participant or for the lifetimes of the Participant and Beneficiary;

[X] Such other forms of installment payments as may be approved by the Employer.

[TEXT CONTINUES ON NEXT PAGE]



This Adoption Agreement to the sample Basic Plan Document attached hereto is duly executed

on behalf of the Employer by the undersigned.

The Employer further understands and acknowledges that:

The sample Basic Plan Document including this Adoption Agreement is a sample

provided as a courtesy to the Employer and has not been approved by the Internal

Revenue Service. Obtaining such approval, if desired by the Employer is solely

the responsibility of the Employer.

Great-West Retirement Services is not a party to the Plan and shall not be

responsible for any tax or legal aspects of the Plan. The Employer assumes

responsibility for these matters.

Employer has counseled to the extent necessary, with its own legal and tax

advisors.

Great-West Retirement Services will send courtesy amendments for changes in

applicable law to Employers adopting this sample Basic Plan Document until a

restated sample Basic Plan Document is made available. We will cease providing

amendments to prior versions of the sample Basic Plan Document and only those

Employers adopting the restated sample Basic Plan Document will receive sample

amendments.

EMPLOYER:

GWINNETT COUNTY BOARD OF COMMISSIONERS

By: _______________________________

Chairperson

Attest: ____________________________ Approved as to Form:

Clerk, Gwinnett County

Board of Commissioners _________________________________



CUSTODIAN

Employer has elected to meet the trust requirement of Code § 401(a) by setting plan

assets aside for the exclusive benefit of participants and beneficiaries in a custodial account

meeting the requirements of Code § 401(f). The bank, trust company or other qualified entity

named below shall be the “deemed trustee” of plan assets held pursuant to the custodial

agreement to be entered into between the Employer and the entity named below. Note: for a list

of entities qualified to act as a custodian for this purpose, please refer to IRS Announcement

2007-47, or its successor.

A. Effective November 1, 2004, the following named bank, trust company or other qualified

entity is hereby appointed as custodian of all or a portion of the assets of the Plan:

Orchard Trust Company

B. INDIVIDUAL(S) AUTHORIZED TO ISSUE INSTRUCTIONS TO CUSTODIAN/TRUSTEE:

_______________________________________________________________________

_______________________________________________________________________



SCHEDULE A

Any (1) rehired employee who is currently receiving (or is eligible to receive) a benefit from the defined

benefit plan maintained by Employer; or (2) any employees who are active members of a State of

Georgia retirement or pension plan, if such plan is funded in part or in whole by County contributions,

will not be treated as Employees eligible to participate in the Plan.

Elected officials may waive in writing the right to participate in the Plan. Such waiver shall be

irrevocable.



SCHEDULE B

The Employer's Contribution will be a percentage of' Compensation based on the rate of

contribution selected by an Employee in Section O of the Adoption Agreement.

Rate of Contribution (as a

Percentage of Compensation)

Selected by the Employee

Rate of Employer

Contribution (as a Percentage

of Compensation) for

Employees Employed on

December 31, 2006

Rate of Employer

Contribution (as a Percentage

of Compensation) for

Employees Hired or Rehired

after December 31, 2006

2.5% 11.5% 7.0%

4.5% 10.5% N/A

5.0% 11.5% 7.0%

5.5% 11.5% N/A

7.5% 11.5% 7.0%



SCHEDULE C

Retirement Age

The date on which the sum of the Participant’s age and Years of Service for vesting purposes is

65, but in no event earlier than the date on which attains age 55, or if earlier, in the case of a

Participant whose termination of employment is considered a retirement under the defined

benefit plan maintained by Employer under which the Participant is eligible to retire, the date of

such termination.



ADDENDUM

1. Notwithstanding Section H of the Adoption Agreement, an Employee is credited with a Year of

Service for purposes of vesting for each 12-month period of service the Employee completes,

whether or not such period of service is consecutive, under the elapsed time method of counting

service. Under the elapsed time method an Employee receives credit for the aggregate of all

periods of service commencing with the date on which an Employee completes an Hour of

Service. Because Years of Service for purposes of vesting are determined under the elapsed time

method, Section T of the Adoption Agreement shall not be applicable. Notwithstanding any

provision to the contrary, for Employees hired or rehired on or after January 1, 2010, only Years

of Service with the Employer as a Participant in the Plan are counted towards eligibility and

vesting under the Plan.

2. In addition to the Employer contribution provided for in Section M of the Adoption Agreement,

the Employee shall make the contributions to Retirement Medical Savings Accounts as provided

in this Section 2 of the Addendum.

(A) The Employer shall contribute one and one-half percent (1½%) of Compensation for each

Participant into a Retirement Medical Savings Account under the Plan to be used for

future medical expenses pursuant to Code Section 401(h). Contributions to a medical

savings account may be distributed only after a Participant has attained Normal

Retirement Age and has separated from service and much be used exclusively to pay

qualifying medical expenses under Code Section 213 for the Participant and for the

Participant's spouse and eligible dependents. Payments of qualifying medical expenses

shall not be subject to federal income tax when paid.

(B) Contributions into the Retirement Medical Savings Account pursuant to Code Section

401(h) shall be maintained in a separate sub-account for each Participant in the Plan for

the purpose of providing retired Participants with a source of funds to use toward

payment of or reimbursement for medical insurance premiums, Medicare premiums, or

health benefits, including dental and vision services, on a non-taxable basis under Code

Sections 105 and 106.

(C) Assets held in a sub-account may be aggregated with other assets of the Plan for purposes

of investment. Investment earnings and expenses shall be allocated to Retirement

Medical Savings Accounts.

(D) The benefits provide by the Retirement Medical Savings Accounts shall be separate from

and subordinate to the retirement benefits provided by the Plan.

(E) A Participant's Retirement Medical Savings Account cannot be transferred and must

remain in the Plan to be used exclusively for the purpose of providing medical benefits to

retired Participants, spouses, and eligible dependents. It shall be impossible, at any time

prior to the satisfaction of all liabilities under the Plan for the payment of medical

benefits described in Code Section 40 l(h), for any assets allocated to a Retirement

Medical Savings Account to be used for, or diverted to, any purpose other than providing

health benefits for retired Participants and their spouses and eligible dependents. If, with

respect to any individual Retirement Medical Savings Account, there is any balance

remaining upon death of the last to die of the Pa1ticipant and the Participant's spouse and

eligible dependents, if any, and the satisfaction of all claims for Code Section 40l(h)



medical benefits with respect to the Participant, spouse, and eligible dependent, then any

such balance shall be returned to the Employer to be used as determined by the Employer.

(F) The Employer shall establish and may amend any rules and requirements that are

necessary to implement and administer the Retirement Medical Savings Account

pursuant to Code Section 401(h).

(G) The provisions of this Section 2 of the Addendum shall not apply to Participants hired or

rehired on or after January 1, 2007.

1

AMENDMENT TO THE


DEFINED CONTRIBUTION PENSION PLAN

This AMENDMENT is made as of this ____ day of December, 2013, by Gwinnett

County (the “County”).

WITNESSETH:

WHEREAS, the County maintains the Gwinnett County Board of Commissioners

Defined Contribution Pension Plan (the “Plan”), which was last amended and restated effective

as of January 1, 2013, by the adoption of the 2011 Basic 401(a) MPPP Plan Document for

Governmental Employers (the “Basic Plan Document”) and the 2011 Basic 401(a) MPPP

Adoption Agreement for Governmental Employers (the “Adoption Agreement”); and

WHEREAS, the County now wishes to amend the Plan to incorporate certain Plan

provisions not reflected in the updated Basic Plan Document;

NOW, THEREFORE, the County does hereby amend the Basic Plan Document as

follows:

1. By deleting Section 6.03 of the Basic Plan Document and substituting therefor the

following:

“6.03 Treatment of Excess Annual Additions. In the event that the amounts

which would otherwise be contributed or allocated to a Participant‟s Account would

cause the annual additions for the limitation year to exceed the limitations of Section

6.01, the amount contributed or allocated shall be reduced so that the annual additions for

the limitation year shall equal the applicable limitation. Any such reduction for an excess

amount shall be made in accordance with correction methods permitted under the

Employee Plans Compliance Resolution System (Revenue Procedure 2013-12) or any

subsequent guidance issued by the Internal Revenue Service.”

2. By deleting the second paragraph in Section 11.01 of the Basic Plan Document

and substituting therefor the following:

“If any application for benefits is denied, in whole or in part, the

Administrator shall notify the applicant in writing of such denial and of the applicant‟s

right to a review of the decision as set forth below and shall set forth, in a manner

calculated to be understood by the applicant, the specific reasons for such denial, the

specific references to pertinent Plan provisions on which the denial is based, a description

of any additional material or information necessary for the applicant to perfect the

application, an explanation of why such material or information is necessary, an

explanation of the Plan‟s review procedure and the time limits applicable to such

procedures, a statement that any appeal the applicant wishes to make of the adverse

determination must be in writing to the Retirement Plans Management Committee of the

2

Gwinnett County Public Employee Retirement System (the „RPMC‟), or its delegate,

within sixty (60) days after receipt of the Plan Administrator‟s written notice of denial;

and a statement that failure to provide the written appeal of the adverse determination to

the RPMC or its delegate in writing within the sixty (60) day period will render the Plan

Administrator‟s determination final, binding and conclusive.”

3. By deleting Section 11.02 of the Basic Plan Document and substituting therefor

the following:

“11.02 Review. Any person whose application for benefits is denied in whole or

in part may appeal to the Administrator for review of the decision by submitting, within

sixty days after receiving notice of the denial of the claim, a written statement to the

RPMC or its delegate that:

(a) requests a review of the application for benefits;

(b) sets forth all of the grounds upon which the request for review is

based and any facts in support of such request; and

(c) sets forth any issues or comments that the applicant deems

pertinent to the application.

In addition, an applicant may submit written comments, documents,

records, and other information in support of the appeal, and the applicant shall be

provided, free of charge, reasonable access to and copies of all documents, records and

other information relevant to the applicant‟s claim for benefits.

The RPMC, or such committee that the RPMC establishes under its

bylaws to review appeals for the denial of benefits, shall review appeals of denials of

applications for benefits submitted to it. The RPMC or its delegate shall act upon each

appeal within sixty days after receipt of the applicant‟s request for review by the RPMC

or its delegate. The RPMC or its delegate shall make a full and fair review of each

application and any written material submitted by the applicant in connection with such

review, without regard to whether such information was submitted or considered in the

initial benefit determination. If the RPMC or its delegate determines that special

circumstances require an extension of time for processing an appeal, it may extend the

initial period, in which case written notice of the extension shall be furnished to the

applicant before the end of the initial period indicating the special circumstances

requiring an extension and the date by which the RPMC or its delegate expects to render

a determination on review. In no event shall such extension exceed a period of sixty days

from the end of the initial period. Based on this review, the RPMC or its delegate shall

make an independent determination of the applicant‟s eligibility for benefits under the

Plan.

In the case of a denial of any appeal, the RPMC or its delegate shall notify

the applicant in writing of such determination and shall set forth, in a manner calculated

3

to be understood by the applicant, the specific reasons for the adverse determination,

references to the specific Plan provisions on which the determination is based, a

statement that the applicant is entitled to receive, upon request and free of charge,

reasonable access to and copies of all documents, records and other information relevant

to the applicant‟s claim for benefits.

The decision of the RPMC or its delegate on any application for benefits

shall be final and conclusive upon all persons.”

Except as specifically amended hereby, the Plan shall remain in full force and effect prior

to this Amendment.

[SIGNATURE PAGE IS NEXT PAGE]

4

IN WITNESS WHEREOF, the County has caused this Amendment to be executed as of

the day and year first above written.


By: _______________________________

Chairperson




RESOLUTIONS OF THE GWINNETT COUNTY

BOARD OF COMMISSIONERS

RESOLUTIONS OF THE GWINNETT COUNTY BOARD OF COMMISSIONERS

APPROVING THE RESTATEMENT OF THE GWINNETT COUNTY DEFINED BENEFIT

PLAN AND THE GWINNETT COUNTY BOARD OF COMMISSIONERS DEFINED

CONTRIBUTION PLAN, AND AUTHORIZING THE CHAIRMAN OF THE BOARD OF

COMMISSIONERS TO EXECUTE THE RESTATEMENTS AND RELATED DOCUMENTS

AND THE SUBMISSION OF APPROPRIATE DETERMINATION LETTER

APPLICATIONS TO THE INTERNAL REVENUE SERVICE.

WHEREAS, Gwinnett County (the “County”) has adopted and maintains the Gwinnett

County Defined Benefit Plan (the “DB Plan”) and the Gwinnett County Board of Commissioners

Defined Contribution Pension Plan (the “DC Plan”);

WHEREAS, the County now wishes to amend and restate the DB Plan and the DC Plan

in their entirety to update the DB Plan and the DC Plan for applicable amendments and law

changes;

WHEREAS, the County now wishes to amend the DB Plan for determining the accrued

benefit for certain elected officials who receive supplemental compensation from the County;

WHEREAS, the County wishes to submit the DB Plan and the DC Plan to the Internal

Revenue Service for favorable determination letters during the applicable remedial amendment

period cycle for governmental plans, which ends on January 31, 2014; and

WHEREAS, the Retirement Plans Management Committee approved the proposed

restatements of the DB Plan and the DC Plan at a meeting held on December 2, 2013;

NOW, THEREFORE, BE IT RESOLVED, that the Gwinnett County Board of

Commissioners (the “Board of Commissioners”) hereby authorizes and approves the adoption of

the amended and restated Gwinnett County Defined Benefit Plan and the amended and restated

Gwinnett County Board of Commissioners Defined Contribution Pension Plan in substantially

the forms attached hereto (the “Restatements”).

IT IS FURTHER RESOLVED, that the Board of Commissioners hereby authorizes and

directs the Chairman of the Board of Commissioners or his or her designee to submit the

Restatements to the Internal Revenue Service for favorable determination letters during the

applicable remedial amendment period cycle for governmental plans, which ends on January 31,

2014.

IT IS FURTHER RESOLVED, that the Chairman of the Board of Commissioners or his

or her designee is hereby authorized, empowered and directed to take all actions and to execute

and deliver all agreements, instruments, indentures and documents as he or she shall deem

necessary to carry out the intent of the foregoing resolutions, including, without limitation, the

2

execution and delivery of the Restatements described above and submitting the appropriate

determination letter applications to the Internal Revenue Service.

IT IS FURTHER RESOLVED, that the signature of the Chairman of the Board of

Commissioners or his or her designee on any agreement, instrument, indenture or document shall

be conclusive evidence of his or her authority.

BE IT FINALLY RESOLVED, that this Resolution shall become effective when

adopted, and that all resolutions and parts of resolutions in conflict with this Resolution are

hereby repealed to the extent of the conflict

This resolution is adopted this ____ day of December, 2013.

BOARD OF COMMISSIONERS

GWINNETT COUNTY, GEORGIA

By: _______________________________

Charlotte J. Nash

Chairman

ATTEST: ____________________________

GWINNETT COUNTY

DEFINED BENEFIT PLAN

As Amended and Restated Effective January 1, 2013

GWINNETT COUNTY DEFINED BENEFIT PLAN

Gwinnett County (“County”) previously participated in the Association County

Commissioners of Georgia Benefit Plan and the Association County Commissioner of Georgia

Defined Benefit Plan Master Trust Agreement sponsored by the Association County

Commissioners of Georgia. Having determined that it is in the best interests of the participants

and beneficiaries, the County hereby establishes the Gwinnett County Defined Benefit Plan

(“Plan”) for the benefit of its employees and other eligible individuals as provided herein. Assets

held in the Association County Commissioner of Georgia Defined Benefit Plan Master Trust for

the benefit of Gwinnett County Employees shall be transferred to the Plan, and in no event will a

Participant‟s Account after the transfer of assets be less than his account prior to the transfer of

assets. No employees whose initial hire date with Gwinnett County is on or after January 1,

2007 may become eligible to participate in the Plan. Employees terminating employment on or

after January 1, 2007 may not return to the Plan.

The Plan is intended to conform to state and federal provisions applicable to government

qualified plans and to qualify under the provisions of the Internal Revenue Code of 1986, as

amended. This amendment and restatement is intended to incorporate all prior Plan amendments

and should be construed as a continuation of the Plan as previously in effect.

i

TABLE OF CONTENTS

ARTICLE I: DEFINITIONS ...........................................................................................................1

1.01 ACCG Plan ..............................................................................................................1 1.02 Accrued Benefit .......................................................................................................1

1.03 Accumulated Employee Contributions ....................................................................1 1.04 Actuarial Equivalence or Actuarial Equivalent .......................................................1 1.05 Actuary .....................................................................................................................1 1.06 Annuity Starting Date ..............................................................................................2 1.07 Average Monthly Compensation .............................................................................2

1.08 Beneficiary ...............................................................................................................2 1.09 Benefit Commencement Date ..................................................................................2 1.10 Benefit Payment Date ..............................................................................................3

1.11 Break in Service .......................................................................................................3 1.12 Code .........................................................................................................................3 1.13 Compensation ..........................................................................................................3

1.14 County ......................................................................................................................4 1.15 Credited Service .......................................................................................................4

1.16 Defined Contribution Plan .......................................................................................5 1.17 Disability or Disabled ..............................................................................................5 1.18 Disability Pension ....................................................................................................5

1.19 Early Retirement Pension ........................................................................................5 1.20 Early Retirement Date..............................................................................................5

1.21 Effective Date ..........................................................................................................5 1.22 Elapsed Time Method ..............................................................................................6 1.23 Eligibility Service ....................................................................................................6

1.24 Employee .................................................................................................................6

1.25 Employer ..................................................................................................................7 1.26 Employment Commencement Date .........................................................................8 1.27 Full-time Employee .................................................................................................8

1.28 Hour of Service ........................................................................................................8 1.29 Inactive Participant ..................................................................................................9

1.30 Late Retirement Date ...............................................................................................9 1.31 Leave of Absence .....................................................................................................9

1.32 Limitation Year ......................................................................................................10 1.33 Maternity or Paternity Leave .................................................................................10 1.34 Non-forfeitable .......................................................................................................10 1.35 Nontransferable Annuity ........................................................................................10 1.36 Normal Retirement Date ........................................................................................10

1.37 Normal Retirement Pension ...................................................................................11 1.38 Participant ..............................................................................................................11

1.39 Participation Commencement Date .......................................................................11 1.40 Participant Contribution Account ..........................................................................11 1.41 Period of Service ....................................................................................................11 1.42 Period of Severance ...............................................................................................12 1.43 Plan ........................................................................................................................12 1.44 Plan Administrator .................................................................................................12

ii

1.45 Plan Entry Date ......................................................................................................12

1.46 Plan Sponsor ..........................................................................................................12 1.47 Plan Year ................................................................................................................12 1.48 Reduced Early Retirement Pension .......................................................................12

1.49 Reemployment Commencement Date ...................................................................12 1.50 Retire or Retirement ...............................................................................................12 1.51 Schedule A .............................................................................................................13 1.52 Schedule B .............................................................................................................13 1.53 Schedule C .............................................................................................................13

1.54 Service....................................................................................................................13 1.55 Severance from Service Date .................................................................................13 1.56 Spouse or Surviving Spouse ..................................................................................13 1.57 Termination of Employment ..................................................................................13

1.58 Transition Period ....................................................................................................14 1.59 Transition Rule Employees ....................................................................................14

1.60 Trust .......................................................................................................................14 1.61 Trust Fund ..............................................................................................................14

1.62 Trustee....................................................................................................................14 1.63 Unreduced Early Retirement Pension ....................................................................14 1.64 USERRA ................................................................................................................14

1.65 Vesting Service ......................................................................................................15

ARTICLE II: EMPLOYEE PARTICIPATION ............................................................................16

2.01 Participation Eligibility ..........................................................................................16 2.02 Participation Upon Reemployment ........................................................................16 2.03 Eligibility for Plans on and after November 1, 2004 .............................................17

2.04 Transition Rules .....................................................................................................18

ARTICLE III: COUNTY CONTRIBUTIONS ..............................................................................20

3.01 Amount ..................................................................................................................20 3.02 Determination of Contribution ...............................................................................20

ARTICLE IV: PARTICIPANT CONTRIBUTIONS ....................................................................21

4.01 County Pick-Up Contributions ..............................................................................21 4.02 Earnings on Accumulated Employee Contributions ..............................................21 4.03 Refund of Participant Contribution Account .........................................................21

4.04 Repayment of Participant Contribution Account ...................................................22 4.05 USERRA Contributions .........................................................................................23

ARTICLE V: NORMAL AND LATE RETIREMENT PENSION ..............................................24

5.01 Normal or Late Retirement Pension ......................................................................24 5.02 Amount of Normal or Late Retirement Pension ....................................................24 5.03 Computation and Payment of Normal or Late Retirement Pension ......................24 5.04 Late Retirement ......................................................................................................25

5.05 Vesting Schedule ...................................................................................................25

iii

ARTICLE VI: EARLY RETIREMENT PENSION ......................................................................27

6.01 Eligibility for Early Retirement Pension................................................................27 6.02 Amount of Early Retirement Pension ....................................................................27 6.03 Computation and Payment of Early Retirement Pension ......................................27

6.04 Limited Offering of Early Retirement Pension Under Alternative Eligibility

Requirements .........................................................................................................28

ARTICLE VII: DISABILITY PENSION ......................................................................................29

7.01 Offering of Disability Pension ...............................................................................29 7.02 Amount of Disability Pension ................................................................................29

7.03 Computation and Payment of Disability Pension ..................................................29 7.04 Recovery from Disability .......................................................................................30 7.05 Continuing Evidence of Total Disability ...............................................................30

7.06 Ceasing Eligibility for Social Security Disability ..................................................30

ARTICLE VIII: DEATH BENEFITS ...........................................................................................31

8.01 Pre-Retirement Death Benefit ................................................................................31

8.02 Post Retirement Death Benefit...............................................................................31 8.03 Disability Death Benefit ........................................................................................31

8.04 Deferred Vested Pension Death Benefit ................................................................31 8.05 Incidental Death Benefit ........................................................................................32 8.06 Death Benefits Under USERRA ............................................................................32

ARTICLE IX: PAYMENT OF ACCRUED BENEFIT - OPTIONAL FORMS OF PAYMENT 33

9.01 Normal Form of Benefit.........................................................................................33

9.02 Optional Forms of Benefit .....................................................................................33

9.03 Cost of Living Adjustment.....................................................................................34

9.04 Commencement of Benefits/Payment Schedules ..................................................34 9.05 Continued Employment After Normal Retirement ................................................37

9.06 Repayment of Lump Sum Pension ........................................................................37 9.07 Reemployment of Retired Participant ....................................................................38 9.08 Rollovers ................................................................................................................38

ARTICLE X: MISCELLANEOUS PROVISIONS AFFECTING THE CREDITING OF

SERVICE ...............................................................................................................41

10.01 No Disregard of Service.........................................................................................41 10.02 Service Upon Reemployment ................................................................................41

10.03 Transferred Service Credit from Certain Other Prior Employers ..........................41

10.04 Credited Service Under USERRA for Contributory Plans ....................................42

ARTICLE XI: MISCELLANEOUS PROVISIONS AFFECTING THE PAYMENT OF

BENEFITS .............................................................................................................43

11.01 General ...................................................................................................................43 11.02 Suspension of Benefits ...........................................................................................43 11.03 Merger of Plan .......................................................................................................43 11.04 Trustee-to-Trustee Transfer ...................................................................................43 11.05 Forfeiture of Benefits .............................................................................................44

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11.06 Payments to Minors or Legally Incompetent Persons ...........................................44

11.07 Unclaimed Payments .............................................................................................44 11.08 Assignment or Alienation ......................................................................................44 11.09 No Decrease in Benefits by Change in Social Security .........................................44

11.10 Limitation on Benefit .............................................................................................45

ARTICLE XII: COUNTY ADMINISTRATIVE PROVISIONS..................................................50

12.01 Information to Plan Administrator .........................................................................50 12.02 Indemnity of Trustees ............................................................................................50 12.03 Amendment to Vesting Schedule...........................................................................50

ARTICLE XIII: PARTICIPANT ADMINISTRATIVE PROVISIONS .......................................51

13.01 Beneficiary Destination .........................................................................................51 13.02 No Beneficiary Designation ...................................................................................51

13.03 Personal Data to Plan Administrator......................................................................51 13.04 Address for Notification ........................................................................................52 13.05 Notice of Change in Terms ....................................................................................52

13.06 Litigation Against the Trust ...................................................................................52 13.07 Information Available ............................................................................................52

13.08 Appeal Procedure for Denial of Benefits ...............................................................53

ARTICLE XIV: CONTRIBUTIONS AND ADMINISTRATION OF FUNDS ...........................54

14.01 Use of Trust Fund ..................................................................................................54

14.02 Use of Group Annuity Contracts ...........................................................................54 14.03 Amount of County Contributions ..........................................................................54

14.04 Use of Forfeitures ..................................................................................................54

14.05 Contingent Nature of County Contributions ..........................................................54

14.06 Form of County Contribution ................................................................................54 14.07 Exclusive Benefit ...................................................................................................54

14.08 Condition for Refund of Contributions ..................................................................55 14.09 Evidence .................................................................................................................55 14.10 No Responsibility for County Action ....................................................................55

14.11 Waiver of Notice ....................................................................................................55 14.12 Successors ..............................................................................................................55 14.13 Word Usage ...........................................................................................................55 14.14 State Law ...............................................................................................................55

14.15 Employment Not Guaranteed ................................................................................55

ARTICLE XV: AMENDMENT AND TERMINATION .............................................................57

15.01 Amendment by the County ....................................................................................57 15.02 Limitations on Amendments ..................................................................................57 15.03 Termination or Freeze by the County ....................................................................57 15.04 Effect of Termination .............................................................................................57 15.05 Distribution Upon Termination of Trust ................................................................57

15.06 Over-funding ..........................................................................................................58 15.07 Notice Requirements ..............................................................................................58 15.08 Full Vesting on Termination ..................................................................................58

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ARTICLE XVI: QUALIFIED GOVERNMENTAL EXCESS BENEFIT ARRANGEMENT ....59

16.01 Section 415(m) Arrangement .................................................................................59 16.02 Benefits ..................................................................................................................59 16.03 Payments to Participants ........................................................................................59

16.04 Benefits Upon Reemployment ...............................................................................59 16.05 Limitation on Benefits ...........................................................................................59 16.06 Errors and Omissions .............................................................................................60 16.07 Taxes ......................................................................................................................60 16.08 Source of Funds .....................................................................................................60

16.09 Trust .......................................................................................................................60

1

ARTICLE I: DEFINITIONS

1.01 ACCG Plan

“ACCG Plan” shall mean the pension plan adopted by the County effective January 1,

1971 that was sponsored by the Association County Commissioners of Georgia. The

County terminated its participation in the ACCG Plan effective December 31, 2006.

1.02 Accrued Benefit

“Accrued Benefit” means, subject to Plan termination provisions in Article XVI, a

Participant‟s Normal Retirement Pension under Section 5.02, as determined by the

County. The Accrued Benefit shall include the value of the Participant Contribution

Account, if any.

1.03 Accumulated Employee Contributions

“Accumulated Employee Contributions” means Participant contributions made pursuant

to Article IV.

1.04 Actuarial Equivalence or Actuarial Equivalent

“Actuarial Equivalence” or “Actuarial Equivalent” means a benefit of equivalent value to

a straight life annuity for the life of the Participant, whether in the form of an annuity, a

lump sum or otherwise, based on the 1983 Group Annuity Mortality Table using a blend

of fifty percent (50%) male and fifty percent (50%) female rates and an interest rate of

seven percent (7.0%). Notwithstanding the foregoing, for purposes of determining the

Actuarial Equivalent for a plan to plan transfer elected by a Participant from the Plan to

the County‟s Defined Contribution Plan and for the purchase of up to five years of

additional Credited Service, the Plan will use an interest rate of eight percent (8.0%). For

Limitation Years beginning prior to January 1, 2008, notwithstanding any other Plan

provisions to the contrary, the applicable mortality table used for purposes of adjusting

any benefit or limitation under Code Section 415(b)(2)(B), (C), or (D), to the extent

applicable to governmental plans, and Section 11.10 of the Plan is the table prescribed in

Revenue Ruling 2001-62 and any subsequent guidance thereto. For Limitation Years

beginning on or after January 1, 2008, the applicable mortality table used for purposes of

adjusting any benefit or limitation under Code Section 415(b)(2)(B), (C), or (D), to the

extent applicable to governmental plans, and Section 11.10 of the Plan is the table

prescribed in Section 1.417(e)-1(d)(2) of the Treasury Regulations and any subsequent

guidance thereto.

1.05 Actuary

“Actuary” means an enrolled actuary selected by the Trustees to provide actuarial

services for the Plan.

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1.06 Annuity Starting Date

“Annuity Starting Date” means the first day of the first period for which an amount is

paid as an annuity or any other form of benefit; provided, however, such date shall be a

date falling within sixty (60) days after a Participant has met all the requirements of a

Normal or Late Retirement Pension, Early Retirement Pension, or a Disability Pension.

1.07 Average Monthly Compensation

“Average Monthly Compensation” means the arithmetic average of monthly

Compensation, which results in the highest such average, paid to a Participant by the

Employer for the sixty (60) consecutive calendar months, ignoring any Breaks in Service,

out of the Participant‟s last 120 calendar months of monthly Compensation, including the

calendar month in which the Participant receives his final paycheck in connection with

his Termination of Employment.

If a Participant has a Leave of Absence under the provisions of the Family and Medical

Leave Act (“FMLA”), the months prior to such Leave of Absence and the months after

such Leave of Absence shall be considered consecutive for purposes of this Section.

If the Participant has a Leave of Absence under the provisions of the Uniformed Services

Employment and Reemployment Rights Act of 1994, as such Act may be amended from

time to time (“USERRA”), the months prior to and after such Leave of Absence shall be

considered consecutive for purposes of this Section, unless the Participant makes up the

Employer Pick-up Contributions that would have been due during this time in accordance

with Section 4.05. If such contributions are made up, for purposes of this Section, the

Participant shall be treated as receiving Compensation equal to the Compensation the

Participant would have received during such period if the Participant were not in

qualified military service, determined based on the rate of pay the Participant would have

received but for the Leave of Absence; provided, however if the Compensation the

Participant would have received during such period is not reasonably certain,

Compensation for this purpose shall equal the Participant‟s average Compensation during

the 12 months immediately preceding the qualified military service (or, if shorter, the

period of employment immediately preceding the qualified military service).

1.08 Beneficiary

“Beneficiary” means a person designated by a Participant who is or may become entitled

to a benefit under the Plan. Participants shall designate their Beneficiaries in accordance

with Section 13.01 of the Plan. A Beneficiary who becomes entitled to a benefit under

the Plan shall remain a Beneficiary under the Plan until the Trustee has fully distributed

his benefit to him, at which time he will cease to be a Beneficiary.

1.09 Benefit Commencement Date

“Benefit Commencement Date” means, with respect to a Participant, joint annuitant, or

Beneficiary, the date as of which benefit amounts are determined as specified in Section

9.04 of the Plan.

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1.10 Benefit Payment Date

“Benefit Payment Date” means, with respect to a Participant, joint annuitant, or

Beneficiary, the date elected on a form submitted to the Plan Administrator on which

benefit payments shall commence. Except as provided in Section 9.04 of the Plan or in

the case of an involuntary lump sum payment under Section 5.03(c) or 6.03(c), a

Participant shall elect his Benefit Payment Date on a form provided by the Plan

Administrator.

1.11 Break in Service

(a) “Break in Service” means, with respect to an Employee who terminated prior to

January 1, 2007, a Period of Severance of twelve (12) consecutive months.

(b) For a Leave of Absence, including Military Leave under USERRA, and FMLA

Leave under the Family and Medical Leave Act of 1993, a Break in Service shall

not be deemed to have occurred if the Employee returns to Service of the County

following the Leave of Absence within the time required by federal or state law.

(c) For purposes of determining when a Break in Service begins for a Participant on

Maternity or Paternity Leave, the Severance from Service Date of an Employee

who is absent from employment beyond the first anniversary of his first date of

absence is the second anniversary of the first date of absence. The period

between the first and second anniversaries is not a Period of Service. The period

between the first and second anniversaries is not a Period of Severance unless the

Participant fails to return from Leave. No Service shall be credited due to

Maternity or Paternity Leave as described in this Section unless the Employee

furnishes proof satisfactory to the County that the need for leave was due to

Maternity or Paternity Leave.

(d) The County shall prescribe procedures to make uniform and nondiscriminatory

determinations required by this Section.

1.12 Code

“Code” means the Internal Revenue Code of 1986, as amended.

1.13 Compensation

“Compensation” means the total amount of all payments, direct or indirect, made by the

County to an Employee for services rendered to the County, for a calendar year which

ends within a Plan Year, as defined in Code Section 3401(a) for purposes of tax

withholding at the source (as reported to the Employee on Form W-2 for such year),

excluding pay for overtime, overtime premium, scheduled overtime, and scheduled

overtime premium. Compensation shall include before-tax or salary deferral

contributions made to this Plan or any other plan of the County, under a Code Section

132(f)(4) qualified transportation plan or under Code Sections 125, 402(g)(3), 457 or

414(h), on behalf of a Participant for such Plan Year.

4

Notwithstanding the foregoing, in no event shall the Compensation of a Participant taken

into account under the Plan for any Plan Year exceed (i) $200,000 for Plan Years

beginning on or after January 1, 1989, (ii) $150,000 for Plan Years on or after the later of

(a) January 1, 1996 or (b) the 90th day after the opening of the first legislative session

that begins on or after January 1, 1996, or (iii) for Plan Years beginning on or after

January 1, 2002, the limitations of Code Section 401(a)(17) in effect as of the beginning

of the Plan Year (i.e., $255,000 for 2013). The limitations set forth in the preceding

sentence shall be subject to adjustment annually as provided in Code Section

401(a)(17)(B) and Code Section 415(d); provided, however, that the dollar increase in

effect on January 1 of any calendar year, if any, is effective for the Plan Year. The

monthly limitation on Compensation for any Participant shall be determined in

accordance with Code Section 401(a)(17) and the applicable regulations thereunder.

However, the Code Section 401(a)(17) limits in this Section 1.13 shall not apply to

Transition Rule Employees to the extent the application of the limitation would reduce

the amount of Compensation that is allowed to be taken into account under the Plan

below the amount that was allowed to be taken into account under the Plan as in effect on

July 1, 1993, as adjusted from time to time.

Compensation shall not include, with respect to a State Court Judge, a Juvenile Court

Judge, the Solicitor-General, a Superior Court Judge, or the District Attorney, that portion

of his salary as defined in O.C.G.A. § 47-23-100 which is used for purposes of

mandatory participation in a State or federal retirement pension plan pursuant to

O.C.G.A. § 47-23-101.

1.14 County

“County” means Gwinnett County.

1.15 Credited Service

“Credited Service” means the measurement of a Participant‟s Service as an Employee

after the Original Effective Date of the Plan that is used to determine the Participant‟s

Accrued Benefit. Credited Service shall include only full-time service and shall be

determined by the Elapsed Time Method.

Participants who have qualified military service and are reemployed by the Employer

under USERRA shall be entitled to Credited Service for the time spent in qualified

military service to the extent required by USERRA, as provided in Section 4.05 and

Section 10.04.

Credited Service shall include Service prior to the Effective Date of the Plan, sick leave,

and retirement reserve leave. Furthermore, the County, as part of an employment

contract with Appointed Officials, may agree to provide additional Credited Service. In

no event, however, shall the additional Credited Service exceed five (5) years.

5

1.16 Defined Contribution Plan

“Defined Contribution Plan” means the qualified defined contribution retirement plan

entitled “Gwinnett County Board of Commissioners Defined Contribution Pension Plan”,

approved by Gwinnett County by resolution of the Gwinnett County Board of

Commissioners on July 18, 2000, effective as of August 1, 2000.

1.17 Disability or Disabled

A Participant is “Disabled” if he is entitled to disability benefits under the federal Social

Security Act.

1.18 Disability Pension

“Disability Pension” means, with respect to a Participant, the benefit described in Article

VII of the Plan.

1.19 Early Retirement Pension

“Early Retirement Pension” means an Unreduced Early Retirement Pension or a Reduced

Early Retirement Pension.

1.20 Early Retirement Date

“Early Retirement Date” means the following dates when a Participant becomes eligible

for an Early Retirement Pension:

(a) Schedule A. A Participant accruing benefits under Schedule A shall be entitled to

an Unreduced Early Retirement Pension when he completes thirty (30) years of

Vesting Service. A Participant accruing benefits under Schedule A will be

entitled to a Reduced Early Retirement Pension on the later of the date he attains

sixty (60) years of age and completes ten (10) years of service.

(b) Schedule B or Schedule C. A Participant accruing benefits under Schedule B or

Schedule C shall be entitled to an Unreduced Early Retirement Pension on the

earlier of the following dates: (i) the Participant completes thirty (30) years of

Vesting Service; or (ii) later of the date (A) he attains fifty (50) years of age and

(B) his age, combined with his years of Vesting Service, equals or exceeds

seventy-five (75). A Participant accruing benefits under Schedule B or Schedule

C will be entitled to a Reduced Early Retirement Pension on the later of the date

he attains sixty (60) years of age and completes ten (10) years of service.

1.21 Effective Date

“Effective Date” of the Plan means January 1, 2007.

6

1.22 Elapsed Time Method

“Elapsed Time Method” shall mean the method of computing Service by reference to the

total time (years and months) that elapses between the Employee‟s Employment

Commencement Date and the Employee‟s Severance from Service Date. The total time

need not be consecutive.

For the purpose of calculating Eligibility Service, Vesting Service and Credited Service, a

Participant shall accrue one month for each month in which he is credited with one Hour

of Service as a Full-time Employee of the County, and shall accrue one year for each 12

month period. The elapsed time service method calculates years and months by rounding

up any days to a whole month. The calculations for Eligibility Service, Credited Service

and Vesting Service shall be subject to the Break in Service provisions

1.23 Eligibility Service

“Eligibility Service” means the measurement of an Employee‟s Full Time Service for

purposes of determining whether the Employee is eligible for the Plan and is measured

from the Employee‟s Employment Commencement Date and each anniversary thereof to

the date an Employee first becomes a Plan Participant. Eligibility Service shall be


1.24 Employee

“Employee” means any individual employed by the County, but shall exclude:

(a) any individual classified by the County as an independent contractor;

(b) any leased employee as defined in Section 414(n) of the Code; and

(c) any other individual employed by the County who is not designated as any of the

following:

(i) A full-time Employee, as defined by County policy as any Employee

eligible under the Employer‟s personnel policies to receive all

supplemental benefits including pension benefits;

(ii) County Commissioners, except as specifically excluded in subsection

(d)(iii) below;

(iii) The following elected officials of the County with no other County funded

retirement or pension plan:

A. Sheriff;

B. Tax Commissioner;

C. Clerk of Superior Court;

7

D. State Court Judge;

E. Probate Court Judge;

F. Juvenile Court Judge;

G. Magistrate Court Judge; and

H. Solicitor-General.

(iv) Superior Court Judges and the District Attorney who are elected officials

receiving supplemental compensation from the County.

(d) Notwithstanding the foregoing, the following employees are specifically excluded

from participation:

(i) Employees with an Employment or Reemployment Commencement Date

on or after January 1, 2007;

(ii) Employees who participate in the County‟s Defined Contribution Plan and

who did not elect to participate in 2004 in the Defined Benefit Plan or who

do not have a prior deferred vested benefit in the Defined Benefit Plan

(iii) (1) County Commissioners and Elected Officials with an Employment or

Reemployment Commencement Date prior to August 1, 2000 who elected

to participate in the Employer‟s defined contribution pension plan; (2)

Appointed Officials with an Employment or Reemployment

Commencement Date on or after August 1, 2000; and (3) County

Commissioners with an Employment Commencement Date on or after

August 1, 2000 who have elected to participate in the Defined

Contribution Plan;

(iv) Extension Agents in TRS; and

(v) Employees who are active members of a state retirement or pension plan,

if such plan is funded in part or in whole by County contributions.

For purposes of this section, “Appointed Official” means a Full-time Employee who is

not part of the classified service and who serves at the pleasure of the Board of

Commissioners, the County Administrator, the Deputy County Administrator, or other

Elected Officials.

Excluded employees under (b) and (c) above shall be considered “Ineligible Employees”.

1.25 Employer

“Employer” means Gwinnett County, Georgia.

8

1.26 Employment Commencement Date

“Employment Commencement Date” means the date on which the Employee first

performs an Hour of Service for the County.

1.27 Full-time Employee

“Full-time Employee” means any Employee who is eligible under the County‟s personnel

policies to receive all supplemental benefits, including pension benefits.

1.28 Hour of Service

“Hour of Service” means the increments of time described in sections (a), (b), and (c)

hereof (as applicable) subject to any limitations set forth herein:

(a) Each hour for which the County, either directly or indirectly, pays an Employee,

or for which the Employee is entitled to payment, for the performance of duties

during the Plan Year. The County shall credit Hours of Service under this

paragraph (a) to the Employees for the Plan Year in which the Employee

performs the duties, irrespective of when paid;

(b) Each hour for back pay, irrespective of mitigation of damages, to which the

County has agreed or for which the Employee has received an award. The County

shall credit Hours of Service under this paragraph (b) to the Employee for the

Plan Year(s) to which the award or the agreement pertains rather than for the Plan

Year in which the award, agreement or payment is made;

(c) Each hour for which the County, either directly or indirectly, pays an Employee,

or for which the Employee is entitled to payment (irrespective of whether the

employment relationship is terminated), for reasons other than for the

performance of duties during a Plan Year, such as Leave of Absence, vacation,

holiday, sick leave, illness, incapacity (including Disability), layoff, jury duty, or

military duty, provided:

(i) The County shall not credit more than five hundred and one (501) Hours

of Service under this paragraph (c) to an Employee on account of any

single continuous period during which the Employee does not perform any

duties as an Employee (whether or not such period occurs during a single

Plan Year). The County shall credit Hours of Service under this paragraph

(c) in accordance with the rules of paragraphs (b) and (c) of Department of

Labor Regulation Section 2530.200b-2, which the Plan, by this reference,

specifically incorporates in full within this paragraph (c);

(ii) An hour for which an Employee is directly or indirectly paid, or entitled to

payment, on account of a period during which he performs no duties as an

Employee shall not be credited as an Hour of Service if such payment is

made or due under a plan maintained solely to comply with applicable

9

workers‟ compensation, unemployment compensation, or disability

insurance laws; and

(iii) Hours of Service shall not be credited to an Employee for a payment that

solely reimburses such Employee for medical or medically related

expenses incurred by him.

(d) Each hour for which the Employee is required to be granted leave under

USERRA.

(e) The County shall not credit an Hour of Service under more than one (1) of the

above paragraphs (a), (b), (c) or (d). If the Service counted under this Section

1.27 can be counted under more than one of these paragraphs, the rule crediting

the greatest number of Hours of Service shall apply. The County shall resolve any

ambiguity with respect to the crediting of an Hour of Service in favor of the

Employee.

(f) The County shall credit Hours of Service under this Section 1.27 in accordance

with Department of Labor Regulation Section 2530.200b-2(b) and (c), 29 CFR

Part 2530, as amended, which the Plan, by this reference, specifically incorporates

in full, or such other federal regulations as may from time to time be applicable.

1.29 Inactive Participant

“Inactive Participant” means a Participant who is no longer receiving Credited Service

under the Plan but has not yet received his or her entire Non-forfeitable Accrued Benefit

due (if any) under the Plan.

1.30 Late Retirement Date

“Late Retirement Date” means the date the Participant actually Retires from employment

with the County after his Normal Retirement Date.

1.31 Leave of Absence

“Leave of Absence” means a paid or unpaid excused leave of absence granted to an

Employee in accordance with applicable federal or state law or the County‟s personnel

policy. Leave of Absence shall include the following:

(a) Military Leave.

Employees who leave the service of the County, voluntarily or involuntarily, to

enter the Armed Forces of the United States, provided: (i) the Employee is

legally entitled to reemployment under USERRA, and (ii) the Employee applies

for and reenters service with the County within the time, in the manner, and under

the conditions prescribed by USERRA or any other similar and applicable law.

(b) FMLA Leave.

10

Employees who leave the service of the County under the provisions of the

Family and Medical Leave Act of 1993 (“FMLA”) provided that the Employee

returns to active employment within the time required under the FMLA.

(c) Other Leave.

Employees who leave the service of the Employee under such other

circumstances as the County shall determine are fair, reasonable and equitable as

applied uniformly among Employees under similar circumstances.

1.32 Limitation Year

“Limitation Year” means the calendar year.

1.33 Maternity or Paternity Leave

“Maternity or Paternity Leave” means any period during which an Employee is absent

from work with the County: (a) due to the pregnancy of such Employee, (b) due to the

birth of a child of such Employee, (c) due to the placement of a child with such Employee

in connection with the adoption of a child by such Employee, or (d) for purposes of such

Employee caring for such child immediately after such birth or placement.

1.34 Non-forfeitable

“Non-forfeitable” means a Participant‟s or Beneficiary‟s unconditional claim, legally

enforceable against the Plan, to the Participant‟s Accrued Benefit. If a Participant is one

hundred percent (100%) vested in any benefit under the Plan, such benefit is considered

Non-forfeitable.

1.35 Nontransferable Annuity

“Nontransferable Annuity” means an annuity, which by its terms provides that it may not

be sold, assigned, discounted, or pledged as collateral for a loan or security for the

performance of an obligation or for any purpose to any person other than the annuity

provider. If the Trustee distributes an annuity contract, such contract must be a

Nontransferable Annuity.

1.36 Normal Retirement Date

“Normal Retirement Date” means the date the Participant becomes eligible for a Normal

Retirement Pension. A Participant will become eligible for a Normal Retirement Pension

on the later of the date the Participant attains age 65 and completes 5 years of Vesting

Service or, if an Employee has an Employment or Reemployment Commencement Date

prior to November 1, 2004, the later of the date the Participant attains age sixty-five (65)

and completes three (3) years of Vesting Service. Unused sick and/or retirement reserve

leave shall be included to reduce the age and/or vesting service required to meet the age

and/or vesting requirements if the Participant chooses.

11

1.37 Normal Retirement Pension

A “Normal Retirement Pension” under Schedule A means:

two and one-quarter percent (2.25%) of a Participant‟s Average Monthly

Compensation multiplied by years of full time Credited Service.

A “Normal Retirement Pension” under Schedule B means:


Compensation multiplied by years of full-time Credited Service.

A “Normal Retirement Pension” under Schedule C means:

two and one-half percent (2.5%) of a Participant‟s Average Monthly


1.38 Participant

“Participant” means a Full-time Employee who is eligible to be and is actively

participating in the Plan in accordance with the provisions of Article II of the Plan. An

Employee who becomes a Participant shall remain an active or Inactive Participant under

the Plan until the Trustee has fully distributed his Non-forfeitable Accrued Benefit to

him.

1.39 Participation Commencement Date

“Participation Commencement Date” means the date a Participant first commences

participation under the Plan.

1.40 Participant Contribution Account

“Participant Contribution Account” means the account and sub-accounts established by

the Plan Administrator to reflect Accumulated Employee Contributions by the Participant

to the Trust, if any, plus interest credited thereon as required under the Plan. In addition

to any other accounts the Plan Administrator shall establish, the Plan Administrator shall

establish a separate book account (which shall be adjusted to reflect contributions,

interest and other credits or charges attributable thereto) for each Participant to be

designated the “County Pick-Up Contribution Account,” which shall reflect a

Participant‟s interest in the County pick-up contributions made under Section 4.01 of the

Plan.

1.41 Period of Service

“Period of Service” means the Employee‟s period of employment with the County

commencing with the Employment Commencement Date or the Reemployment

Commencement Date, whichever is applicable, and ending on the Employee‟s Severance

from Service Date.

12

1.42 Period of Severance

“Period of Severance” means, a continuous period of time during which the Employee is

not employed by the County, commencing on the Employee‟s Severance from Service

Date and ending on the Employee‟s Reemployment Commencement Date.

1.43 Plan

“Plan” means the Gwinnett County Defined Benefit Plan, as set forth herein.

1.44 Plan Administrator

“Plan Administrator” means the County or, if applicable, the “Plan Administrator” as

defined in Code Section 414(g).

1.45 Plan Entry Date

“Plan Entry Date” means the date the Employee is hired.

1.46 Plan Sponsor

“Plan Sponsor” means Gwinnett County, Georgia

1.47 Plan Year

“Plan Year” means the calendar year.

1.48 Reduced Early Retirement Pension

“Reduced Early Retirement Pension” means a benefit provided in Article VI. A

Participant eligible for benefits shall be entitled to a Reduced Early Retirement Pension

on the later of the following dates:

(a) The Participant attains sixty (60) years of age; and

(b) The Participant completes ten (10) years of service.

1.49 Reemployment Commencement Date

“Reemployment Commencement Date” means, with respect to an Employee who

terminated employment with the County prior to January 1, 2007, the first date on which

the Employee performs an Hour of Service that is required to be taken into account for

Eligibility, Vesting or Credited Service, following a Break in Service or Period of

Severance.

1.50 Retire or Retirement

“Retire” or “Retirement” means Termination of Employment with the County on or after

the Participant‟s Early, Normal or Late Retirement Date.

13

1.51 Schedule A

“Schedule A” means the benefit established in 2004 for the noncontributory defined

benefit plan previously adopted by Gwinnett County and known as the “Pre-Amended

Pension Plan”.

1.52 Schedule B

“Schedule B” means the benefit established in 2004 for the contributory defined benefit

plan previously adopted by Gwinnett County and known as the “1995 Amended Pension

Plan” and subsequently amended and restated.

1.53 Schedule C

“Schedule C” means the benefit established in 2004 for the contributory defined benefit

plan adopted by Gwinnett County as of November 1, 2004.

1.54 Service

“Service” means any period of time the Employee is in the employ of the County,

including any period the Employee is on a Leave of Absence authorized by the County if

such Leave of Absence is required by law to be counted as Service. Notwithstanding any

provision of this Plan to the contrary, contributions, benefits, Vesting, Eligibility, and

Credited Service with respect to USERRA leave will be provided in accordance with

Code Section 414(u) and with respect to FMLA Leave will be provided in accordance

with the Family and Medical Leave Act of 1993.

1.55 Severance from Service Date

“Severance from Service Date” means the earlier of the date the Employee (a)

Terminates Employment or (b) the first anniversary of the first day of absence for any

other reason.

1.56 Spouse or Surviving Spouse

“Spouse” or “Surviving Spouse” means, with respect to a Participant, except as otherwise

required by Federal law, the person who is treated as married to such Participant under

the laws of Georgia. The determination of a Participant‟s Spouse or Surviving Spouse

shall be made as of the earlier of the Participant‟s Benefit Commencement Date or the

date of such Participant‟s death. Common law spouses shall be treated as a Spouse or

Surviving Spouse to the extent recognized under Georgia law provided that sufficient

documentation is provided to the County.

1.57 Termination of Employment

“Termination of Employment”, “Terminate Employment”, “Termination”, or

“Terminated” means a severance of employment with the County, including Retirement,

14

resignation, discharge, and death except as otherwise provided by the County as a Leave

of Absence or any other leave of absence regulated by federal or state law.

1.58 Transition Period

“Transition Period” means the period of time an Employee is required to make Employer

Pick-up Contributions at an increased rate under Schedule B or Schedule C in order to be

vested in a benefit under such Schedules.

1.59 Transition Rule Employees

“Transition Rule Employee” refers to an individual who first became a Participant in the

Plan prior to the first day of the first Plan Year beginning after the earlier of (a) the last

day of the Plan Year in which a Plan amendment to reflect the amendments made by

section 13212 of the Omnibus Budget Reconciliation Act of 1993 (OBRA „93) was both

adopted and effective; or (b) December 31, 1995.

1.60 Trust

“Trust” means the Gwinnett County Defined Benefit Plan Trust Agreement.

1.61 Trust Fund

“Trust Fund” means all property of every kind held or acquired by the Trustee under the

Trust.

1.62 Trustee

“Trustee”, “Trustees”, or “Board of Trustees” means the persons appointed as Trustees

by the County.

1.63 Unreduced Early Retirement Pension

“Unreduced Early Retirement Pension” means a benefit provided in Article VI. A

Participant eligible for benefits under Schedule A will be entitled to an Unreduced Early

Retirement Pension on the date he completes thirty (30) years of Vesting Service. A

Participant eligible for benefits under Schedules B and C will be entitled to an Unreduced

Early Retirement Pension on the earlier of the following:

(a) The date he completes thirty (30) years of Vesting Service; or

(b) The date the sum total of the Participant‟s Year of Service and age equal seventy

five (75) with a minimum age of fifty (50).

1.64 USERRA

“USERRA” means the Uniform Services Employment and Reemployment Rights Act of

1994.

15

1.65 Vesting Service

“Vesting Service” means the measurement of a Participant‟s full time Service that is used

to determine a Participant‟s Nonforfeitable Accrued Benefit and whether the Participant

meets any Service requirements for an Early Retirement Pension. A year of Vesting

Service shall be measured from the Participant‟s Employment Commencement Date or

Reemployment Commencement Date and each anniversary thereof. Vesting Service

shall be determined by the Elapsed Time Method. Vesting Service shall include Service

prior to the Effective Date of the Plan, sick leave, and retirement reserve leave.

The County, as part of an employment contract with Appointed Officials, may agree to

provide additional Vesting Service. In no event, however, shall the additional Vesting

Service exceed five (5) years. A record of each such granting of Vesting Service by

employment contract shall be included in Appendix A.

16

ARTICLE II: EMPLOYEE PARTICIPATION

2.01 Participation Eligibility

Each Employee who was a Participant in the ACCG Plan on the day before the Effective

Date of this Plan shall be a Participant in this Plan. Each Employee listed in Section

1.24(c) employed before January 1, 2007, is eligible to participate as of his Employment

Commencement Date. No Employee hired on or after January 1, 2007 shall be eligible to

participate in this Plan. An Employee who has a termination date prior to December 31,

2006 with a Reemployment Commencement Date on or before December 31, 2007 shall

be eligible to resume participation in the Plan provided he has not incurred a one-year

Break in Service and follows the applicable situation in Section 2.02. Notwithstanding

the foregoing, effective January 1, 2008, only Employees who are Participants in the Plan

on December 31, 2007 shall be eligible to participate in the Plan.

2.02 Participation Upon Reemployment

If an Employee was a participant in the ACCG Plan on his Severance from Service Date

occurring prior to January 1, 2007, is reemployed on or before December 31, 2007 and

has not incurred a one-year Break in Service, the applicable situation will apply:

(a) If the terminated Employee left his Employee Contributions in the ACCG Plan,

the Employee will be required to reenter the plan under the Schedule he was

participating in upon termination.

(b) If the terminated Employee withdrew his Employee Contributions from the

ACCG Plan and did not have full-time service credit prior to April 1, 1995, he

shall not be eligible to participate in the Plan and shall be eligible to participate in

the Defined Contribution Plan. If his Accrued Benefit is less than or equal to

$5,000 and the Employee had full-time service credit under the ACCG Plan prior

to April 1, 1995, the present value of the Employee‟s Accrued Benefit from the

date of hire to March 31, 1995 will be transitioned to the Defined Contribution

Plan within a reasonable amount of time determined by the County.

(c) If the terminated Employee withdrew his Employee Contributions from the

ACCG Plan and had full-time service credit prior to April 1, 1995, he shall be

eligible to accrue additional Credited Service in the Plan as of his Reemployment

Commencement Date provided he repays his Employee Contributions in

accordance with the provisions of Section 4.04.

(d) A Participant who terminates employment on or after January 1, 2007 will not be

eligible to reenter the Plan upon reemployment. Such Employee will be entitled

to participate in the Defined Contribution Plan upon meeting such plan‟s

eligibility conditions, and his benefit under the Plan will be determined using

Compensation and Service to the date of his first termination of employment that

occurs on or after January 1, 2007.

17

2.03 Eligibility for Plans on and after November 1, 2004

(a) All active Employees who were non-contributory Participants in the ACCG Plan

before November 1, 2004, were eligible to elect to become Participants in

Schedule A, Schedule B or Schedule C effective November 1, 2004. Each such

Plan Participant made a one-time, irrevocable election at the time and in the

manner determined by the County. If any such Participant failed to make the

election, the Participant was deemed to have elected to participate in Schedule A

(the “default election (b). All active Employees who were contributory

Participants in either the ACCG Plan‟s 1995 Amended Pension Plan or the

Defined Contribution Plan before November 1, 2004, were eligible to elect to

become Participants in either Schedule B or Schedule C effective November 1,

2004. Each such Plan Participant made a one-time, irrevocable election at the

time and in the manner determined by the County. If any such Participant failed

to make the election, Participants in the 1995 Amended Pension Plan were

deemed to have elected to participate in Schedule B and Participants in the

Defined Contribution Plan were deemed to have elected to continue participating

in the Defined Contribution Plan (the “default election”).

(b) All Employees who were otherwise eligible for pension benefits who have an

Employment or Reemployment Commencement Date on or after November 1,

2004 and had experienced a Break in Service, were eligible to become

Participants in either Schedule C or the Defined Contribution Plan. Each such

Employee shall make a one-time, irrevocable election at the time and in the

manner determined by the County. If the Participant elects to participate in

Schedule C, the amount of his Credited Service shall be adjusted in Schedule C to

an amount necessary to provide an Accrued Benefit on the Participant‟s

Reemployment Commencement Date under Schedule C that is equivalent (in

dollar amount) to the Accrued Benefit under the Employer‟s Plan in which the

Employee was a Participant as of the date of the Participant‟s most recent

Termination of Employment prior to November 1, 2004.

(c) All Employees who are otherwise eligible for pension benefits who have a

Reemployment Commencement Date on or after November 1, 2004 but prior to

January 1, 2007 without experiencing a Break in Service, shall be entitled to

enter:

(i) Schedule A if the Participant was previously in the Pre-Amended Pension

Plan immediately preceding his most recent Termination of Employment;

or

(ii) Schedule B if the Participant was previously in the 1995 Amended

Pension Plan immediately preceding his most recent Termination of

Employment; provided however, upon reemployment, the Employee shall

also be provided the opportunity to elect to become a Participant in the

Defined Contribution Plan or Schedule C.

18

2.04 Transition Rules

(a) The Transition Period for each Employee who, as of October 31, 2004, was a

Participant in the Defined Contribution Plan and who elected to become a

Participant in Schedule C of the ACCG Plan shall be three (3) years with an

Employer Pick Up contribution rate of 7.25% of Compensation. At the option of

the Participant, in lieu of any Transition Period, the Participant shall make a lump

sum contribution to fund the benefits under Schedule C, equal to 3.75% of the

Participant‟s Compensation (as defined under Schedule C) in calendar years 2001,

2002 and 2003. If such Employee was previously a Participant in the ACCG Plan

and elected to transfer to the Defined Contribution Plan, the Participant shall also

be required to remit an amount equal to:

(i) the lump sum benefit transferred from the ACCG Plan to the Defined

Contribution Plan at the time of such transfer, and

(ii) the Employer Pick-Up contributions at an annual contribution rate of

3.50% made by the Participant during the period of his participation in the

Defined Contribution Plan, and

(iii) the Employer contributions made to the Defined Contribution Plan on

behalf of the Participant during the period of his participation in the

Defined Contribution Plan, and

(iv) interest, at an annually compounded rate of 5%, on:

A. the previously transferred lump sum benefit specified in (i) above

for the period beginning at the initial transfer date and ending on

October 31, 2004, and

B. the Employer Pick-Up contributions specified in (ii) above and the

Employer contributions specified in (iii) above for the period

beginning with the initial date of participation in the Defined

Contribution Plan and ending on October 31, 2004.

(b) The Transition Period for each Employee who, as of October 31, 2004, was a

Participant in the ACCG Plan under the Pre-amended Pension Plan formula and

who elected to become a Participant in Schedule B shall be five (5) years with an

Employer Pick-Up contribution rate equal to 7.50% of Compensation. At the

option of the Participant, in lieu of any Transition Period, the Participant shall

make a lump sum contribution, equal to 3.50% of the Participant‟s Compensation

in calendar years 1999, 2000, 2001, 2002 and 2003.

(c) The Transition Period for each Employee who, as of October 31, 2004, was a

Participant in the ACCG Plan‟s Pre-amended Pension Plan and who elects to

become a Participant in Schedule C shall be five (5) years with an Employer Pick-

Up contribution rate equal to 10.75% of Compensation. At the option of the

Participant, in lieu of any Transition Period, the Participant shall make:

19

(i) a lump sum contribution equal to 3.50% of the Participant‟s Compensation

in calendar years 1999, 2000, 2001, 2002 and 2003, and

(ii) a lump sum contribution, equal to 3.75% of the Participant‟s

Compensation in calendar years 2001, 2002, and 2003.

(d) The Transition Period for each Employee who, as of October 31, 2004, was a

Participant in the ACCG Plan‟s 1995 Amended Pension Plan formula and who

elects to become a Participant in Plan C shall be three (3) years with an Employer

Pick-Up contribution rate equal to 7.25% of Compensation. At the option of the

Participant, in lieu of any Transition Period, the Participant shall make a lump

sum contribution to Plan C, equal to 3.75% of the Participant‟s Compensation (as

defined under Plan C) in calendar years 2001, 2002 and 2003.

(e) If a Participant Terminates Employment prior to completing the applicable

Transition Period as specified in paragraphs (a) through (d) above, the Participant

shall make, at least forty-five (45) days before his Benefit Commencement Date,

the applicable lump sum contribution specified in paragraphs (a) through (d)

above reduced pro-rata for each completed month the Participant has made the

required Employer Pick-up Contributions during the applicable Transition Period

(the “adjusted lump sum contribution”).

(f) If a Participant Terminates Employment prior to completing the applicable

Transition Period as specified in paragraphs (a) through (d) above and does not

make the adjusted lump sum contribution as specified in paragraph (e) above, the

Participant shall be deemed to have made the default election as specified in

paragraphs (a) and (b) of Section II above. All Employer Pick-Up contributions

made by the Employee to the ACCG Plan and this Plan during the Transition

Period in excess of the required Employer Pick-Up contributions for the default

election Plan shall be refunded to the Participant pursuant to Article IV of the

Plan.

(g) All lump sum benefits repaid as specified in paragraph (a), lump sum

contributions made in lieu of completing the Transition Period and interest on

such benefits and contributions shall not be considered Accumulated Employee

Contributions and are not subject to the refund provisions for Participant

Contribution Accounts under Article IV of the Plan.

(h) Notwithstanding anything to the contrary contained herein, no Employee hired on

or after January 1, 2007 may become a Participant in the Plan.

20

ARTICLE III: COUNTY CONTRIBUTIONS

3.01 Amount

The County shall make the contributions required to fund the cost of the benefits

provided to Participants under this Plan. The County will make such contributions as are

necessary to fund the Plan in accordance with the policies of the Trustees, the minimum

funding standards of the Code and all applicable minimum funding standards under

Georgia law. Each contribution is contingent upon the maintenance of qualified status by

the Plan for the year with respect to which such contribution is made.

3.02 Determination of Contribution

The County shall determine the amount of any contribution to be made by it to the Trust

under the terms of the Plan. In this regard, the County may place full reliance upon all

reports, opinions, tables, valuations, and certificates the Trustees and Plan Administrator

furnish to the County.

21

ARTICLE IV: PARTICIPANT CONTRIBUTIONS

4.01 County Pick-Up Contributions

The County shall contribute to the Plan, as of each payroll period on behalf of and to the

credit of each Participant, the amount of the required Participant contribution determined

as follows:

(a) There are no Pick-up Contributions under the provisions of Schedule A.

(b) Employer Pick-up Contributions are required for Participants in Schedule B in the

amount of five and three-quarters percent (5.75%) of Compensation. The County

may amend the Plan not more than once annually to change the Contribution

Requirement, but in no event shall the Contribution Requirement exceed six and

one-half percent (6.5%).

(c) Employer Pick-up Contributions are required for Participants in Schedule C in the

amount of nine (9%) of Compensation. The County may amend the Plan not

more than once annually to change the Contribution Requirement, but in no event

shall the Contribution Requirement exceed nine percent (9%).

The contributions are mandatory and no Participant shall be entitled under any

circumstances to receive such contributions in cash in lieu of having them contributed to

the Trust by the County in accordance with the preceding sentence. Such contributions

shall be made pursuant to Section 414(h) of the Code and shall be treated as County

contributions in determining their federal income tax treatment under the Code.

Contributions made by the County on behalf of Plan Participants shall be included in the

Compensation of such individuals when determining their Accrued Benefits and except

as otherwise provided above, such contributions shall be treated as Participant

contributions credited to his Participant Contribution Account and 100% vested for all

purposes under the Plan.

4.02 Earnings on Accumulated Employee Contributions

The Accumulated Employee Contributions will be credited with interest at the rate of five

percent (5%) compounded annually. Interest begins on the first day of the first month of

the Plan Year immediately following the Plan Year for which such contributions are

credited and ends on the last day of the month immediately preceding the month in which

the Participant withdraws his Participant Contribution Account from the Plan or the

Participant Contribution Account is otherwise distributed.

4.03 Refund of Participant Contribution Account

A Participant or Beneficiary shall receive a refund or withdrawal of his Participant

Contribution Account if:

22

(a) the Participant Terminates Employment and, at the time of such Termination,

does not have sufficient Vesting Service to qualify for a Non-forfeitable Accrued

Benefit in accordance with the Vesting Schedule specified in Section 5.05(b);

(b) the Participant or Beneficiary is receiving benefits under the Plan and dies before

receiving Pension benefit payments in an amount equal to or greater than the

Participant Contribution Account, and no additional Pension benefits are due. In

this case, the Beneficiary (or estate, if no Beneficiary) shall receive the amount

remaining in the Participant Contribution Account, plus interest;

(c) the Participant Terminates Employment and, at the time of such Termination,

requests the refund of his Participant Contribution Account in lieu of retaining an

Accrued Benefit if such Participant was hired after April 1, 1995 and participated

in the contributory ACCG Plan;

(d) the Participant dies before receiving any benefits under the Plan and the present

value of the accrued death benefits as of the Participant‟s date of death, which are

payable to the Beneficiary, are equal to or less than the Participant Contribution

Account. In his case, the Beneficiary (or estate, if no Beneficiary) shall receive

the amount remaining in the Participant Contribution Account plus interest, and

no additional death benefits will be paid; or

(e) the Participant‟s Non-forfeitable Accrued Benefit is subject to distribution under

Section 5.03(c) or 6.03(c) of the Plan.

Distribution of the Participant Contribution Account shall be made only in a lump sum

and for no less than 100% of the Participant Contribution Account. Upon distribution of

the Participant Contribution Account, the Participant or Beneficiary shall have no

Accrued Benefit under the Plan, except as otherwise provided in Section 4.04 of the Plan.

4.04 Repayment of Participant Contribution Account

(a) Participants who terminated employment with the County between January 1,

2006 and December 31, 2006 and are rehired in calendar year 2007 without a

break in service may have their Credited Service and any previous Accrued

Benefit restored by repaying the Trustee the entire amount of such refund plus

interest at a rate of five percent (5%) compounded annually. Interest shall begin

on the first day of the month following the month of the previously refunded

Participant Contribution Account and shall end on the last day of the month

preceding such repayment. The Plan may accept any such repayment directly

from the Participant or through a plan-to-plan transfer from any other qualified

retirement plan, a Section 401(k) plan, a Section 457 plan or a Section 403(b) tax

sheltered annuity. The minimum payment amount shall be 100% plus interest,

and such repayment must be made within ninety (90) days of the Participant‟s

Reemployment Commencement Date.

(b) Employees who terminate employment on or after January 1, 2007 shall not be

eligible to reenter the Plan.

23

(c) A Participant who is reemployed with the County after December 31, 2006 after

receiving a refund of his Participant Contribution Account shall not be eligible to

reenter the Plan, restore his benefit in the Plan or pay back any refunds of

contributions.

4.05 USERRA Contributions

To the extent and in the manner required under USERRA, a Participant who is absent

from employment for qualified military service and returns to employment with the

Employer shall be permitted to make up Employer Pick-up Contributions to the Plan with

respect to such period of qualified military service, and the Employer shall make any

County contributions required to be made under USERRA on behalf of such Employee

for the period of qualified military service, based on the contribution rates in effect for

the Plan Year(s) in which the Participant was in qualified military service. The

Participant shall designate the plan year(s) to which Employer Pick-up Contributions

made-up by such Participant relate. Such contributions may be made during the period

beginning with his Reemployment Commencement Date and ending on a date which is

no later than three (3) times the duration of his qualified military service, but in no event

later than five (5) years. In the event any Employer Pick-up Contributions are made

pursuant to this Section, the Participant shall not be entitled to retroactive earnings on

such contributions. No such payment shall exceed the amount the Participant would have

been required to contribute had the Participant remained continuously employed by the

Employer throughout the period of qualified military service.

24

ARTICLE V: NORMAL AND LATE RETIREMENT PENSION

5.01 Normal or Late Retirement Pension

A Participant who satisfies the eligibility criteria for a Normal Retirement Pension

specified in Section 1.37 and who retires on his Normal Retirement Date shall receive a

Normal Retirement Pension. A Participant who remains an Employee after his Normal

Retirement Date and who subsequently Retires shall receive a Late Retirement Pension.

5.02 Amount of Normal or Late Retirement Pension

Subject to the Maximum Permissible Dollar Limitations in Section 11.11 of the Plan and

to the form of benefit, a Participant‟s Normal Retirement Pension shall equal his Non-

forfeitable Accrued Benefit and a Participant‟s Late Retirement Pension shall equal the

Actuarial Equivalent of his Non-forfeitable Accrued Benefit as of the date of his

Termination of Employment. The Accrued Benefit is calculated based on Credited

Service and Average Monthly Compensation at the Participant‟s Date of Termination.

Notwithstanding the foregoing, in the case of a Participant who has service as an elected

official described in 1.24(c)(iii) or 1.24(c)(iv) whose Compensation does not include that

portion of his salary as defined in O.C.G.A. § 47-23-100 which is used for purposes of

mandatory participation in a State or federal retirement pension plan pursuant to

O.C.G.A. § 47-23-101, such Participant‟s Accrued Benefit shall be the greater of the

following:

(a) the Accrued Benefit calculated based on the Participant‟s Credited Service and

Average Monthly Compensation; or

(b) the Accrued Benefit calculated using the Participant‟s Credited Service and

Average Monthly Compensation, excluding any Credited Service and

Compensation earned while the Participant was an elected official;

plus,

the Accrued Benefit calculated for the period the Participant is an elected official

using the Participant‟s Credited Service and Average Monthly Compensation

earned while the Participant was an elected official.

5.03 Computation and Payment of Normal or Late Retirement Pension

(a) Computations

The Normal or Late Pension shall be computed by the Plan Administrator in the

normal form of benefit under Section 9.01 and any eligible optional forms of

benefit as provided in Section 9.02.

(b) Payments

Payments shall be in accordance with Section 9.04 of the Plan.

25

Payments shall begin no earlier than a Participant‟s Normal Retirement Date and

begin no later than the date specified in Section 9.04 of the Plan. Between the

dates a Participant is first eligible to receive his Normal or Late Retirement

Pension and the Mandatory Commencement Date specified in Section 10.04, a

Participant shall notify the Plan Administrator of his Benefit Payment Date and

select the annuity option in a format provided by the Plan Administrator. If a

Participant fails to designate a Benefit Payment Date and form of benefit, then the

Trustee shall commence payment in accordance with Article IX of the Plan after

the Participant‟s Normal Retirement Date and the pension benefit shall be paid in

the normal form.

Payments from an annuity form of benefit shall continue until the last scheduled

payment coincident with or immediately preceding the date of the Participant‟s

death or, if applicable, the date of his Beneficiary‟s death.

(c) Involuntary Lump Sum Payment of Normal or Late Retirement Pension

Notwithstanding the provisions of paragraphs (a) and (b) a lump sum payment

shall be made for a Normal or Late Retirement Pension to Participants, without

the Participant‟s consent, if the lump sum Actuarial Equivalent of the

Participant‟s Non-forfeitable Accrued Benefit is less than $10,000.

If such a lump sum payment is made, the Participant shall not be entitled to any

other pension benefit under the Plan.

However, effective January 1, 2006, if the mandatory distribution is greater than

$1,000 and the Participant does not elect to have such distribution paid directly to

an Eligible Retirement Plan specified by the Participant in a direct rollover or to

receive the distribution directly, then the Plan Administrator will pay the

distribution in a direct rollover to an individual retirement plan designated by the

Plan Administrator.

5.04 Late Retirement

Except as provided in Sections 9.05 and 9.06, a Participant shall receive Credited Service

for Service completed after his Normal Retirement Date, until his subsequent

Termination of Employment.

5.05 Vesting Schedule

(a) A Participant‟s Accrued Benefit derived from County contributions shall be one

hundred percent (100%) Non-forfeitable:

(i) on and after his Normal Retirement Date (if employed on or after that

date),

(ii) if his employment Terminates as a result of death or Disability, or,

26

(iii) if there is a complete or partial termination of the Plan, or a complete

discontinuance of contributions, but in either situation only to the extent

the benefits are funded.

(b) Participants other than those to which paragraph (a) above applies shall receive a

Non-forfeitable percentage of their Accrued Benefits derived from County

contributions according to one of the following schedules:

(i) Participants accruing benefits under Schedule A or Schedule B: A

Participant with less than three (3) years of Vesting Service shall be zero

percent (0 %) vested in his accrued Benefit; a Participant with three (3) or

more years of Vesting Service shall be 100% vested in his Accrued

Benefit.

(ii) Participants accruing benefits under Schedule C:

(1) Participants having an Employment or Reemployment

Commencement Date prior to November 1, 2004 with less than 3

years of Vesting Service shall be 0% vested in their Accrued

Benefit; such Participants with 3 or more years of Vesting Service

shall be 100% vested in their Accrued Benefit.


Commencement Date on or after November 1, 2004 with less than

5 years of Vesting Service shall be 0% vested in their Accrued



27

ARTICLE VI: EARLY RETIREMENT PENSION

6.01 Eligibility for Early Retirement Pension

A Participant who meets the eligibility criteria for an Unreduced Early Retirement

Pension or a Reduced Early Retirement Pension and who vests and eligible for a benefit

on or after his Early Retirement Date but before his Normal Retirement Date shall receive

an Early Retirement Pension.

6.02 Amount of Early Retirement Pension

Subject to the Maximum Permissible Dollar Limitations of Section 11.11 of the Plan, an

Unreduced Early Retirement Pension shall equal the Participant‟s Non-forfeitable

Accrued Benefit as of the date of his Termination of Employment; a Reduced Early

Retirement Pension shall equal the Actuarial Equivalent of a Participant‟s Non-forfeitable

Accrued Benefit as of the date of his Termination of Employment.

6.03 Computation and Payment of Early Retirement Pension

(a) Computations

The Early Retirement Pension shall be computed by the Plan Administrator in the

normal form of benefit under Section 9.01 and any optional forms of benefits

under Section 9.02.

(b) Payments


Payments shall begin no earlier than his Early Retirement Date and begin no later

than the date specified in Section 9.04 of the Plan. Between the dates a Participant

is first eligible to receive his Early Retirement Pension and the Mandatory

Commencement Date specified in Section 9.04(a)(i) of the Plan, a Participant

shall designate his Benefit Commencement Date and select an annuity option. If

a Participant fails to designate a Benefit Commencement Date, then the Trustee

shall commence payment in accordance with Section 9.04 of the Plan after the

Participant‟s Normal Retirement Date.

Payments for an annuity form of benefit shall continue until the last scheduled



(c) Involuntary Lump Sum Payment of an Early Retirement Pension

Notwithstanding the provisions of paragraphs (a) and (b) a lump sum payment

shall be made for an Unreduced Early Retirement Pension or a Reduced Early

Retirement Pension to Participants, without the Participant‟s consent, if the lump

sum Actuarial Equivalent of the Participant‟s Nonforfeitable Present Value of his

28

Accrued Benefit is less than $10,000. No involuntary lump sum payment shall be

allowed for Unreduced Early Retirement Pension if the Participant‟s Non-

forfeitable Accrued Benefit is equal to or greater than $10,000.


other pension benefits under the Plan.

However, if the mandatory distribution is greater than $1,000 and the Participant

does not elect to have such distribution paid directly to an Eligible Retirement

Plan specified by the Participant in a direct rollover or to receive the distribution

directly, then the Plan Administrator will pay the distribution in a direct rollover

to an individual retirement plan designated by the Plan Administrator.


Requirements

The County may provide for different eligibility requirements for an Early Retirement

Pension as part of a bona fide retirement incentive program.

Changes in eligibility requirements granted under this Section shall be evidenced in

writing in an amendment to the Plan in accordance with the provisions of Article XV.

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ARTICLE VII: DISABILITY PENSION

7.01 Offering of Disability Pension

A Participant who, prior to satisfying the requirements for a Normal, Early or Reduced

Retirement Pension, shall be entitled to receive a Disability Pension if (a) the Participant

has completed ten (10) years of full-time service and (b) is determined to be totally

disabled by the Social Security Administration. The date the Participant is determined to

be totally disabled by the Social Security Administration (“SSA”) must be prior to the

Participant‟s Termination of Employment.

7.02 Amount of Disability Pension

Subject to the Maximum Permissible Dollar Limitations of Section 11.11 of the Plan, a

Participant who is entitled to a Disability Pension shall be entitled to 100% of his Normal

Retirement Pension adjusted to reflect the Participant‟s Average Monthly Compensation

and Credited Service as of the date of Disability.

7.03 Computation and Payment of Disability Pension

(a) Computations

The Disability Pension shall be computed by the Plan Administrator in the normal

form of benefit under Section 9.01 and any optional forms of benefits under

Section 9.02.

(b) Payments


Payments shall begin no earlier than the date the Participant begins receiving

payments under Social Security.

Payments for an annuity form of benefit shall continue until earlier of:

(i) the date the Participant is no longer Disabled,

(ii) the Participant‟s Normal Retirement Date, or

(iii) the date of the Participant‟s death.

If the payments continue until the Participant‟s Normal Retirement Date, the

Participant shall thereafter begin receiving a Normal Retirement Pension in

accordance with the provisions of Article V without the necessity of notifying the

Plan Administrator.

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7.04 Recovery from Disability

If a Participant recovers from Disability and is reemployed as an Employee under the

Plan, the Participant‟s Credited Service shall be restored up to the Benefit

Commencement Date of his Disability Pension. Provided the Participant has not incurred

an one-year Break in Service and he returns on or before December 31, 2007, he shall be

eligible to participate in the Plan and to accrue benefits under the Schedule in the Plan in

which he was participating on his most recent Severance from Service Date.

Notwithstanding the foregoing, a Participant returning from Disability who was

participating in Schedule B may elect to participate in Schedule C, provided he complies

with the Transition Rules of Section 2.05(d). Alternatively, a Participant who recovers

from a Disability and is reemployed on or before December 31, 2007, could elect to

participate in the Defined Contribution Plan, provided he meets all of the requirements

applicable to participate in the plan. An Employee who recovers from Disability and is

reemployed as an Employee after December 31, 2007 shall not be eligible to continue to

accrue benefits under the Plan. Such Employee would be entitled to participate in the

Defined Contribution Plan, and his benefits under this Plan shall be calculated based on

service up to the time of Disability.

7.05 Continuing Evidence of Total Disability

The Plan Administrator may require a Participant to submit evidence of his continued

eligibility for total disability benefits from SSA at any time he is receiving a Disability

Pension. The Plan Administrator may not require furnishing of such evidence more

frequently than once every six (6) months. In the event that a Disabled Participant refuses

or fails to submit evidence of his continued disability from SSA when requested by the

Plan Administrator, the Trustee, upon written notice from the Plan Administrator, shall

discontinue the Disabled Participant‟s Disability Pension until the Participant does submit

satisfactory evidence of his continued total Disability from SSA.

7.06 Ceasing Eligibility for Social Security Disability

A Participant who ceases to be eligible for Social Security disability benefits must notify

the Plan Administrator of this fact within thirty (30) days of the date he is notified that he

is no longer entitled to Social Security benefits. Disability Pension payments will cease

the first of the month following the month in which the Social Security Disability benefits

end. A Participant who fails to notify the Plan Administrator that he is no longer entitled

to Social Security disability benefits must repay all Disability Pension payments he

received after his failure to notify before he will be entitled to receive any further benefits

under the Plan. The Plan Administrator may use all reasonable means to recover

payments of Disability Pension benefits made to a Participant after the Participant‟s

failure to notify.

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ARTICLE VIII: DEATH BENEFITS

8.01 Pre-Retirement Death Benefit

If a Participant dies while an Employee of the County, the Plan provides a lifetime pre-

retirement survivor annuity which provides a monthly benefit equal to 50% of the

Participant‟s Non-forfeitable Accrued Benefit determined as of the date of the

Participant‟s death, payable over the lifetime of the spouse. If the Participant is not

married at the time of death, the Participant‟s dependent children (if any) will receive the

same benefit in total, payable to their legal guardian, until the children reach age 18 at

which time the benefit shall cease. If the Participant is not married and has no dependent

children at the time of death, the Participant‟s estate will receive a refund of the

Participant‟s contributions plus interest, if applicable.

If the computation of Participant‟s Pension benefit exceeds the Maximum Permissible

Dollar Limitation, as defined in Section 11.11 of the Plan, and the Participant dies, the

designated Beneficiary shall be entitled to receive a benefit equal to 100% of the

Participant‟s Accrued Benefit as of the date of his death, paid over the Beneficiary‟s life

or over a period no greater than the Beneficiary‟s life expectancy.

8.02 Post Retirement Death Benefit

If a Participant dies after he Retires or while receiving an Early, Reduced, Normal or Late

Retirement Pension, his Beneficiary may receive a Post-Retirement death benefit which

shall be payable in a lump sum as follows:

(a) If the monthly benefit was less than $100, the Post Retirement Death Benefit is

equal to $5,000.

(b) If the monthly benefit was $100 or greater but less than $300, the Post Retirement

Death Benefit is equal to $10,000.

(c) If the monthly benefit was $300 or more, the Post Retirement Death Benefit is

equal to $15,000.

8.03 Disability Death Benefit

If a Participant dies while receiving a Disability Pension and prior to reaching Normal

Retirement Age, his Beneficiary shall receive fifty percent (50%) of his monthly benefit

at the time of death payable for 120 months.

8.04 Deferred Vested Pension Death Benefit

If a terminated Participant has at least ten (10) years of Service and dies prior to his

Benefit Commencement Date, his spouse shall receive fifty percent (50%) of his

Nonforfeitable Accrued Benefit as of the date of his termination of employment payable

over a period of one hundred twenty (120) months not to exceed the limits under Section

8.05. If he is not married at the time of death, the benefit will be payable to his

32

dependent children under the age or 18. If there is no spouse or dependent children, the

estate or Beneficiary will receive a refund of the Participant‟s contributions plus interest,

if applicable.

8.05 Incidental Death Benefit

Notwithstanding anything in the Plan to the contrary, death benefits may not be paid in

excess of one hundred percent (100%) of the present value of the Participant‟s Projected

Accrued Benefit. For purposes of this section the Participants “Projected Accrued

Benefit” means the monthly benefit that would be payable to the Participant commencing

at Normal Retirement Age, assuming the Participant‟s Average Monthly Compensation

equals his Average Monthly Compensation as of the end of the calendar year preceding

the calculation date and assuming the Participant remains continuously employed by the

Employer until his Normal Retirement Date.

8.06 Death Benefits Under USERRA

Effective January 1, 2007, in case of a Participant who dies while performing “qualified

military service” (as defined in Code Section 414(u)(5)), the survivors of the Participant

are entitled to any additional benefits (other than benefit accruals relating to the period of

qualified military service) provided under the Plan, if any, had the Participant resumed

and then Terminated Employment on account of death.

33

ARTICLE IX: PAYMENT OF ACCRUED BENEFIT - OPTIONAL FORMS OF

PAYMENT

9.01 Normal Form of Benefit

The normal form at benefit distribution shall be a straight life annuity continuing for the

life of the Participant, with no benefit payable following the Participant‟s date of death.

Subject to the limitations of Section 11.11 of the Plan, if the Participant selects another

form of benefit, the Participant shall receive the Actuarial Equivalent of his Non-

forfeitable Accrued Benefit payable at Normal Retirement Date, determined as of the

Benefit Commencement Date.

9.02 Optional Forms of Benefit

The following optional forms of benefit distributions may be elected in lieu of the normal

form of benefit distribution described in Section 9.01 of the Plan. The Participant may

select in writing one of the permitted optional forms of benefit prior to his Benefit

Commencement Date. A Participant may revoke a previous selection and make a new

selection at any time prior to his Benefit Commencement Date. A Participant may not

revoke the form of benefit after his Benefit Commencement Date. Furthermore, a

Participant may not change his Beneficiary after his Benefit Commencement Date unless

his form of benefit is a 10 Years Certain and Life Annuity.

The optional forms of benefit permitted under the Plan are:

(a) A 10 Years Certain and Life Annuity, (payable for the life of the Participant,

guaranteed for at least ten (10) years);

(b) A Full Contingent (100% Joint and Survivor) Annuity, (payable for the life of the

Participant, and the same monthly amount payable for the life of the Beneficiary

following the death of the Participant);

(c) A Three-quarters Contingent (75% Joint and Survivor) Annuity, (payable for the

life of the Participant and three-quarters the monthly amount payable for the life

of the Beneficiary following the death of the Participant);

(d) A Two-thirds Contingent (66 2/3% Joint and Survivor) Annuity, (payable for the

life of the Participant, and two-thirds the monthly amount payable for the life of

the Beneficiary following the death of the Participant);

(e) A One-half Contingent (50% Joint and Survivor) Annuity, (payable for the life of

the Participant, and one-half the monthly amount payable for the life of the

Beneficiary following the death of the Participant);

(f) A Pop Up Contingent Annuity, (if the Participant selects either a Full Contingent,

Three-quarters Contingent, Two-thirds Contingent or One-half Contingent option

form of the distribution as provided in this Section above, and the Beneficiary

predeceases the Participant, the Participant‟s monthly benefit will be increased to

34

his Accrued Benefit under the Normal Form of Distribution (including any

adjustments after his Benefit Commencement Date) for the remainder of this

lifetime); or

(g) A Lump Sum Distribution, (payable in a lump sum if, at the time of the

distribution, the present value of the Participant‟s Non-forfeitable Accrued

Benefit is less than or equal to ten thousand ($10,000) dollars).



Accrued Benefit. For purposes of this section the Participant‟s “Projected Accrued


at Normal Retirement Age including any adjustments made after the Participant‟s Benefit

Commencement Date, assuming the Participant‟s Average Monthly Compensation equals

his Average Monthly Compensation as of the end of the calendar year preceding the

calculation date and assuming the Participant remains continuously employed by the

County until his Normal Retirement Date.

9.03 Cost of Living Adjustment

Participants who Retire will receive a cost of living increase as follows:

(a) Schedule A: There is no cost of living adjustment for benefits provided under

Schedule A.

(b) Schedule B or C: A Participant receiving retirement, disability pension, survivor

or deferred vested benefits under the provisions of any of the Employee

Contributory Plans (Amended, Schedule B or C) shall be entitled to a cost of

living adjustment of his benefit in the amount of one percent (1%) per year. This

fixed rate shall be applied to benefits at the beginning of each Plan Year.

9.04 Commencement of Benefits/Payment Schedules

(a) Benefit Commencement Date for Normal Retirement Pension

A Participant‟s Benefit Commencement Date for his Normal Retirement Pension

shall be no later than sixty (60) days after the close of the Plan Year in which the

Participant attains his Normal Retirement Date.

Notwithstanding the foregoing, no payments of a Participant‟s Normal Retirement

Pension under this Section 9.04(a) shall begin until the Participant submits a

distribution request on a form provided by the Plan Administrator specifying his

Benefit Payment Date. If a Participant Retires but does not submit a distribution

request form prior to the Benefit Commencement Date specified in Section

9.04(a), payments will begin within sixty (60) days of the date he submits such

request, and the Plan will pay the Participant a lump sum equal to the sum of the

payments the Participant would have received had he received payments from his

35

Benefit Commencement Date specified in Section 9.04(a) to his Benefit Payment

Date. No earnings or interest shall accrue on the lump sum distribution.

(b) Benefit Commencement Date for Early Retirement Pension Benefits

The Benefit Commencement Date for Early Retirement Pension Benefits shall be

no later than sixty (60) days after the close of the Plan Year in which the

Participant attains his Early Retirement Date.

Notwithstanding the foregoing, no payments of a Participant‟s Early Retirement

Pension under this Section 9.04(b) shall begin until the Participant submits a


Benefit Payment Date. If a Participant Retires and is entitled to an Unreduced

Early Retirement Pension, but does not submit a distribution request form prior to

the Benefit Commencement Date specified in Section 9.04(b), payments will

begin within sixty (60) days of the date he submits such request, and the Plan will

pay the Participant a lump sum equal to the sum of the payments the Participant

would have received had he received payments from the date he was first eligible

to receive an Unreduced Early Retirement Pension to his Benefit Payment Date.

No earnings or interest shall accrue on the lump sum distribution.

(c) Benefit Commencement Date for Disability Pension Benefits

The Trustee shall commence payment of the Participant‟s Disability Pension no

earlier than the date the Participant starts receiving payments under Social

Security unless an earlier date is required under Code Section 401(a)(9). A

Participant must submit such information as the Plan Administrator may require

for the Plan Administrator to determine his Benefit Commencement Date.

(d) Benefit Payments to Beneficiaries After Participant‟s Death

(i) If Pension benefit payments begin prior to the Participant‟s death, the

remaining Non-forfeitable Accrued Benefit will be distributed to his

Beneficiary in the form elected by the Participant.

(ii) If the Participant dies after application to the Plan Administrator for the

commencement of benefits but prior to the Benefit Commencement Date,

the Participant‟s Beneficiary shall receive the Participant‟s remaining

Non-forfeitable Accrued Benefit in the form elected by the Participant. In

the event a Participant chooses a straight life annuity, the Plan shall remit

Employee Contributions plus earnings as soon as administratively feasible

following the Participant‟s death.

(iii) If the Participant dies before his Benefit Commencement Date the

following rules apply:

A. If the Participant‟s Spouse is his sole Beneficiary, distribution must

begin by December 31 of the calendar year immediately following

36

the calendar year in which the Participant dies or by December 31

of the calendar year in which the Participant would have attained

age 70½, if later.

B. If the Participant‟s Spouse is not the sole Beneficiary, then

distribution must begin by December 31 of the calendar year

immediately following the calendar year in which the Participant

dies.

C. If there is no designated Beneficiary as of September 30 of the year

following the year of the Participant‟s death, the Participant‟s

entire interest must be distributed by December 31 of the calendar

year containing the fifth anniversary of the Participant‟s death.

(iv) The Beneficiary shall submit a distribution request on a form provided by

the Plan Administrator.

(e) Conformance to Section 401(a)(9)

Notwithstanding the foregoing, a Participant‟s latest Benefit Commencement

Date for his Pension shall be the first day of April in the calendar year following

the later of:

(i) the calendar year in which the Participant attains age 70-1/2, or

(ii) the calendar year in which the Participant Terminates Employment.

If a Participant Retires but does not submit a distribution request form prior to the

Benefit Commencement Date specified in this Section 9.04(e), payments will

begin, as required by Code Section 401(a)(9), no later than the Benefit

Commencement Date specified in this Section 9.04(e), and the Plan will pay the

Participant a lump sum equal to the sum of the payments the Participant would

have received had he received payments from the date he was first eligible to

receive a Normal Retirement Pension or an Unreduced Early Retirement Pension,

whichever is earlier, to his Benefit Payment Date. No earnings or interest shall

accrue on the lump sum distribution.

All distributions will be made in accordance with Code Section 401(a)(9),

including the incidental death benefit requirements of Code Section 401(a)(9)(G),

Treasury Regulations Section 1.401(a)(9)-1 through 1.401(a)(9)-9, and any other

provisions reflecting the requirements of Code Section 401(a)(9) and prescribed

by the Internal Revenue Service. The terms of the Plan reflecting the

requirements of Code Section 401(a)(9) shall override the distribution options (if

any) in the Plan which are inconsistent with those requirements.

37

(f) Mandatory Commencement of Benefits After Participant Election

All benefit payments will begin within sixty (60) days of the date elected by the

Participant, if such date is earlier than any of the aforementioned dates in this

Section 9.04.

9.05 Continued Employment After Normal Retirement

A Participant who continues employment or is re-employed prior to 12-31-2006 as an

Employee after reaching his Normal Retirement Date may not receive his Accrued

Benefit in any form available under the Plan while employed by the County. A

Participant who is re-employed after 12-31-2006 may receive his benefit as a retiree and

upon his reemployment continue to receive his benefit, and upon meeting the eligibility

to the Defined Contribution Plan participate in the Defined Contribution Plan.

Notwithstanding the foregoing, if a Participant (i) attained age 70-1/2 before January 1,

1999, (ii) is an active Employee, and (iii) is receiving payments under the Plan, the

Participant may continue to receive Plan payments or may elect to defer the receipt of

Plan payments until the Participant Retires from service with the County.

9.06 Repayment of Lump Sum Pension

The provisions of this Section 9.06 apply only to Employees who terminated employment

with the County prior to January 1, 2007 under the provisions of the ACCG Plan.

(a) A Participant who is reemployed prior to January 1, 2007 with the County after

receiving a lump sum payment of his Deferred Vested, Early, Normal or Late

Pension shall have his Eligibility and Vesting Service restored in accordance with

Section 10.02 of the Plan, but shall not have his Credited Service restored unless

the Participant repays the previous lump sum payment as specified in paragraph

(b) of this Section.

(b) A Participant who is reemployed with the County after receiving a lump sum

Pension payment shall have his Credited Service and his Non-forfeitable Accrued

Benefits restored by repaying the Trustee the entire amount of the lump sum

payment plus interest at a rate of five percent (5%) compounded annually within

ninety (90) days of the Participant‟s Reemployment Commencement Date.

Interest shall begin on the first day of the month following the month of the lump

sum cash-out payment and shall end on the last day of the month preceding the

repayment of the lump sum cash out and interest.

(c) The Plan may accept any such repayment directly from the Participant or through

a plan-to-plan transfer from any other qualified retirement plan, Section 401(k)

plan, Section 457 plan or Section 403(b) tax sheltered annuity.

38

9.07 Reemployment of Retired Participant

(a) A former Participant who has Retired and commenced receiving his Accrued

Benefit and thereafter returns to employment after January 1, 2007 as an

Employee shall be entitled to

(i) Continue to receive his pension benefit while working for the County;

(ii) Participate in the Defined Contribution Plan.

(b) A former Participant who has Retired, commenced receiving his Accrued Benefit

and thereafter returns to employment as an Employee on or before December 31,

2006 shall be eligible to reenter the Plan under the Schedule from which he

retired. Notwithstanding the foregoing, such Participants who retired under the

Schedule B prior to November 1, 2004, may reenter the Plan under either

Schedule B or Schedule C. Should such Participant reenter the Plan under

Schedule C, his benefit will be subject to three (3) year cliff vesting or, in lieu of

vesting, he may pay a three year transition amount in accordance with Section

2.04.

(c) Any Participant who retires on or after January 1, 2007, shall not be entitled to

reenter the Plan upon subsequent reemployment.

(d) Notwithstanding the foregoing, a Participant who has Retired, commenced

receiving his Accrued Benefit, and thereafter is re-employed by the County after

August 8, 2009, shall be entitled to continue to receive his pension benefit while

working for the County, provided that such Participant performs no more than

1,040 Hours of Service in any calendar year. If such a Participant performs more

than 1,040 Hours of Service in a calendar year, the Participant‟s pension benefits

shall be suspended for the remaining portion of the calendar year beginning on the

first day of the month following the month in which his Hours of Service exceed

1,040. The payment of retirement benefits following the suspension shall resume

the beginning of the next calendar year in the same form and amount previously

made to the Participant prior to such suspension.

9.08 Rollovers

(a) General Rule

Notwithstanding any provision of the Plan to the contrary that would otherwise

limit a Distributee‟s election under this Section, a Distributee may elect, at the

time and in the manner prescribed by the Trustees or Plan Administrator, to have

any portion of an Eligible Rollover Distribution paid directly to an Eligible

Retirement Plan specified by the Distributee, in a direct rollover.

39

(b) Definitions

(i) Eligible Rollover Distribution

An Eligible Rollover Distribution is any distribution of all or any portion

of the balance to the credit of the Distributee, except that an Eligible

Rollover Distribution does not include (A) any distribution that is one of a

series of substantially equal periodic payments (not less frequently than

annually) made for the life (or life expectancy) of the Distributee or the

joint lives (or joint life expectancies) of the Distributee and the

Distributee‟s designated Beneficiary, or for a specified period of ten (10)

years or more; (B) any distribution to the extent such distribution is

required under Code Section 401(a)(9); and (C) the portion of any

distribution that is a hardship distribution under Code Section 401(k). A

Distributee may not elect a direct rollover with respect to an Eligible

Rollover Distribution during the Plan Year that is less than $200. If the

Distributee elects to have only a portion of an Eligible Rollover

Distribution paid to an Eligible Retirement Plan, that portion must be

equal to at least $500. A portion of a distribution shall not fail to be an

Eligible Rollover Distribution merely because the portion consists of after-

tax employee contributions, which are not includible in gross income.

However, such portion may be transferred only to an individual retirement

account or annuity described in Code Section 408(a) or (b) or to a

qualified trust described in Code Section 401(a) or to an annuity contract

described in Code Section 403(b) that agrees to separately account for

amounts so transferred (and earnings thereon), including separately

accounting for the portion of such distribution that is includible in gross

income and the portion that is not.

(ii) Eligible Retirement Plan

An Eligible Retirement Plan is an individual retirement account described

in Code Section 408(a), an individual retirement annuity described in

Code Section 408(b) (other than an endowment contract), an annuity plan

described in Code Section 403(a), a qualified trust described in Code

Section 401(a), an annuity contract described in Code Section 403(b) that

accepts the Distributee‟s Eligible Rollover Distribution, an eligible plan

under Code Section 457(b) which is maintained by a state, political

subdivision, or agency or instrumentality of a state and which agrees to

separately account for amounts transferred to such plan from this Plan, and

effective January 1, 2008, to the extent permitted and in accordance with

the rules applicable under Code Section 408A, a Roth individual

retirement account described in Code Section 408A. If any portion of an

Eligible Rollover Distribution is attributable to payments or distributions

from a designated Roth account (as defined in Code Section 402A), an

Eligible Retirement Plan with respect to such portion shall include only

another designated Roth account and a Roth IRA.

40

(iii) Distributee

A “Distributee” includes a Participant or Inactive Participant. In addition,

the Participant‟s surviving Spouse and the Participant‟s Spouse or former

Spouse who is the alternate payee under a qualified domestic relations

order, as defined in Code Section 414(p), are Distributees with regard to

the interest of the Spouse or former Spouse. Effective for distributions

made on and after January 1, 2010, a non-spouse Beneficiary of a

deceased Participant who is either an individual or an irrevocable trust,

where the beneficiaries of such trust are identifiable and the trustee

provides the Plan Administrator with a final list of trust beneficiaries or a

copy of the trust document by October 31 of the year following the

Participant‟s death, shall be a Distributee with regard to the interest of the

deceased Participant, but only if the Eligible Rollover Distribution is

transferred in a direct trustee-to-trustee transfer to an Eligible Retirement

Plan which is an individual retirement account described in Code Section

408(a) or an individual retirement account described in Code Section

408(b) (other than an endowment contract).

(iv) Direct Rollover

A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan

specified by the Distributee.

41


SERVICE

10.01 No Disregard of Service

For purposes of computing Vesting Service under Section 5.05 of the Plan, the Plan shall

not disregard Service with respect to which a Participant has received a distribution of his

Accrued Benefit.

10.02 Service Upon Reemployment

(a) A Participant who terminated employment with the County prior to January 1,

2007 and is reemployed by the County without a consecutive one year Break in

Service, shall have all prior Credited Service, Eligibility Service, and Vesting

Service restored.

(b) If, however, a Participant who terminated employment with the County prior to

January 1, 2007 has previously received a lump sum cash out of his Participant

Contribution Account, Credited Service shall not be restored in accordance with

paragraph (a) unless the previously received lump sum cash out has been repaid in

accordance with Sections 4.04 and 9.06.

10.03 Transferred Service Credit from Certain Other Prior Employers

(a) Participants who have been previously employed with any other employer are

allowed to purchase up to five (5) years of Additional Credited Service in

minimum increments of one (1) year. The purchase of up to five years will not

change the Participant‟s Eligibility and Vesting Service.

(i) The cost of one (1) year of Additional Credited Service shall be equal to

the Actuarial Equivalent of the Participant‟s Nonforfeitable Accrued

Benefit as of the date of his Termination of Employment for one (1) year

of Credited Service. Such Actuarial Equivalence shall also take into

consideration the increased value of the Credited Service resulting from

and Cost of Living Adjustment. For purposes of this paragraph, there is

no Cost of Living Adjustment applied to purchases of Additional Credited

Service under Schedule A. For purchases of Additional Credited Service

under Schedules B and C prior to January 1, 2005, there was applied a

Cost of Living Adjustment at an annualized fixed rate of one percent

(1%). For purchases of Additional Credited Service under Schedules B

and C occurring on or after January 1, 2005, there will be applied a Cost

of Living Adjustment at an annualized rate of five percent (5%).

(ii) The Participant shall indicate his desire to purchase Additional Credited

Service and the amount of such Additional Credited Service to be

purchased in writing to the County at the same time the Participant

completes his Application for Retirement. Payment by the Participant for

42

the cost of the Additional Credited Service shall be made prior to his


(iii) Payments made by Participants for Additional Credited Service shall not

be considered Accumulated Employee Contributions and are not subject to

the refund provisions for Participant Contribution Accounts under Article

IV of the Plan.

(iv) The County, as part of an employment contract with an Appointed

Official, may agree to pay for all or a portion of the cost of such

Additional Credited Service on behalf of such Appointed Official.

10.04 Credited Service Under USERRA for Contributory Plans

Credited Service shall be credited to Participants to the extent required by USERRA. To

the extent required by USERRA, the following provisions shall apply:

(a) An individual who is re-employed by the Employer under the terms of USERRA

shall not incur a Break in Service under the terms of this Plan.

(b) Upon reemployment with the Employer, a Participant‟s qualified military service

is deemed to be service with the Employer for purposes of Credited Service and

Vesting Service under the Plan. Only qualified military service for which a

Participant was discharged or separated under honorable conditions shall be

eligible to be counted as Credited Service.

(c) A Participant reemployed by the Employer under USERRA, is entitled to accrued

benefits that are contingent on the making of, or derived from, Employer Pick-up

Contributions only to the extent the Employee makes payment to the Plan with

respect to such contributions in accordance with Section 4.05 and USERRA. The

Participant must pay such contributions for the period of the qualified military

service in order to include Compensation for the time of the qualified military

service in the Participant‟s Average Monthly Compensation calculation. The

amount and timing of contributions required shall be determined in accordance

with USERRA.

43


BENEFITS

11.01 General

In general, the Trustee shall make benefit payments of any pension directly to the

Participant entitled to the payment. However, the County may request the Trustee to

purchase a Nontransferable Annuity contract to provide the benefits a Participant would

receive under this Plan. If the Trustee purchases a Nontransferable Annuity contract for

the benefit of a Participant, the Trustee may either assign the contract to the Participant or

hold the contract for the benefit of the Participant. The Trustee also may purchase a

Nontransferable Annuity contract for the benefit of a Beneficiary or a Surviving Spouse

entitled to a distribution for all or a portion of the Participant‟s Nonforfeitable Accrued

Benefit.

11.02 Suspension of Benefits

The Plan does not apply the suspension of benefits rules of Section 203(a)(3)(B) of the

Employee Retirement Income Security Act of 1974, as amended.

11.03 Merger of Plan

Neither the County nor the Trustee shall consent to, or be a party to, any merger or

consolidation of the Plan with another plan, or to a transfer of assets or liabilities to

another plan, unless immediately after the merger, consolidation or transfer, the surviving

Plan provides each Participant a benefit equal to or greater than the benefit each

Participant would have received had the Plan terminated immediately before the merger

or consolidation or transfer. However, the Trustee possesses the specific authority to

enter into a merger agreement or a direct transfer of assets agreements with the trustees of

other retirement plans described in Code Section 401(a) and to accept the direct transfer

of plan assets, or to transfer plan assets, as a party to any such agreement.

The Trustee may accept a direct transfer of plan assets on behalf of an Employee. If the

Trustee accepts such a direct transfer of plan assets, the Plan Administrator and Trustee

shall treat the Employee as a Participant for all purposes of the Plan except the Employee

may not make contributions to a Participant Contribution Account under Sections 4.01 or

4.02 of the Plan, nor shall the Employee accrue benefits, including any minimum Normal

Retirement Pension, until he actually becomes a Participant in the Plan.

11.04 Trustee-to-Trustee Transfer

Upon request by the County, and in the sole discretion of the Trustee, the County may be

permitted to amend the Plan to provide an election to Plan Participants to have all or a

portion of a Participant‟s Nonforfeitable Accrued Benefit transferred directly to another

qualified retirement plan sponsored by the County. Any transfer permitted under this

Section shall be evidenced in writing in an amendment to the Plan in accordance with the

provisions of Article XV.

44

11.05 Forfeiture of Benefits

All County contributions under the Plan shall be forfeited in the manner and to the extent

provided under O.C.G.A. Section 47-1-21 through Section 47-1-24, if the Participant is

convicted of a public employment, drug related, or other covered crime.

11.06 Payments to Minors or Legally Incompetent Persons

Whenever any benefit is to be paid to or for the benefit of any person who is a minor or

determined to be incompetent by qualified medical advice, the Plan Administrator need

not require the appointment of a guardian or custodian, but may cause the benefit to be

paid to the person having custody of the minor or incompetent, or to the minor or

incompetent without the intervention of a guardian or custodian, or to the legal guardian

or custodian if one has been appointed, or may cause the benefit to be used for the benefit

of the minor or incompetent.

11.07 Unclaimed Payments

If the Plan Administrator cannot ascertain the whereabouts of any Participant to whom a

payment is due, the Plan Administrator may direct that the payment and all remaining

payments otherwise due to the Participant be cancelled on the records of the Plan and the

amount thereof treated as a forfeiture and shall be used to reduce County contributions to

the Plan. If the Participant later notifies the Plan Administrator of his whereabouts and

requests the payments due to him, the County shall contribute to the Plan an amount

equal to the payment to be paid to him as soon as administratively feasible.

11.08 Assignment or Alienation

Neither a Participant nor a Beneficiary shall anticipate, assign or alienate (either at law or

in equity) any benefit provided under the Plan, and the Trustee shall not recognize any

such anticipation, assignment or alienation, including, but not limited to, any assignment

pursuant to a domestic relations order, subject to the following exceptions (a) federal tax

liens, (b) an assignment of Plan benefits for the provision of health care premiums, or (c)

a trustee-to-trustee transfer of a Participant‟s accrued benefit in accordance with Section

11.05 of the Plan. Furthermore, a benefit under the Plan is not subject to attachment,

garnishment, levy, execution or other legal or equitable process.

11.09 No Decrease in Benefits by Change in Social Security

In the case of a Participant or Beneficiary who is receiving benefits under this Plan or a

Participant who has Terminated Employment with the County and has a vested Accrued

Benefit under this Plan, any increase in the taxable wage base or the benefit level payable

under Title 11 of the Social Security Act shall not affect the way benefits are payable

under this Plan to such Participant or Beneficiary. The Plan does not permit the

recalculation of any benefits accrued before the Termination of Employment of a

Participant on the basis of changes in Social Security benefit levels or the taxable wage

base in effect after reemployment with the County.

45

11.10 Limitation on Benefit

(a) Maximum Annual Benefit.

Notwithstanding any provision of the Plan to the contrary, in no event shall the

amount of a Participant‟s “annual benefit” payable under the Plan, calculated as a

single-life annuity commencing between age sixty-two (62) and age sixty-five

(65), exceed the dollar limitation set forth in Code Section 415(b)(1)(A) (for

purposes of this Section, the “Maximum Permissible Dollar Limitation”);

provided, effective the first day of each calendar year, the Maximum Permissible

Dollar Limitation ($205,000 for 2013) shall be automatically adjusted by

multiplying such limit by the cost-of-living adjustment factor prescribed by the

Secretary of the Treasury under Code Section 415(d) in such manner as the

Secretary of the Treasury shall prescribe. The Maximum Permissible Dollar

Limitation, as adjusted, shall apply to the Limitation Year ending within the

calendar year of the date of the adjustment.

Effective for Limitation Years beginning on and after January 1, 2008, the

Maximum Permissible Dollar Limitation shall be adjusted annually permitting an

increase in a Participant‟s periodic payments effective for payments due on or

after January 1 of the limitation year for which the increase in the limitation year

is effective. The adjusted Maximum Permissible Dollar Limitation shall be equal

to the greater of the amount that would be permitted without regard to the

adjustment multiplied by a fraction, the numerator of which is the Maximum

Permissible Dollar Limitation taking into account the adjustment and the

denominator of which is the Maximum Permissible Dollar Limitation in effect for

the immediately preceding Limitation Year. The Maximum Permissible Dollar

Limitation shall be adjusted for each Limitation Year by multiplying the

limitation applicable for the immediately preceding limitation year by an annual

adjustment factor, with any result that is not a multiple of $5,000 rounded down to

the next lowest multiple of $5,000. The “annual adjustment factor” is a fraction,

the numerator of which is the value of the applicable index for the calendar

quarter ending September 30 of the calendar year preceding the calendar year for

which the adjustment is being made and the denominator of which is the value of

such index for the calendar quarter beginning July 1, 2001; provided that if the

fraction determined under this sentence is less than one (1), then such fraction

shall be deemed to be equal to (1). The “applicable index” is determined

consistent with the procedures to adjust benefit amounts under Section

215(i)(2)(A) of the Social Security Act (92 P.L. 336).

(b) Annualized Benefit.

For purposes of this Section, “annual benefit” means the benefit under the Plan

expressed on an annualized basis (exclusive of any benefit not required to be

considered for purposes of applying the limitations of Section 415 of the Code to

the Plan) payable in the form of a straight life annuity with no ancillary benefit.

An ancillary benefit is any benefit which is not directly related to retirement

46

income benefits, such as pre-retirement disability benefits and death benefits. If a

benefit is payable in any other form, the “annual benefit” limitation shall be

applied by adjusting it to the equivalent of a straight life annuity in accordance

with the regulations of the Secretary of the Treasury. For purposes of such

adjustment, the actuarially equivalent straight life annuity benefit shall be equal to

the greater of (i) the equivalent annual benefit payable to the Participant

commencing at the same annuity starting date, computed using the interest rate

and mortality table specified in the first sentence of Section 1.04 (Actuarial

Equivalence) under the Plan; or (ii) the equivalent annual benefit payable to the

Participant commencing at the same annuity starting date, computed using a 5

percent interest assumption and the applicable mortality table described in

Revenue Ruling 2001-62, or, for Limitation Years beginning on or after January

1, 2008, the applicable mortality table described in Section 1.417(e)-1(d)(2) of the

Treasury Regulations for that annuity starting date

(c) Single Plan.

For purposes of the maximum limitation of this Section all defined benefit plans

maintained by the County shall be viewed as a single plan. Benefits provided

under a “qualified governmental excess benefit arrangement” as defined in Code

Section 415(m)(3) and as provided for in Article XVI of the Plan shall not be

taken into account for purposes of the maximum limitation of this Section.

(d) Actuarial Adjustment When Benefits Commence Before Age Sixty-Two (62).

If the Participant‟s annual benefit begins prior to age sixty-two (62), the

Maximum Permissible Dollar Limitation applicable to the Participant at such

earlier age is an annual benefit payable in the form of a single-life annuity,

beginning at the earlier age that is the actuarial equivalent of the Maximum

Permissible Dollar Limitation applicable to the Participant at age sixty-two (62)

(adjusted under (f) below, if required).

Effective for Limitation Years prior to January 1, 2008, the Maximum

Permissible Dollar Limitation applicable at an age prior to age sixty-two (62) is

determined as the lesser of (i) the actuarial equivalent (at such age) of the

Maximum Permissible Dollar Limitation computed using the interest rate and

mortality table (or other tabular factor) specified in Section 1.04 of the Plan, and

(ii) the Actuarial Equivalent (at such age) of the Maximum Permissible Dollar

Limitation determined using a five-percent (5%) interest rate and the applicable

mortality table as defined in Section 1.04 of the Plan. Any decrease in the

Maximum Permissible Dollar Limitation determined in accordance with this

paragraph shall not reflect a mortality decrement if benefits are not forfeited upon

the death of the Participant. If any benefits are forfeited upon death, the full

mortality decrement is taken into account.


Maximum Permissible Dollar Limitation applicable at an age prior to age sixty-

47

two (62) is determined as the actuarial equivalent of the annual amount of a

straight life annuity commencing on the Annuity Starting Date that has the same

actual present value as a deferred straight life annuity commencing at age sixty-

two (62), where annual payments under the straight life annuity commencing at

age sixty-two (62) are equal to the adjusted Maximum Permissible Dollar

Limitation and where the actuarial equivalent straight life annuity is computed

assuming a five percent (5%) interest rate and the applicable mortality table that is

effective for that Annuity Starting Date under Regulations Section 1.417(e)-

1(d)(2) (expressing the Participant‟s age based on completed calendar months as

of the Annuity Starting Date). However, the age-adjusted Maximum Permissible

Dollar Limitation shall be less if the age-adjusted Maximum Permissible Dollar

Limitation described in the immediately preceding sentence is greater than the

adjusted Section Maximum Permissible Dollar Limitation multiplied by the ratio

of the annual amount of the immediately commencing straight life annuity under

the Plan to the annual amount of the straight life annuity under the Plan

commencing at age sixty-two (62), with both annual amounts determined using

the Plan factors for determining the Accrued Benefit of the Participant and

without applying the limitation rules under this Section 11.10. No adjustment for

mortality shall be taken into account in performing the first calculation required

by this paragraph to the extent permitted by Regulations Section 1.415(b)-1(d)(2).

The requirements of this Section 11.10(d) do not apply to a distribution on

account of the Participant‟s becoming Disabled or as a result of the death of a

Participant.

(e) Actuarial Adjustment When Benefits Commence After Age Sixty-Five (65).

If the Participant‟s benefit begins after the Participant attains age sixty-five (65),

the Maximum Permissible Dollar Limitation applicable to the Participant at the

later age is the annual benefit payable in the form of a single-life annuity,

beginning at the later age that is actuarially equivalent to the Maximum

Permissible Dollar Limitation applicable to the Participant at age sixty-five (65)

(adjusted under (f) below, if required).

Effective for Limitation Years prior to January 1, 2008, the actuarial equivalent of

the Maximum Permissible Dollar Limitation applicable at an age after age sixty-

five (65) is determined as (i) the lesser of the actuarial equivalent (at such age) of

the Maximum Permissible Dollar Limitation computed using the interest rate and

mortality table (or other tabular factor) specified in Section 1.04 of the Plan, and

(ii) the Actuarial Equivalent (at such age) of the Maximum Permissible Dollar

Limitation computed using a five-percent (5%) interest rate assumption and the

applicable mortality table as defined in Section 1.04 of the Plan. For these

purposes, mortality between age sixty-five (65) and the age at which benefits

commence shall be ignored.


Actuarial Equivalent of the Maximum Permissible Dollar Limitation applicable at

48

an age after age sixty-five (65) is determined as the actuarial equivalent of the

annual amount of a straight life annuity commencing on the Annuity Starting Date

that has the same actual present value as a straight life annuity commencing at age

sixty-five (65), where annual payments under the straight life annuity

commencing at age sixty-five (65) are equal to the adjusted Maximum

Permissible Dollar Limitation and where the actuarial equivalent straight life

annuity is computed using a five percent (5%) interest rate and the applicable

mortality table under Regulations Section 1.417(e)-1(d)(2) that is effective for

that Annuity Starting Date (expressing the Participant‟s age based on completed

calendar months as of the Annuity Starting Date). However, the age-adjusted

Maximum Permissible Dollar Limitation shall be less if the age-adjusted

Maximum Permissible Dollar Limitation described in the immediately preceding

sentence is greater than the adjusted Maximum Permissible Dollar Limitation

multiplied by the adjustment ratio, which is equal to the ratio of the “adjusted

immediately commencing straight life annuity” described in Regulations Section

1.415(b)-1(e)(ii) to the “adjusted age 65 straight life annuity” described in

Regulations Section 1.415(b)-(1)(e)(iii). No adjustment for mortality shall be

taken into account in performing the first calculation required by this paragraph to

the extent permitted by Regulations Section 1.415(b)-1(e)(3).

(f) Actuarial Adjustment When Benefits Commence With Less Than Ten Years of

Participation.

If a Participant has completed less than ten (10) years of participation in the Plan

as of the date such Participant begins to receive retirement income benefits, the

Maximum Permissible Dollar Limitation shall be adjusted by multiplying such

limitation by a fraction, the numerator of which is the number of the Participant‟s

years of participation as of such date (and any fraction thereof) and the

denominator of which is ten (10). Notwithstanding the above, in no event shall

the limitations contained in this Section 11.10(f) reduce the Maximum

Permissible Dollar Limitation to an amount less than one-tenth (1/10) of the

Maximum Permissible Dollar Limitation (as determined without regard to this

Section). To the extent provided in Regulations promulgated by the Secretary of

the Treasury, this Section 11.10(f) shall be applied separately with respect to each

change in the benefit structure of the Plan.

The requirements of this Section 11.10(f) do not apply to a distribution on account

of the Participant‟s becoming Disabled or as a result of the death of a Participant.

(g) Special Limitation for a Qualified Participant.

If a Participant is a “qualified participant” as defined under Code Section

415(b)(2)(H) and applicable Regulations under Section 415 of the Code, such

Participant may retire before age sixty-two (62), without a reduction in the

Maximum Permissible Dollar Limitation, if at least fifteen (15) years of service is

required to receive a full benefit under the Plan.

49

(h) Ancillary Benefits.

“Ancillary Benefits” (i.e., benefits which are not directly related to retirement

income benefits, or as otherwise defined in Code Section 415(b)(2)(B)) shall not

count toward the Maximum Permissible Dollar Limitation. Such Ancillary

Benefits include pre-retirement disability benefits and death benefits.

(i) Limitation Year.

For purposes of determining “Annual Benefits,” the Limitation Year shall be the

calendar year.

(j) Controlled Groups.

In the case of a group of employers which constitutes either a controlled group of

corporations, trades or businesses under common control defined in Section

1563(a) or Section 414(b) as modified by Section 415(h) and Section 414(c), such

employers shall be considered a single employer for purposes of applying the

limitation of Section 415 of the Code.

(k) Total Annual Payments Not In Excess of $10,000.

The annual benefit (without regard to the age at which benefits commence)

payable with respect to a Participant is not considered to exceed the limitations on

benefits described in Section 11.10(a) if:

(i) The benefits (other than benefits not taken into account in the computation

of the annual benefit under the rules of Regulations Section 1.415(b)-1(b)

and (c)) payable with respect to the Participant under the Plan and all other

defined benefit plans of the Employer do not in the aggregate exceed

$10,000 (as adjusted under Regulations Section 1.415(b)-1(g)) for the

Limitation Year, or for any prior Limitation Year; and

(ii) The Employer has not at any time maintained a defined contribution plan

in which the Participant participated.

50

ARTICLE XII: COUNTY ADMINISTRATIVE PROVISIONS

12.01 Information to Plan Administrator

The County shall supply current information to the Plan Administrator as to the name,

date of birth, Employment Commencement Date, annual Compensation, Leaves of

Absences, Vesting, Eligibility, and Credited Service and date of Termination of

Employment of each Employee who is, or who will be eligible to become, a Participant

under the Plan, together with any other information which the Plan Administrator

considers necessary. The County‟s records as to the current information the County

furnishes to the Plan Administrator shall be conclusive as to all persons.

12.02 Indemnity of Trustees

To the extent permitted by federal, state, or local law, the County agrees to indemnify and

save harmless the Trustees, and each of them, from and against any and all losses

resulting from liability to which the Trustees may be subjected by reason of any act or

conduct (except willful misconduct or gross negligence) in their official capacities in the

administration of the Plan, including all expenses reasonably incurred in their defense, in

case the County fails to provide such defense. Notwithstanding the foregoing, the

indemnification provisions of this Section 12.03 shall not relieve the Trustees from any

liability they may have for breach of a fiduciary duty.

12.03 Amendment to Vesting Schedule

Although the County reserves the right to amend the vesting schedule at any time, the

Plan Administrator shall not apply the amended vesting schedule to reduce the Non-

forfeitable percentage of any Participant‟s Accrued Benefit derived from County

contributions (determined as of the later of the date the County adopts the amendment, or

the date the amendment becomes effective) to a percentage less than the Non-forfeitable

percentage computed under the Plan without regard to the amendment.

If the County makes a permissible amendment to the vesting schedule, each Participant

having at least three (3) years of Vesting Service with the County may elect to have the

percentage of his Non-forfeitable Accrued Benefit computed under the Plan without

regard to the amendment. The Participant must file his election with the Plan

Administrator within sixty (60) days of the latest of (a) the County‟s adoption of the

amendment; (b) the effective date of the amendment; or (c) his receipt of a copy of the

amendment. The Plan Administrator, as soon as practicable, shall forward a true copy of

any amendment to the vesting schedule to each affected Participant, together with an

explanation of the effect of the amendment, the appropriate form upon which the

Participant may make an election to remain under the vesting schedule provided under

the Plan prior to the amendment and notice of the time within which the Participant must

make an election to remain under the prior vesting schedule. For purposes of this Section,

an amendment to the vesting schedule includes any Plan amendment which directly or

indirectly affects the computation of the Non-forfeitable percentage of an Employee‟s

rights to his County-derived Accrued Benefit.

51

ARTICLE XIII: PARTICIPANT ADMINISTRATIVE PROVISIONS

13.01 Beneficiary Destination

Any Participant may from time to time designate, in writing, any person or persons to

whom the Trustee shall pay various death benefits provided under the Plan in the event of

his death. The Plan Administrator shall prescribe the form for the written designations of

Beneficiary which, upon the Participant‟s filing the form with the County or Plan

Administrator, shall revoke all designations filed prior to that date by the same

Participant. Beneficiary designations may be made and/or maintained electronically, if

the County has established a method that is reasonably calculated to provide accurate

results.

13.02 No Beneficiary Designation

If a Participant fails to name a Beneficiary in accordance with Section 13.01 of the Plan,

or if the Beneficiary named by a Participant predeceases him or dies before complete

distribution of all benefits payable under the Plan, then the Trustee shall pay such

benefits in accordance with Article IX of the Plan in the following order of priority:

(a) To the Participant‟s Surviving Spouse; or

(b) if no Spouse is alive, to the Participant‟s surviving children, including legally

adopted children, in equal shares; or

(c) if no children are alive, to the Participant‟s surviving parents, in equal shares; or

(d) if no parent is alive, to the legal representative of the estate of the last to die of the

Participant and his Beneficiary.

The Plan Administrator shall direct the Trustee as to the method and to whom the Trustee

shall make payment under this Section 13.02. If no Beneficiary can be determined in

accordance with (a) through (d) above, the Participant‟s benefits shall remain a part of the

Plan‟s assets until his Beneficiary is found.

13.03 Personal Data to Plan Administrator

Each Participant and each Beneficiary of a deceased Participant must furnish to the Plan

Administrator such evidence, data or information as the Plan Administrator considers

necessary or desirable for the purpose of administering the Plan. The provisions of this

Plan are effective for the benefit of each Participant upon the condition precedent that

each Participant will furnish promptly full, true and complete evidence, data and

information when requested by the Plan Administrator, provided the Plan Administrator

shall advise each Participant of the effect of his failure to comply with its request.

52

13.04 Address for Notification

Each Participant and each Beneficiary of a deceased Participant shall file with the Plan

Administrator from time to time, in writing, his post office address and any change of

post office address. Any communication, statement or notice addressed to a Participant or

Beneficiary, at his last post office address filed with the Plan Administrator or shown on

the records of the County, shall bind the Participant or Beneficiary for all purposes of this

Plan.

13.05 Notice of Change in Terms

The Plan Administrator shall furnish all Participants and Beneficiaries a summary

description of any material amendment to the Plan or notice of discontinuance of the Plan

and all other information required herein to be furnished without charge.

13.06 Litigation Against the Trust

If any legal action filed against the Trustee or against any individual(s) acting as the Plan

Administrator, by or on behalf of any Participant or Beneficiary, results adversely to the

Participant or to the Beneficiary, the Trustee shall reimburse itself or the Plan

Administrator all costs and fees expended by it or them by surcharging all costs and fees

against the sums payable under the Plan to the Participant or to the Beneficiary, but only

to the extent a court of competent jurisdiction specifically authorizes and directs such

surcharges and only to the extent the Code does not prohibit any such surcharges.

13.07 Information Available

Any Participant in the Plan or any Beneficiary may examine copies of the Plan, the Plan

description, latest annual report, any bargaining agreement, contract, or any other

instrument under which the Plan was established or is operated. The Plan Administrator

will maintain all of the items listed in this Section 13.07 in his office, or in such other

place or places as he may designate from time to time in order to comply with all

applicable regulations, for examination during reasonable business hours. Upon the

written request of a Participant or Beneficiary the Plan Administrator shall furnish him

with a copy of any item listed in this Section 13.07. The Plan Administrator may make a

reasonable charge to the requesting person for the copy so furnished. The Plan

Administrator may provide Participants with any information required under any

applicable federal or State of Georgia law via electronic communication, provided the

electronic communication is not prohibited under such laws and the method of electronic

communication is reasonably calculated to provide accurate results. A Beneficiary‟s right

to (and the {Plan Administrator‟s or a Trustee‟s duty to provide to the Beneficiary)

information or data concerning the Plan, shall not arise until the Beneficiary first

becomes entitled to receive a benefit under the Plan.

53

13.08 Appeal Procedure for Denial of Benefits

(a) The Plan Administrator shall provide adequate notice in writing to any Participant

or to any Beneficiary (“Claimant”) whose claim for benefits under the Plan has

been denied. The Plan Administrator‟s notice to the Claimant shall set forth:

(i) The specific reason for the denial;

(ii) Specific references to pertinent Plan provisions providing the basis for

denial;

(iii) A description of any additional material and information needed for the

Claimant to perfect his claim and an explanation of why the material or

information is needed;

(iv) A statement that any appeal the Claimant wishes to make of the adverse

determination must be in writing to the Retirement Plans Management

Committee of the Gwinnett County Public Employee Retirement System

(the “RPMC”), or its delegate, within seventy-five (75) days after receipt

of the Plan Administrator‟s written notice of denial; and

(v) A statement that failure to provide the written appeal of the adverse

determination to the RPMC or its delegate in writing within the seventy-

five (75) day period will render the Plan Administrator‟s determination

final, binding and conclusive.

(b) Alter receiving written notice of the denial of a claim, a Claimant or his

representative may:

(i) request a review of the denial by written application of the RPMC or its

delegate;

(ii) review pertinent documents; and

(iii) submit issues and comments in writing to the RPMC or its delegate.

(c) The RPMC, or such committee that the RPMC establishes under its bylaws to

review appeals for the denial of benefits, shall review any appeal made pursuant

to this Section 13.08. No later than sixty (60) days following the receipt of the

written application for review, the RPMC or its delegate shall submit its decision

on the review in writing to the Claimant and to his representative, if any.

However, a decision on the written application for review may be extended, if

special circumstances require an extension of time, to a day no later than one

hundred twenty (120) days after the date of receipt of the written application for

review. The decision shall include specific reasons for the decision and specific

references to the pertinent provisions of the Plan on which the decision is based.

54

ARTICLE XIV: CONTRIBUTIONS AND ADMINISTRATION OF FUNDS

14.01 Use of Trust Fund

The terms of the Trust shall govern the establishment of the Trust Fund from which the

benefits provided by the Plan shall be paid. All contributions paid over to the Trustees

shall be invested in accordance with the terms of the Plan and Trust.

14.02 Use of Group Annuity Contracts

In the discretion of the Trustee, the Plan may use one or more group annuity contracts as

a funding vehicle in lieu of or in addition to the Trust. In the event of any conflict

between terms of the Plan and those of any such group annuity contract, the terms of the

Plan shall control.

14.03 Amount of County Contributions

The County shall contribute to the Trust Fund such amounts that are necessary to fund

benefits under the Plan, and shall contribute such additional amounts as the Trustees

(based on the recommendation of the Actuary and Plan Administrator) deem necessary or

desirable to maintain the actuarial soundness of the Plan. The Trustees may establish a

formal funding policy for this purpose.

14.04 Use of Forfeitures

Forfeitures and investment income attributable to contributions shall be used to reduce

County contributions.

14.05 Contingent Nature of County Contributions

Contributions made by the County are hereby made expressly contingent on the

maintenance of the qualified status by the Plan for the year with respect to which such

contribution is made.

14.06 Form of County Contribution

The County may pay its contributions to the Trustees or Trust Fund manager in cash or

cash equivalent or, if acceptable to the Trustees or Trust Fund manager, marketable

securities.

14.07 Exclusive Benefit

Except as provided under Article III, Article XI, Section 14.06, and Section 15.06, the

County shall have no beneficial interest in any asset of the Trust or Trust Fund and no

part of any asset in the Trust or Trust Fund shall ever revert to or be repaid to the County,

either directly or indirectly; nor prior to the satisfaction of all liabilities with respect to

the Participants and their Beneficiaries under the Plan, shall any part of the corpus or

55

income of the Trust Fund, or any asset of the Trust, be (at any time) used for or diverted

to purposes other than the exclusive benefit of the Participants or their Beneficiaries.

14.08 Condition for Refund of Contributions

Notwithstanding Section 14.07 of the Plan, if and to the extent permitted by the Code and

other applicable laws and regulations thereunder, upon the County‟s request, a

contribution which is made by a mistake in fact shall be returned to the County within

one (1) year after the mistaken payment of the contribution.

14.09 Evidence

Anyone required to give evidence under the terms of the Plan may do so by certificate,

affidavit, document or other information which the person to act in reliance may consider

pertinent, reliable and genuine, and to have been signed, made or presented by the proper

party or parties. The Trustees shall be fully protected in acting and relying upon any

evidence described under the immediately preceding sentence.

14.10 No Responsibility for County Action

The Trustees shall have no obligation or responsibility with respect to any action required

by the Plan to be taken by the County, any Participant or eligible Employee.

14.11 Waiver of Notice

Any person entitled to notice under the Plan may waive the notice.

14.12 Successors

The Plan shall be binding upon all persons entitled to benefits under the Plan, their

respective heirs and legal representatives, upon the County, its successors and assigns,

and upon the Plan Administrator and its successors.

14.13 Word Usage

Words used in the masculine shall apply to the feminine where applicable, and wherever

the context of the County‟s Plan dictates, the plural shall be read as the singular and the

singular as the plural.

14.14 State Law

The laws of the State of Georgia shall determine all questions arising with respect to the

provisions of this Agreement except to the extent Federal statute supersedes State law.

14.15 Employment Not Guaranteed

Nothing contained in this Plan, or any modification or amendment to the Plan, or in the

creation of any account, or the payment of any benefit, shall give any Employee,

Participant, or Beneficiary any right to continue employment, any legal or equitable right

56

against the County or an Employee of the County, or against the Trustee or its agents or

employees, or against the Plan Administrator, except as expressly provided by the Plan or

by a separate agreement.

57

ARTICLE XV: AMENDMENT AND TERMINATION

15.01 Amendment by the County

The Plan may be amended at any time and from time to time, in the sole discretion of the

County, by a written instrument executed by the County. Each amendment shall state the

date to which it is either retroactively or prospectively effective. Any amendment which

is required by the Internal Revenue Service in order for the Plan or Trust to qualify or

continue to be qualified under the applicable provisions of the Code, or which in the

judgment of the County is necessary or appropriate to such qualifications or continued

qualification, may be made effective retroactively.

15.02 Limitations on Amendments

(a) No amendment shall be made that would jeopardize the qualified status of the

Plan.

(b) No amendment shall authorize or permit any portion of the Trust Fund (other than

the part which is required to pay investment or administration expenses) to be

used for or diverted to purposes other than for the exclusive benefit of the

Participants or their Beneficiaries.

(c) No amendment shall have the effect of decreasing a Participant‟s Non-forfeitable

Accrued Benefit, including a change in the actuarial assumptions or in the

Compensation levels used to determine a Participant‟s Normal Retirement

Pension.

(d) No amendment shall affect the rights, duties, or responsibilities of the Trustees

without the written consent of the Trustees.

15.03 Termination or Freeze by the County

By establishing the Plan, the County represents that the Plan is intended to be a

permanent and continuing program for providing benefits to the Participants therein.

However, the County shall have the right, at any time, to suspend or discontinue the Plan,

and to terminate the Plan. The Plan shall terminate or freeze upon action of the County

provided the County gives the Trustees ninety (90) days prior notice of termination.

15.04 Effect of Termination

Upon termination of the Plan by the County, the provisions of Sections 15.08 of the Plan

(relating to 100% vesting), 15.05 of the Plan (relating to allocation of Plan assets), and

15.06 of the Plan (relating to Plan assets in excess of Plan benefits) shall apply.

15.05 Distribution Upon Termination of Trust

If the County terminates the Plan, the Trustees shall allocate assets of the Plan among the

Participants and Beneficiaries according to the following priorities:

58

(a) Benefits payable as an annuity, in the case of the benefit of a Participant or

Beneficiary which was in pay status as of the termination date of the Plan, each

such benefit, based on the provisions of the Plan under which such benefit would

be the least;

(b) All other Nonforfeitable benefits under the Plan; and

(c) Any other benefits under the Plan.

If assets are insufficient to provide all benefits under the Plan, the Trustee shall allocate

such assets to satisfy obligations within each category by order of priority. If assets are

insufficient to provide all benefits under a priority category, the Trustee shall allocate

assets to Participants within that category in the ratio which each Participant‟s total

benefit bears to the total benefits of all Participants within that category.

15.06 Over-funding

If the County has over-funded the Plan at the time it terminates the Plan, the Trustee may

return the amount by which the County has over-funded the Plan to the County after all

liabilities under the Plan have been paid. The Plan‟s Actuary shall determine the amount

of the over-funding. The County shall state by written request to the Trustee the amount

of any over-funding it wishes the Trustee to return to it upon termination of the Plan.

15.07 Notice Requirements

Prior to the termination of the Plan, the County shall hold a hearing after giving prior

written notice to each Employee stating the time, location, and purpose of such hearing,

in addition to any other notice required by law. The purpose of such hearing shall be to

provide information to and answer any question from the Employees as to any successor

trustees, the provisions of any successor plan, the differences between the Plan and any

successor plan, any effects of the proposed termination or withdrawal on the Employees,

and all other relevant information.

15.08 Full Vesting on Termination

Notwithstanding any other provision of this Plan to the contrary, upon either full or

partial termination of the Plan or the discontinuance of contributions under the Plan (i.e. a

freeze), under Section 15.03 of the Plan, the Accrued Benefit of those Participants,

Beneficiaries, and joint annuitants affected shall become one hundred percent (100%)

vested and Non-forfeitable to the extent funded.

59

ARTICLE XVI: QUALIFIED GOVERNMENTAL EXCESS BENEFIT

ARRANGEMENT

16.01 Section 415(m) Arrangement

This Article XVI shall provide additional benefits under the Plan for Participants whose

Accrued Benefit exceeds the Maximum Permissible Dollar limitation under Section

11.10 of the Plan. The benefits provided under this Article XVI are intended to be

provided under a qualified governmental excess benefit arrangement within the meaning

of Section 415(m) of the Code and shall consist only of excess benefits that would

otherwise be payable under the terms of Plan except for the limitations imposed by Code

Section 415 and Section 11.10 of the Plan.

16.02 Benefits

The amount of monthly benefit payable to a Participant under this Article XVI shall be

determined by subtracting the amount determined under subsection (b) from the amount

determined under subsection (a) where (a) and (b) are:

(a) The amount of Pension payable to the Participant under the Plan, in the form of

distribution elected by the Participant, disregarding Code Section 415 maximum

benefits provisions of Section 11.10.

(b) The amount of Pension payable to such a Participant under the Plan in the form of

distribution elected by the Participant, as limited by Section 11.10.

Any cost of living adjustment otherwise applicable to the Pension payable under the Plan

shall also apply to the excess benefits payable under this Article XVI.

16.03 Payments to Participants

Payment of excess benefits under this Article XV shall be made in the same form and at

the same time as Pension payments under the Plan. Any designation of Beneficiary under

the Plan shall also apply to the excess benefits payable under this Article.

16.04 Benefits Upon Reemployment

If a Participant who is receiving benefits under the Plan is reemployed by the County, any

excess benefits payable under this Article shall be treated in the same manner as his

Pension payments under the Plan.

16.05 Limitation on Benefits

In no event shall a Participant be entitled to receive total benefits from the Plan, including

the benefits payable under this Article XVI, in excess of the benefits he would have

received under the Plan had the limitations under Code Section 415 not applied to the

Plan.

60

16.06 Errors and Omissions

If an error or omission is discovered in the calculation of excess benefits under this

Article XVI, appropriate, equitable adjustments may be made as soon as administratively

practicable following the discovery of such error or omission.

16.07 Taxes

If all or any part of any Participant‟s or Beneficiary‟s benefits under this Article XVI

shall be determined by the Internal Revenue Service to be subject to federal income tax in

an earlier year than such benefit otherwise becomes distributable under the Plan, the

Participant or Beneficiary shall have the right to receive an immediate benefit in an

amount equal to the amount upon which the income tax due is based. If all or any part of

any Participant‟s or Beneficiary‟s benefit under the Plan shall become subject to any

estate, inheritance, income, employment or other tax which the County shall be required

to pay or withhold, the County shall have the full power and authority to withhold and

pay such tax out of distributions to the Participant or Beneficiary whose interests are so

affected.

16.08 Source of Funds

Except as otherwise provided below, the County shall provide the excess benefits

described in this Article from its general assets and ultimately shall have the obligation to

pay all excess benefits due to Participants and Beneficiaries under this Article. No

contribution from any Participant shall be required or permitted to fund the excess

benefits under this Article. The County may provide for a separate rabbi trust to be used

to fund the benefits payable under this Article. To the extent that funds in such trust are

sufficient, the trust assets shall be used to pay benefits under this Article. If such trust

assets are not sufficient to pay such benefits due, then the County shall have the

obligation, and the Participant or Beneficiary, who is due such benefits, shall look to the

County to provide such benefits.

16.09 Trust

The County shall transfer all or any portion of the funds necessary to fund benefits

accrued under this Article to the Board of Trustees to be held and administered by the

Trustees pursuant to the terms of the rabbi trust agreement. Each transfer into the trust

shall be irrevocable as long as the County has any liability or obligations under this

Article to pay excess benefits, such that the trust property is in no way subject to use by

the County, provided, it is the intent of the County that the assets held by the trust are and

shall remain at all times subject to the claims of the general creditors of the County in the

case of insolvency as defined in the rabbi trust document. No Participant or Beneficiary

shall have any interest in the assets held by the trust or in the general assets of the County

other than as a general, nonsecured creditor. Accordingly, neither the County nor the

Trustees shall grant a security interest in the assets held by the trust in favor of the

Participants, Beneficiaries or any creditor.

61

Executed the ____ day of December, 2013.


By: _______________________________

Chairman




2011 Basic 401(a) MPP Plan Document for Governmental Employers

GREAT-WEST RETIREMENT SERVICES®

SECTION 401(a)



2011 Basic 401(a) MPP Plan Document for Governmental Employers

INTRODUCTION TO GREAT-WEST RETIREMENT SERVICES

SECTION 401(a) MONEY PURCHASE PENSION PLAN


The attached sample Basic Plan Document may be used together with the related

Adoption Agreement by eligible governmental employers and their counsel as a model in

preparing a money purchase pension plan document intended to satisfy § 401(a) of the Internal

Revenue Code of 1986, as amended. In general, under a § 401(a) plan, which is also referred to

as a “qualified plan,” an employer’s contributions to a participant’s account (and income earned

on those contributions) are not subject to federal income taxation until those amounts are paid to

the participant.

This sample Basic Plan Document contains provisions that may be included in a qualified

governmental plan. No local, state or federal government has passed on the legal sufficiency

(including the conformity with § 401(a)) of this sample Basic Plan Document. It was prepared

for your convenience and is not intended to provide you with legal or accounting advice, nor

should it be implemented without regard to your particular needs or any applicable laws of your

state or local jurisdiction. Neither Great-West Retirement Services, a unit of Great-West Life &

Annuity Insurance Company, nor any of its affiliated companies, (collectively referred to herein

as “Great-West”) assumes any liability to any person or entity with respect to the adequacy of

this document for any purpose, or with respect to any tax, accounting or legal ramifications

arising from its use. You and your counsel should review and, where appropriate, modify the

provisions to meet your particular needs and applicable local laws. Alterations to the Adoption

Agreement are permissible, but any such alteration that requires a Plan amendment must be set

forth in a separate amendment attached to the front of the plan document.

Great-West is not a party to any plan which you may adopt, and Great-West has no

responsibility, accountability, or liability to you, any employer, any participant or any

beneficiary with regard to the operation or adequacy of this sample Basic Plan Document, any §

401(a) plan prepared from this sample Basic Plan Document, or any future amendments made to

this sample Basic Plan Document, including any amendments to satisfy any changes in

applicable law. You should consult with your legal counsel prior to adopting any plan

document.

i 2011 Basic 401(a) MPP Plan Document for Governmental Employers

TABLE OF CONTENTS



Page

Introduction ........................................................................................................................................

I. INTRODUCTION ....................................................................................................................... 1

II. DEFINITIONS ........................................................................................................................... 1 2.01 “Account” ............................................................................................................... 1

2.02 “Administrator” or “Plan Administrator” ............................................................... 1 2.03 “Adoption Agreement” ......................................................................................... 1 2.04 “Beneficiary” .......................................................................................................... 1 2.05 “Code”..................................................................................................................... 1

2.06 “Compensation” ...................................................................................................... 1 2.07 “Custodial Account” ............................................................................................... 3

2.08 “Custodian” ............................................................................................................. 3 2.09 “Disability” ............................................................................................................. 3 2.10 “Early Retirement Age” .......................................................................................... 3

2.11 “Eligibility Computation Period” ........................................................................... 3 2.12 “Employee” ............................................................................................................. 3

2.13 “Employer” ............................................................................................................. 3

2.14 “Employment Commencement Date”..................................................................... 3

2.15 “Entry Date”............................................................................................................ 4 2.16 “Hour of Service” ................................................................................................... 4 2.17 “Normal Retirement Age” ...................................................................................... 4

2.18 “Participant” ............................................................................................................ 4 2.19 “Plan”. ..................................................................................................................... 4

2.20 “Plan Year” ............................................................................................................. 4 2.21 “Qualified Domestic Relations Order” or “QDRO” ............................................... 4 2.22 “Qualified Military Service” .................................................................................. 4

2.23 “Severance from Employment” .............................................................................. 4 2.24 “Trust”..................................................................................................................... 4 2.25 “Trustee” ................................................................................................................. 4 2.26 “USERRA” ............................................................................................................. 5

2.27 “Vesting Computation Period” ............................................................................... 5 2.28 “Year of Service” .................................................................................................... 5

III. ADMINISTRATION ................................................................................................................ 5 3.01 Administrator .......................................................................................................... 5 3.02 Appointment and Termination of Administrator .................................................... 5

3.03 Duties of Plan Administrator .................................................................................. 5

TABLE OF CONTENTS (Continued)



Page

ii 2011 Basic 401(a) MPP Plan

Document for Governmental Employers

3.04 Administrative Fees and Expenses ......................................................................... 6 3.05 Actions of Administrator ........................................................................................ 6

3.06 Delegation ............................................................................................................... 6 3.07 Investment and Service Providers ........................................................................... 6

IV. PARTICIPATION IN THE PLAN ........................................................................................... 7 4.01 Eligibility ................................................................................................................ 7 4.02 Participation Upon Reemployment ......................................................................... 7

4.03 Change in Employment Status ................................................................................ 7 4.04 Years of Service Taken Into Account for Participation Purposes .......................... 7

4.05 Beneficiary .............................................................................................................. 7 4.06 Qualified Military Service ...................................................................................... 7

V. CONTRIBUTIONS AND FORFEITURES .............................................................................. 7 5.01 Employer Contributions .......................................................................................... 7

5.02 Treatment of Forfeitures ......................................................................................... 8 5.03 Allocation of Employer Contributions.................................................................... 8

5.04 Return of Employer Contributions.......................................................................... 8 5.05 Employee Contributions ......................................................................................... 8 5.06 Rollover Contributions............................................................................................ 9

5.07 Transfer Contributions ............................................................................................ 9 5.08 USERRA. .............................................................................................................. 10

VI. LIMITATIONS ON ALLOCATIONS ................................................................................... 10

6.01 General Limitation ................................................................................................ 10

6.02 Estimation of Compensation ................................................................................. 11 6.03 Treatment of Excess Annual Additions ................................................................ 11

6.04 Participation in Other Individual Account Plans .................................................. 12 6.05 Participation in Defined Benefit Plan ................................................................... 12 6.06 Definitions............................................................................................................. 12

VII. VESTING .............................................................................................................................. 13 7.01 Vesting .................................................................................................................. 13 7.02 Years of Service for Vesting ................................................................................. 14

VIII. HOLDING OF PLAN ASSETS; CREATION OF TRUST AND TRUST FUND ............. 14

8.01 Custody of Plan Assets ......................................................................................... 14 8.02 Establishment of Trust .......................................................................................... 15 8.03 Appointment and Termination of Trustee.............................................................. 15

8.04 Acceptance ............................................................................................................ 16 8.05 Control of Plan Assets .......................................................................................... 16 8.06 General Duties of the Trustee ............................................................................... 16 8.07 Investment Powers of the Trustee ......................................................................... 17

8.08 Trustee Fees and Expenses ................................................................................... 18 8.09 Exclusive Benefit Rules ........................................................................................ 18 8.10 Trustee Actions ..................................................................................................... 18




Page

iii 2011 Basic 401(a) MPP Plan


8.11 Delegation ............................................................................................................. 18 8.12 Division of Duties and Indemnification. ............................................................... 19

8.13 Purchase of Life Insurance.................................................................................... 20 IX. INVESTMENTS..................................................................................................................... 20

9.01 Investment Options ............................................................................................... 20 9.02 Participant Investment Direction. ......................................................................... 21 9.03 Employer Investment Direction. ........................................................................... 21

9.04 Participant Accounts ............................................................................................. 22 X. DISTRIBUTIONS ................................................................................................................... 22

10.01 Distributions from the Plan ................................................................................... 22 10.02 Conditions for Distributions. ................................................................................ 22 10.03 Times of Distribution. ........................................................................................... 23 10.04 Death Benefit Distributions. ................................................................................. 23

10.05 Payment Options ................................................................................................... 27 10.06 Default Distribution Option .................................................................................. 28

10.07 Limitations on Distribution Options ..................................................................... 28 10.08 Taxation of Distributions ...................................................................................... 29 10.09 Eligible Rollover Distributions. ............................................................................ 29

10.10 Elections ................................................................................................................ 30 10.11 Practices and Procedures....................................................................................... 30

10.12 Required Minimum Distribution Waiver of 2009. ............................................... 30

XI. CLAIMS PROCEDURES ...................................................................................................... 30

11.01 Application for Benefits ........................................................................................ 30 11.02 Review .................................................................................................................. 31

XII. LEAVE OF ABSENCE......................................................................................................... 32 12.01 Paid Leave of Absence.......................................................................................... 32 12.02 Unpaid Leave of Absence ..................................................................................... 32

XIII. PARTICIPANT LOANS ..................................................................................................... 32 13.01 Authorization of Loans ......................................................................................... 32 13.02 Maximum Loan Amount....................................................................................... 32 13.03 Repayment of Loan ............................................................................................... 32

13.04 Loan Terms and Conditions .................................................................................. 32 XIV. AMENDMENT OR TERMINATION OF PLAN .............................................................. 34

14.01 Termination ........................................................................................................... 34

14.02 Amendment ........................................................................................................... 34 14.03 Exclusive Benefit .................................................................................................. 34 14.04 Copies of Amendments ......................................................................................... 34

XV. NON-ASSIGNABILITY ...................................................................................................... 34

15.01 Non-Assignability ................................................................................................. 34 15.02 Qualified Domestic Relations Orders ................................................................... 34

XVI. DISCLAIMER ..................................................................................................................... 36




Page

iv 2011 Basic 401(a) MPP Plan


XVII. INTERPRETATION .......................................................................................................... 36 17.01 Governing Law ..................................................................................................... 36

17.02 § 401(a) ................................................................................................................. 36 17.03 Word Usage .......................................................................................................... 36 17.04 Headings ............................................................................................................... 36 17.05 Entire Agreement .................................................................................................. 36

1 2011 Basic 401(a) MPP Plan Document for Governmental Employers



I. INTRODUCTION

In accordance with the provisions of § 401(a) of the Internal Revenue Code of 1986, as amended,

the Employer named in Section A of the Adoption Agreement hereby establishes this § 401(a)

Money Purchase Pension Plan, hereinafter referred to as the “Plan.” The Plan is intended to be a

money purchase pension plan under § 401(a) of the Code and a governmental plan under §

414(d) of the Code and ERISA § 3(32) and shall be construed in a manner consistent with those

provisions. Nothing contained in this Plan shall be deemed to constitute an employment

agreement between any Participant and the Employer, and nothing contained herein shall be

deemed to give a Participant any right to be retained in the employ of the Employer.

II. DEFINITIONS

2.01 “Account” shall mean the separate account or accounts established by the Plan

Administrator or the Trustee on behalf of each Participant in accordance with Section 9.04.

2.02 “Administrator” or “Plan Administrator” shall mean the person, persons or entity

appointed by the Employer to administer the Plan pursuant to Section 3.02, if any, but shall not

include any company which issues policies, contracts, or investment media to the Plan in respect

of a Participant, as such.

2.03 “Adoption Agreement” shall mean the Agreement which, together with this

sample Basic Plan Document, constitutes the Plan.

2.04 “Beneficiary” shall mean the persons or entities designated by a Participant

pursuant to Section 4.05.

2.05 “Code” shall mean the Internal Revenue Code of 1986, as now in effect or as

hereafter amended or recodified. References herein to specific section numbers of the Code shall

be deemed to include Treasury regulations and Internal Revenue Service guidance thereunder as

in effect now, as amended or recodified in corresponding provisions of any future United States

internal revenue law.

2.06 “Compensation” shall mean a Participant’s Code § 3401(a) compensation, Code §

415 compensation, W-2 compensation, or any other form of compensation, whichever is


If Code § 3401(a) compensation is selected in the Adoption Agreement,

Compensation shall mean a Participant’s wages as defined in Code § 3401(a) for purposes of

income tax withholding at the source but determined without regard to any rules that limit the

remuneration included in wages based on the nature or location of employment or the services

performed (such as the exception for agriculture labor in Code § 3401(a)(2)).

2 2011 Basic 401(a) MPP Plan


If Code § 415 compensation is selected in the Adoption Agreement,

Compensation shall have the meaning provided in Code § 415(c)(3) and the Treasury regulations

issued thereunder. In addition, compensation that is received after severance from employment

and paid by the later of 2 ½ months after severance from the Employer maintaining the Plan or

the end of the calendar year in which the Employee severs employment with the Employer

maintaining the Plan and is described in (a) Treasury Regulation § 1.415(c)-2(e)(3)(ii); or (b)

Treasury Regulation § 1.415(c)-2(e)(3)(iii) and those amounts would have been included in the

definition of Compensation if such amounts were paid prior to severance from the Employer

maintaining the Plan, shall not fail to be § 415 Compensation.

If W-2 compensation is selected in the Adoption Agreement, Compensation shall

mean a Participant’s wages as defined in Code § 3401(a) for purposes of income tax withholding

at the source but determined without regard to any rules that limit the remuneration included in

wages based on the nature or location of employment or the services performed and all other

payments of compensation paid by the Employer to the Participant for which the Employer is

required to issue statements under Code §§ 6041(d), 6051(a)(3) and 6052. W-2 compensation

must be determined without regard to any rules that limit the remuneration included in wages

based on the nature or location of employment or the services performed (such as the exception

for agriculture labor in Code § 3401(a)(2)).

Compensation shall include only the compensation that is actually paid to the

Participant during the period for which compensation is determined with respect to a Plan Year.

For Plan Years beginning on or after January 1, 1998, Compensation shall also include any

amount which is contributed by the Employer for the period pursuant to a salary reduction

agreement and which is not includible in the gross income of the Employee under Code §§ 125,

132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b).

Compensation for any Plan Year will be determined for the Plan Year or the

calendar year ending with or within the Plan Year, whichever is specified in the Adoption

Agreement. With respect to a Participant’s first year of participation in the Plan, the

Participant’s Compensation for purposes of allocating Employer contributions shall be his

Compensation for the period commencing (i) as of the first day of the Plan Year or calendar year,

whichever is applicable, or (ii) as of the first day the Employee became a Participant, consistent

with the Employer’s designation in the Adoption Agreement.

The annual Compensation of each Participant taken into account under the Plan

for any year shall not exceed $200,000 ($150,000 for years prior to 2002) as adjusted for cost-of-

living increases in accordance with Code § 401(a)(17)(B). If the Plan determines Compensation

based on a period of time that contains fewer than 12 calendar months, the annual Compensation

limit is an amount equal to the annual Compensation limit for the calendar year in which the

Compensation period begins multiplied by the ratio obtained by dividing the number of full

months in the period by 12.

For Plan Years after December 31, 2008, to the extent permitted by the applicable

Code provisions and Treasury regulations, Compensation shall include pay received by a

Participant from the Employer while performing Qualified Military Service but only to the extent



the pay does not exceed the amounts the Participant would have received if the Participant had

continued to perform services for the Employer rather than entering Qualified Military Service.

2.07 “Custodial Account” shall mean the account established with a bank, trust

company or other entity that satisfies the provisions of Code § 401(f), if the Employer has

elected to satisfy the trust requirement of Code § 401(a) by setting aside Plan assets in a

custodial account.

2.08 “Custodian” shall mean the bank, trust company or other person authorized to

hold the assets of such a custodial account in accordance with regulations issued by the Secretary

of the Treasury pursuant to Code § 401(f) that is selected by the Employer to hold Plan assets, if

the Employer has elected to use a custodial account pursuant to Code § 401(a) and § 401(f).

2.09 “Disability” shall mean, as selected in the Adoption Agreement: (a) the inability

to engage in any substantial gainful activity by reason of a medically determinable physical or

mental impairment which can be expected to result in death or to be of long-continued and

indefinite duration, within the meaning of Code § 72(m)(3); (b) an illness or injury of a

potentially permanent nature, expected to last for a continuous period of not less than 12 months,

certified by a physician selected by or satisfactory to the Employer which prevents the Employee

from engaging in any occupation for wage or profit for which the Employee is reasonably fitted

by training, education or experience; (c) an illness or injury of a potentially permanent nature,

expected to last for a continuous period of not less than 12 months, certified by a physician

selected by or satisfactory to the Employer which prevents the Employee from engaging in his or

her occupation; or (d) an alternative definition of Disability as set forth in the Adoption

Agreement.

2.10 “Early Retirement Age” shall mean the age set by the Employer in the Adoption

Agreement (but not earlier than 55), which is the earliest age at which a Participant may retire

and receive his or her benefits under the Plan.

2.11 “Eligibility Computation Period” shall mean the period for determining Years of

Service for purposes of eligibility. The initial Eligibility Computation Period is the

12-consecutive month period beginning on the Employment Commencement Date. In the event

an Employee fails to become a Participant within the initial Eligibility Computation Period, the

Eligibility Computation Period shall mean the Plan Year, beginning with the Plan Year in which

occurs the first anniversary of the Employee’s Employment Commencement Date.

2.12 “Employee” shall mean those individuals specified in the Adoption Agreement.

2.13 “Employer” shall mean the sponsor of the Plan as named in the Adoption

Agreement. The Employer must be the government of a state or political subdivision of a state

or an agency or instrumentality of a state or political subdivision of a state, which is eligible to

maintain a governmental plan within the meaning of Code § 414(d) and ERISA § 3(32).

2.14 “Employment Commencement Date” shall mean the Employee’s date of hire or

rehire, as applicable, with respect to which an Employee is first credited with an Hour of Service.



2.15 “Entry Date” shall mean the entry date(s) specified in the Adoption Agreement.

2.16 “Hour of Service” shall generally mean an hour for which an Employee is paid or

entitled to be paid, and the basis for determining Hours of Service shall be specified in the

Adoption Agreement.

2.17 “Normal Retirement Age” shall mean the normal retirement age specified in the

Adoption Agreement.

2.18 “Participant” shall mean any Employee who becomes a Participant pursuant to

Section 4.01. Except for purposes of Articles IV, XII, and XIII, the term “Participant” shall

include former Participants. The Administrator, if he or she is otherwise eligible, may

participate in the Plan.

2.19 “Plan” shall mean the Plan named in the Adoption Agreement and consisting of

the Adoption Agreement and this sample Basic Plan Document.

2.20 “Plan Year” shall mean the calendar year or other 12-consecutive-month period as


2.21 “Qualified Domestic Relations Order” or “QDRO” shall have the meaning

specified in Section 15.02.

2.22 “Qualified Military Service” shall mean any service in the uniformed service (as

defined in Chapter 43 of Title 38 of the United States Code as in effect as of December 12, 1994)

by any individual if such individual is entitled to reemployment rights under such Chapter with

respect to such service.

2.23 “Severance from Employment” shall mean severance of the Participant’s

employment with the Employer. A Participant shall be deemed to have severed his employment

with the Employer for purposes of this Plan when both parties consider the employment

relationship to have terminated and neither party anticipates any future employment of the

Participant by the Employer.

2.24 “Trust” shall mean the trust created under Article VIII of the Plan if the Employer

or certain employees are named as Trustee(s) in the Adoption Agreement. Alternatively, “Trust”

shall mean a trust created by a separate written agreement between the Employer and the Trustee

if a bank or trust company is named as Trustee in the Adoption Agreement. The Trust shall

consist of all Plan assets held by the Trustee named in the Adoption Agreement.

2.25 “Trustee” shall mean the Employer or such other person, persons or entity

selected by the Employer who agrees to act as Trustee hereunder if elected in the Adoption

Agreement. This term (except as used in Article VIII) also refers to the person holding the assets

of any custodial account or holding any annuity contract described in Section 8.01.



2.26 “USERRA” shall mean the Uniformed Services Employment and Re-employment

Rights Act of 1994, as amended.

2.27 “Vesting Computation Period” shall mean, as designated by the Employer in the

Adoption Agreement, the Plan Year or the 12-consecutive-month period beginning on an

Employee’s Employment Commencement Date and each anniversary thereof.

2.28 “Year of Service” shall mean a Year of Service as designated by the Employer in

the Adoption Agreement.

III. ADMINISTRATION

3.01 Administrator. The Employer shall be the Administrator unless another person or

persons is appointed by the Employer in the Adoption Agreement as set forth in Section 3.02.

3.02 Appointment and Termination of Administrator. The Administrator may be

named in the Adoption Agreement by the Employer and may be a Participant. The

Administrator shall remain in office at the will of the Employer and may be removed from office

at any time by the Employer, with or without cause. Such removal shall be effective upon

delivery of written notice to the Administrator or at such later time as may be designated in such

notice; provided that any such notice of removal shall take effect no later than 60 days after the

delivery thereof, unless such 60 day period shall be waived. The Administrator may resign at

any time upon giving written notice to the Employer or at such later time as may be designated in

the notice of resignation; provided that (a) any such notice of resignation shall take effect no later

than 60 days after the delivery thereof, unless such 60 day period shall be waived, and (b) upon

such resignation or removal the Employer shall have the power and the duty to designate and

appoint a successor Administrator (which may be the Employer), and the actual appointment of a

successor Administrator is a condition that must be fulfilled before the resignation or removal of

the Administrator shall become effective. Upon appointment, the successor Administrator shall

have all the rights, powers, privileges, liabilities and duties of the predecessor Administrator.

The Administrator so resigned or removed shall take any and all action necessary to vest the

rights, powers, privileges, liabilities and duties of the Administrator in the successor.

3.03 Duties of Plan Administrator. Subject to any applicable laws and any approvals

required by the Employer, the Plan Administrator shall have full power and authority to adopt

rules, regulations and procedures for the administration of the Plan and to interpret, alter, amend,

or revoke any rules, regulations or procedures so adopted. The Plan Administrator’s duties shall

include:

(a) appointing the Plan’s attorney, accountant, actuary, custodian or any other party

needed to administer the Plan or the Plan assets;

(b) directing the Trustee with respect to payments from the Plan assets held in Trust;

(c) communicating with Employees regarding their participation and benefits under

the Plan, including the administration of all claims procedures;



(d) filing any returns and reports with the Internal Revenue Service or any other

governmental agency;

(e) reviewing and approving any financial reports, investment reviews, or other

reports prepared by any party appointed under paragraph (a);

(f) establishing a funding policy and investment objectives consistent with the

purposes of the Plan; and

(g) construing and resolving any question of Plan interpretation. The Plan

Administrator’s interpretation of Plan provisions including eligibility and benefits

under the Plan is final.

3.04 Administrative Fees and Expenses. All reasonable costs, charges and expenses

incurred by the Plan Administrator in connection with the administration of the Plan (including

fees for legal services rendered to the Plan Administrator) may be paid by the Employer, but if

not paid by the Employer when due shall be paid from Plan assets. Such reasonable

compensation to the Administrator as may be agreed upon from time to time between the

Employer and Plan Administrator may be paid by the Employer, but if not paid by the Employer

when due shall be paid from Plan assets. Notwithstanding the foregoing, no compensation other

than reimbursement for expenses shall be paid to a Plan Administrator who is the Employer or a

full-time Employee of the Employer. In the event any part of the assets in the Plan becomes

subject to tax, all taxes incurred shall be paid from the Plan assets unless the Plan Administrator

advises the Trustee not to pay such tax.

3.05 Actions of Administrator. Every action taken by the Plan Administrator shall be

presumed to be a fair and reasonable exercise of the authority vested in or the duties imposed

upon him, her or it. The Plan Administrator shall be deemed to have exercised reasonable care,

diligence and prudence and to have acted impartially as to all persons interested, unless the

contrary be proven by affirmative evidence. The Plan Administrator shall not be liable for

Employer contributions or for other amounts payable under the Plan.

3.06 Delegation. Subject to any applicable laws and any approvals required by the

Employer, the Plan Administrator may delegate any or all of his, her or its powers and duties

hereunder to another person, persons or entity, and may pay reasonable compensation for such

services as an administrative expense of the Plan, to the extent such compensation is not

otherwise paid.

3.07 Investment and Service Providers. Any company which issues policies, contracts,

or investment media to the Employer or in respect of a Participant is not a party to this Plan, and

such company shall have no responsibility, accountability, or liability to the Employer, the

Administrator, any Participant or any Beneficiary with regard to the operation or adequacy of

this Plan, including any future amendments made thereto.



IV. PARTICIPATION IN THE PLAN

4.01 Eligibility. Each Employee shall become a Participant on the Entry Date

coinciding with or next following his satisfaction of the participation requirements designated by

the Employer in the Adoption Agreement.

4.02 Participation Upon Reemployment. A former Participant or former Employee

who satisfied the eligibility requirements of Section 4.01 prior to his termination of employment

shall become a Participant immediately upon the date of his reemployment. Any other

Employee who is reemployed shall become a Participant on the Entry Date coinciding with or

next following satisfaction of the eligibility conditions of Section 4.01, or if later, the date of

reemployment.

4.03 Change in Employment Status. In the event a Participant is no longer a member

of an eligible class of Employees and becomes ineligible to participate, such Employee will

participate immediately upon returning to an eligible class of Employees. In the event an

Employee who is not a member of an eligible class of Employees becomes a member of an

eligible class, such Employee will participate immediately if such Employee has satisfied the

minimum age and service requirements and would have otherwise previously become a

Participant.

4.04 Years of Service Taken Into Account for Participation Purposes. All Years of

Service with the Employer are counted toward eligibility. Years of Service with a predecessor

employer are counted only if selected in the Adoption Agreement.

4.05 Beneficiary. Each Participant may designate, in a manner authorized by the

Administrator, a Beneficiary or Beneficiaries to receive any amounts which may be distributed in

the event of the death of the Participant prior to the complete distribution of benefits. A

Participant may change the designation of Beneficiaries at any time by filing with the

Administrator a written notice on a form approved by the Administrator. If no such designation

is in effect on the Participant’s death, the Beneficiary shall be the Participant’s surviving spouse,

if any, and then his estate.

4.06 Qualified Military Service. A Reemployed Veteran’s period of Qualified Military

Service shall be taken into account in determining Years of Service under Section 7.02 of the

Plan. “Reemployed Veteran” means any Employee who terminated employment with the

Employer, subsequently had the right to be reemployed by the Employer under Chapter 43 of

Title 38 of the United States Code and became reemployed by the Employer under that Chapter

as an Employee.

V. CONTRIBUTIONS AND FORFEITURES

5.01 Employer Contributions. The Employer shall contribute to the Plan for each Plan

Year the amount determined pursuant to the contribution option selected by the Employer in the

Adoption Agreement; provided, however, that the Employer shall not make a contribution to the



Plan for any Plan Year to the extent such contribution would exceed the limitations of Section

6.01.

If any Employee who should be included as a Participant for any Plan Year is

erroneously omitted and discovery of such omission is not made until after a contribution for the

Plan Year has been made pursuant to this Section 5.01, the Employer shall, subject to applicable

IRS guidance, make a subsequent contribution so that the omitted Employee receives the total

amount which such Employee would have received had he or she not been omitted.

If any person who should not have been included as a Participant for any Plan

Year is erroneously included, discovery of such incorrect inclusion is not discovered until after a

contribution on behalf of such person has been made for the Plan Year pursuant to this Section

5.01, and such incorrect inclusion is not a mistake of fact, then the amount contributed on behalf

of such person shall, subject to applicable IRS guidance, constitute a forfeiture. Such forfeiture

shall be used to reduce contributions otherwise due from the Employer.

5.02 Treatment of Forfeitures. As designated by the Employer in the Adoption

Agreement, forfeitures arising under the Plan shall be reallocated to Participants in accordance

with Section 5.03 as an additional Employer contribution, used to offset plan expenses or used to

reduce Employer contributions for the next Plan Year. A forfeiture occurs at the earlier of the

time the Participant receives or is deemed to receive distribution of his vested Employer

Contribution Account balance following the Participant’s Severance from Employment or the

last day of the Plan Year in which his Severance from Employment occurs. If a Participant’s

vested Employer Contribution Account balance is zero at the time of his or her Severance from

Employment, the Participant shall be deemed to have received a distribution of the entire

Account balance.

5.03 Allocation of Employer Contributions. Employer contributions shall be allocated

to the appropriate Account of eligible Participants as designated by the Employer in the

Adoption Agreement. Employer contributions shall be allocated to eligible Participants in the

ratio that each such Participant’s Compensation bears to the Compensation of all Participants, or

in such other manner as designated by the Employer in the Adoption Agreement.

5.04 Return of Employer Contributions. Contributions to and income of the Plan shall

not be diverted to or used for any purpose other than the exclusive benefit of the Participants or

their Beneficiaries. Notwithstanding the preceding sentence, contributions made by an Employer

may be returned to such Employer if the contribution was made by the Employer because of a

mistake of fact and is returned to the Employer within one year of the contribution or if the

contribution is conditioned on the initial qualification of the Plan and the contribution is returned

to the Employer within one year after the date of an adverse determination, but only if the

application for the initial qualification is made on or before or such date as the Secretary of the

Treasury may prescribe for the filing of an initial request for a determination letter by a

governmental plan.

5.05 Employee Contributions. If so elected in the Adoption Agreement, (a) each

Participant shall contribute to the Plan the percentage of Compensation mandated in the



Adoption Agreement, and/or (b) each Participant may make “After-tax Contributions”; provided,

however, that a Participant shall not make a contribution to the Plan for any Plan Year to the

extent such contribution would exceed the limitations of Section 6.01.

Employee contributions shall be credited to appropriate Account(s) established

for the Participant and shall be distributed to such Participant or his Beneficiary at such time and

in such form as shall be selected in accordance with Article X. A Participant’s Mandatory

Contribution Account and a Participant’s After-tax Contribution Account shall be nonforfeitable

at all times.

All mandatory amounts designated as employee contributions under this Section,

shall be paid by the Employer for all Employees (“picked up by the Employer”) in order to be

treated as Employer contributions under Code § 414(h)(2).

5.06 Rollover Contributions. If authorized by the Employer in the Adoption

Agreement, the Plan Administrator, in its sole discretion, may direct the Trustee to accept a

rollover contribution on behalf of a Participant or an Employee who may become a Participant.

A rollover contribution for purposes of this Section 5.06 is an eligible rollover distribution (as

defined in Code § 402(f)(2)) to a Participant from (i) a plan qualified under Code § 401(a); (ii) an

annuity qualified under Code § 403(a); (iii) an individual retirement account or annuity described

in Code §§ 408(a) or 408(b); or (iv) for Plan Years beginning on or after January 1, 2002,

an eligible deferred compensation plan described in Code § 457(b) maintained by an eligible

employer described in Code § 457(e)(1)(A), that is either paid directly from such plan or

contributed to the Plan by the Participant within 60 days of such Participant’s receipt of such

distribution from the distributing plan. Prior to accepting any rollover contributions, the Plan

Administrator may require that the Participant establish that the amount to be rolled over to the

Plan is a valid rollover within the meaning of Treasury Regulation § 1.401(a)(31)-1 or as

otherwise provided in the Code. The Plan Administrator shall separately account for the portion

of any rollover contribution which is includible in gross income and the portion which is not so

includible.

Rollover contributions shall be credited to a Rollover Contribution Account

established for the Participant or Employee, and such Account shall be nonforfeitable at all

times. A Participant’s Rollover Contribution Account shall be distributed to such Participant or

his Beneficiary at such time and in such form as shall be selected in accordance with Article X.

Notwithstanding any other provisions of Section 5.06 of the Plan, and solely for

purposes of applying the rollover provisions of the Plan, 2009 RMDs and Extended 2009 RMDs,

will be treated as eligible rollover distributions.

5.07 Transfer Contributions. If authorized by the Employer in the Adoption

Agreement, the Plan Administrator, in its sole discretion, may direct the Trustee to accept a

direct transfer of amounts from the trustee of another plan qualified under Code § 401(a) on

behalf of a Participant or Employee.



Direct transfers shall be credited to a Transfer Contribution Account established

for the Participant or Employee, and such Account shall be nonforfeitable at all times. A

Participant’s Transfer Contribution Account shall be distributed to such Participant or his

Beneficiary at such time and in such form as shall be selected in accordance with Article X.

5.08 USERRA. Notwithstanding any provision of this Plan to the contrary,

contributions and benefits with respect to Qualified Military Service shall be provided in

accordance with Code § 414(u). During the period that begins on a Reemployed Veteran’s date

of reemployment and continues for the lesser of three times the duration of the period of his

Qualified Military Service or five years, a Reemployed Veteran may make mandatory Employee

contributions, After-tax Contributions or other contributions equal to the maximum contributions

of each type that he would have been required or permitted to make under the Plan had the

Reemployed Veteran been an eligible Participant during the period of Qualified Military Service,

less any such contributions of the same type actually made during such period. If the Employer

has elected in the Adoption Agreement to make pick-up or Employer contributions with respect

to mandatory contributions or to make Matching Contributions with respect to After-tax

Contributions or contributions to or deferrals under any other plan, then the Employer shall make

such Employer contributions or Matching Contributions on behalf of any Reemployed Veteran

with respect to any mandatory contributions or After-tax Contributions made under this Section

5.08 or such other contributions or deferrals made under the other plan following his

reemployment.

Earnings or forfeitures shall not be required to be credited with respect to

contributions made under this Section 5.08 for any period before such contributions are actually

made to the Plan. For purposes of applying the limitations on each type of contribution under the

Plan and annual additions under Section 6.01, the limitations for the year to which a contribution

under this Section 5.08 relates (rather than the year in which such contribution is actually made)

shall apply. For purposes of this Section 5.08 and applying the limitations of Section 6.01, a

Reemployed Veteran will be treated as having received Compensation for a Plan Year during

which the Reemployed Veteran performed Qualified Military Service equal to the (i)

Compensation the Reemployed Veteran would have received during such period if he had

remained actively employed, determined based on the rate of pay he would have received from

the Employer but for the period of Qualified Military Service, or (ii) if the Compensation the

Reemployed Veteran would have received during such period is not reasonably certain, the

Reemployed Veteran’s average Compensation for the 12-month period (or other period if his

period of employment is shorter than 12 months) immediately before he commenced his

Qualified Military Service.

VI. LIMITATIONS ON ALLOCATIONS

6.01 General Limitation. The amount of annual additions which may be credited to the

Participant’s Account (a) for any limitation year beginning prior to 2002 shall not exceed the

lesser of $30,000 (as adjusted under Code § 415(d)) or 25% of such Participant’s Compensation

for the limitation year, or (b) for any limitation year beginning in 2002 or later shall not exceed

the lesser of $40,000 (as adjusted under Code § 415(d)) or 100% of such Participant’s



Compensation for the limitation year. The percentage of Compensation limit shall not apply to

any contribution for medical benefits (within the meaning of Code § 401(h) or Code

§ 419A(f)(2) after separation from service) which is otherwise treated as an annual addition

under Code § 415(l)(1) or Code § 419A(d)(2).

If the Employer contribution that would otherwise be contributed or allocated to

the Participant’s Account would cause the annual additions for the limitation year to exceed the

limitations of the preceding sentence, the amount contributed or allocated shall be reduced so

that the annual additions for the limitation year shall equal the applicable limitation.

If a short limitation year is created because of an amendment changing the

limitation year to a different 12-consecutive-month period, the maximum permissible amount

will not exceed the dollar limitation specified above multiplied by the following fraction:

Number of months in the short limitation year

12

6.02 Estimation of Compensation. Prior to determining the Participant’s actual

Compensation for the limitation year, the Employer may determine the applicable limitation of

Section 6.01 for a Participant on the basis of a reasonable estimation of the Participant’s

Compensation for the limitation year, uniformly determined for all Participants similarly

situated; provided, however, that as soon as is administratively feasible after the end of the

limitation year, the applicable limitation for the limitation year shall be determined on the basis

of the Participant’s actual Compensation for the limitation year.

6.03 Treatment of Excess Annual Additions. If pursuant to Section 6.02, as a result of

the allocation of forfeitures, or in other circumstances determined by the Commissioner of

Internal Revenue to justify application of these rules, an amount in excess of the limitation of

Section 6.01 is allocated to such Participant, the excess amount will be deemed to consist of the

annual additions last allocated, except that annual additions attributable to a welfare benefit fund

or individual medical account will be deemed to have been allocated first regardless of the actual

allocation date.

(a) Subject to applicable IRS guidance, the excess shall be disposed of as follows:

(i) Any After-tax Contributions or elective deferrals (plus attributable

earnings) to the extent they would reduce the excess amount will be

distributed to the Participant;

(ii) If the Participant is covered by the Plan at the end of the limitation year,

the excess amount in the Participant’s Account shall be used to reduce

Employer contributions (including any allocation of forfeitures) for such

Participant in the next limitation year and succeeding limitation years if

necessary;



(b) If after the application of subsection (a) an excess amount still exists and the

Participant is not covered by the Plan at the end of a limitation year, the excess

amount shall be held unallocated in a suspense account. The suspense account

shall be applied to reduce future Employer contributions for all remaining

Participants in the next limitation year and succeeding limitation years if

necessary.

If a suspense account is in existence at any time during a limitation year pursuant

to this Section, it shall not participate in the allocation of the Plan’s investment

gains and losses. If a suspense account is in existence at any time during a

particular limitation year, all amounts in the suspense account must be allocated

and reallocated to Participants’ accounts before any Employer contributions may

be made to the Plan for that limitation year.

6.04 Participation in Other Individual Account Plans. This Section applies if, in

addition to this Plan, the Participant is covered under a qualified defined contribution plan

maintained by the Employer, a welfare benefit fund as defined in Code § 419(e) maintained by

the Employer, an individual medical account as defined in Code § 415(1)(2) maintained by the

Employer, or a simplified employee pension maintained by the Employer that provides an annual

addition as defined in Section 6.06 during any limitation year. The annual additions which may

be credited to a Participant’s Account under this Plan for any such limitation year shall not

exceed the limitation of Section 6.01 reduced by the annual additions credited to a Participant’s

account under such other plans and welfare benefits funds for the same limitation year. If the

annual additions with respect to the Participant under other defined contribution plans and

welfare benefit funds maintained by the Employer are less than the limitation of Section 6.01 and

the Employer contribution that would otherwise be contributed or allocated to the Participant’s

Account under this Plan would cause the annual additions for the limitation year to exceed this

limitation, the amount contributed or allocated shall be reduced so that the annual additions

under all such plans and funds for the limitation year shall equal the limitation of Section 6.01.

If the annual additions with respect to the Participant under such other defined contribution plans

and welfare benefit funds in the aggregate are equal to or greater than the limitation of Section

6.01, no amount shall be contributed or allocated to the Participant’s Account under this Plan for

the limitation year.

6.05 Participation in Defined Benefit Plan. For limitation years beginning before

December 31, 1999, if selected in the Adoption Agreement, with respect to a Participant who

also participates in a defined benefit plan maintained by the Employer, annual additions to this

plan will be limited as necessary to comply with Code § 415(e).

6.06 Definitions. The following definitions shall apply for purposes of this Article VI

only:

(a) Annual additions. The sum of the following amounts credited to a Participant’s

Account for the limitation year:

(i) Employer contributions;



(ii) Employee contributions;

(iii) forfeitures;

(iv) amounts allocated to an individual medical account, as defined in Code

§ 415(1)(2), which is part of a pension or annuity plan maintained by the

Employer; and

(v) amounts which are attributable to post-retirement medical benefits

allocated to the separate account of a key employee (as defined in Code

§ 419A(d)(3)) under a welfare benefit fund (as defined in Code § 419(e))

maintained by the Employer.

For this purpose, any excess amount applied in a limitation year to reduce

Employer contributions shall be considered an annual addition for such limitation

year,.

(b) Compensation. Compensation shall mean Code § 415 compensation as defined in

Section 2.06.

(c) Employer. For purposes of this Article, Employer shall mean the Employer that

adopts this Plan, and all members of a controlled group of corporations (as

defined in Code § 414(b) as modified by Code § 415(h)), all commonly

controlled trades or businesses (as defined in Code § 414(c) as modified by Code

§ 415(h) or affiliated service groups (as defined in Code § 414(m)) of which the

adopting Employer is a part, and any other entity required to be aggregated with

the Employer pursuant to regulations under Code § 414(o).

(d) Excess Amount. The excess of the Participant’s annual additions for the

limitation year in excess of the limitations of Section 6.01.

(e) Limitation Year. The calendar year. All qualified plans maintained by the

Employer shall use the same limitation year. If the limitation year is amended to

a different 12-consecutive month period, the new limitation year must begin on a

date within the limitation year in which the amendment is made. If the Plan is

terminated effective as of a date other than the last day of the limitation year, the

Plan is treated for purposes of this definition as if the Plan was amended to

change its limitation year resulting in a short limitation year on the date of

termination.

VII. VESTING

7.01 Vesting. Each Participant shall acquire a vested interest in his Employer

Contribution Account in accordance with the vesting schedule selected by the Employer in the

Adoption Agreement, provided, however, that a Participant shall be fully vested in his Employer

Contribution Account upon attaining Early Retirement Age (if employed by the Employer on



such date), Normal Retirement Age (if employed by the Employer on such date), if his

employment terminates as a result of death, disability or as provided in Section 14.01. If a

Participant’s employment terminates prior to his Early Retirement Age, if any, or, if none, his

Normal Retirement Age for any reason other than death or disability, then he shall be entitled to

receive the vested percentage of his Employer Contribution Account balance (and the remaining

balance shall be forfeited) derived from Employer contributions determined based on Years of

Service with the Employer and the vesting schedule selected by the Employer in the Adoption

Agreement.

7.02 Years of Service for Vesting. For purposes of determining a Participant’s vested

interest (a) all Years of Service shall be credited to the Participant without regard to any breaks

in service, and (b) the determination of whether a Participant has completed a Year of Service for

vesting purposes shall be made with reference to the Vesting Computation Period.

Notwithstanding the foregoing, a Reemployed Veteran’s period of Qualified Military Service

shall be taken into account in determining Years of Service under the Plan.

VIII. HOLDING OF PLAN ASSETS;

CREATION OF TRUST AND TRUST FUND

8.01 Custody of Plan Assets. All contributions under the Plan, all property and rights

purchased with such amounts, and all income attributable to such amounts, property or rights

shall be held for the exclusive benefit of Participants and their Beneficiaries. The trust

requirement of Code § 401(a) shall be satisfied in the manner specified in the Adoption

Agreement. Depending upon the choices made in the Adoption Agreement, Plan assets shall be

set aside as follows:

(a) If elected in Box D. 1 of the Adoption Agreement, Plan assets shall be set aside in

trust pursuant to this Article VIII with the Employer or certain employees of (or

holders of certain positions with) the Employer named as Trustee. The Trustee

shall be named in the Adoption Agreement and shall accept such appointment by

executing same. All contributions to the Plan shall be transferred to the Trust

established under the Plan within a period that is not longer than is reasonable for

the proper administration of the Accounts of Participants.

(b) If elected in Box D. 2 of the Adoption Agreement, Plan assets will be set aside in

trust pursuant to a separate written trust agreement entered into between the

Employer and the bank or trust company named as Trustee, and the provisions of

Sections 8.02 through 8.13 shall not apply to the Plan. The bank or trust company

named in the Adoption Agreement shall be the Trustee and shall accept such

appointment by executing the same. Any Trust under the Plan shall be

established pursuant to a written agreement that constitutes a valid trust under the

law of the state where the Employer is located. All contributions to the Plan shall

be transferred to a Trust established under the Plan within a period that is not

longer than is reasonable for the proper administration of the Accounts of

Participants.



(c) If elected in Box D. 3 of the Adoption Agreement, Plan assets shall be set aside in

one or more annuity contracts described in Code § 401(f), and the provisions of

Sections 8.02 through 8.13 shall not apply to the Plan. Notwithstanding any

contrary provision of the Plan, including any annuity contract issued under the

Plan in accordance with Code § 401(a), all contributions to the Plan, all property

and rights purchased with such amounts, and all income attributable to such

amounts, property, or rights shall be held under one or more annuity contracts, as

defined in Code § 401(g), issued by an insurance company qualified to do

business in the state where the contract was issued, for the exclusive benefit of

Participants and Beneficiaries under the Plan. For this purpose, the term “annuity

contract” does not include a life, health or accident, property, casualty, or liability

insurance contract. The owner of the annuity contract is the “deemed trustee” of

the assets invested under the contract for purposes of Code § 401(a). All

contributions to the Plan shall be transferred to such annuity contract within a

period that is not longer than is reasonable for the proper administration of the

Accounts of Participants.

(d) If elected in Box D. 4 of the Adoption Agreement, Plan assets shall be set aside in

one or more Custodial Accounts described in Code § 401(f). The bank, trust

company or other person named in the Adoption Agreement shall be the

Custodian and “deemed trustee” for purposes of Code § 401(a) and shall accept

such appointment by executing the same. The Employer and Custodian shall

enter into a separate written custodial agreement, and the provisions of Sections

8.02 through 8.13 shall not apply to the Plan. For purposes of this paragraph, the

Custodian of any Custodial Account created pursuant to the Plan must be a bank,

as described in Code § 408(n), or a person who meets the non-bank Trustee

requirements of paragraphs (2)-(6) of § 1.408-2(e) of the Treasury regulations

relating to the use of non-bank Trustees. All contributions to the Plan shall be

transferred to a Custodial Account described in Code § 401(f) within a period that

is not longer than is reasonable for the proper administration of the Accounts of

Participants.

8.02 Establishment of Trust. If elected in Box D. 1 of the Adoption Agreement, the

Employer or named Employees of the Employer (or certain holders of positions with the

Employer) shall serve as Trustee as evidenced by the Trustee’s execution of the applicable page

of the Adoption Agreement. In that event, a Trust is hereby created to hold all of the assets of

the Plan for the exclusive benefit of Participants and Beneficiaries. The Trust shall consist of all

contributions made under the Plan and the investment thereof and earnings thereon. Except to

the extent that the Employer enters into a separate written trust agreement with an institutional

Trustee, the assets in Trust shall be administered as provided in this document.

8.03 Appointment and Termination of Trustee. A Trustee may be named by the

Employer and may be a Participant. The Trustee shall remain in office at the will of the

Employer and may be removed from office at any time by the Employer, with or without cause.

Such removal shall be effective upon delivery of written notice to the Trustee or at such later



time as may be designated in such notice; provided that any such notice of removal shall take

effect no sooner than 30 days and no later than 60 days after the delivery thereof, unless such 30

or 60-day period shall be waived. The Trustee may resign at any time upon giving written notice

to the Employer or at such later time as may be designated in the notice of resignation; provided

that (a) any such notice of resignation shall take effect no sooner than 30 days and no later than

60 days after the delivery thereof, unless such 30-day or 60-day period shall be waived; and

(b) upon such resignation or removal the Employer shall have the power and the duty to

designate and appoint a successor Trustee and the actual appointment of a successor Trustee is a

condition that must be fulfilled before the resignation or removal of the Trustee shall become

effective.

Upon appointment, the successor Trustee shall have all the rights, powers,

privileges, liabilities and duties of the predecessor Trustee. The Trustee so resigned or removed

shall take any and all action necessary to vest the rights, powers, privileges, liabilities and duties

of the Administrator in his, her or its successor.

8.04 Acceptance. By signing the Adoption Agreement the Trustee accepts the Trust

created under the Plan and agrees to perform the obligations imposed under this Article VIII.

8.05 Control of Plan Assets. The assets of the Trust or evidence of ownership shall be

held by the Trustee, under the terms of the Plan and under either this Article VIII or under the

separate written trust agreement with a bank or trust company. If the assets represent amounts

transferred from a former plan, the Trustee shall not be responsible for the propriety of any

investment under the former plan.

8.06 General Duties of the Trustee. The Employer or the individual(s) named as

Trustee(s) in the Adoption Agreement shall be responsible for the administration of investments

held in the Plan. The Trustee’s duties shall include:

(a) receiving contributions under the terms of the Plan;

(b) making distributions from Plan assets held in Trust in accordance with written

instructions received from an authorized representative of the Employer;

(c) keeping accurate records reflecting the administration of the Trust assets and

making such records available to the Employer for review and audit. Within 90

days after each Plan Year, and within 90 days after its removal or resignation, the

Trustee shall file with the Employer an accounting of the administration of the

Trust assets during such year or from the end of the preceding Plan Year to the

date of removal or resignation. Such accounting shall include a statement of cash

receipts and disbursements since the date of its last accounting and shall contain

an asset list showing the fair market value of investments held in the Trust as of

the end of the Plan Year; the value of marketable investments shall be determined

using the most recent price quoted on a national securities exchange or over-the-

counter market. The value of non-marketable investments shall be determined in

the sole judgment of the Trustee, which determination shall be binding and



conclusive. The value of investments in securities or obligations of the Employer

in which there is no market shall be determined in the sole judgment of the

Employer, and the Trustee shall have no responsibility with respect to the

valuation of such assets. The Employer shall review the Trustee’s accounting and

notify the Trustee in the event of its disapproval of the report within 90 days,

providing the Trustee with a written description of the items in question. The

Trustee shall have 60 days to provide the Employer with a written explanation of

the items in question; and

(d) employing such agents, attorneys or other professionals as the Trustee may deem

necessary or advisable in the performance of the Trustee’s duties.

The Trustee’s duties shall be limited to those described above. The Employer or the

Administrator shall be responsible for any other administrative duties required under the Plan or

by applicable law.

8.07 Investment Powers of the Trustee. The Trustee shall implement an investment

program based on the Employer’s investment objectives. If either the Employer or the Employee

fails to issue investment directions as provided in Article IX, the Trustee shall have authority to

invest the Trust assets in its sole discretion. In addition to powers given by law, the Trustee may:

(a) invest the Trust assets in any form of property, including common and preferred

stocks, exchange and trade put and call options, bonds, money market

instruments, mutual funds (including Trust assets for which the Trustee or an

affiliate serves as investment advisor), Treasury bills, deposits at reasonable rates

of interest at banking institutions, including but not limited to savings accounts

and certificates of deposit, and other forms of securities or investment of any

kind, class, or character whatsoever, or in any other property, real or personal,

having a ready market;

(b) invest and reinvest all or any part of the Trust assets in any insurance policies or

other contracts with insurance companies, including but not limited to individual

or group annuity, deposit administration, and guaranteed interest contracts. Such

contracts shall be held in the name of the Trustee;

(c) transfer any assets of the Trust to any group or common, collective or

commingled fund that is maintained by a bank or other institution that is

established to permit the pooling of separate trusts so long as such trust assets are

permitted investments for § 401(a) plans;

(d) hold cash uninvested and deposit same with any banking or savings institution at

reasonable interest;

(e) deposit fees earned from revenue sharing, 12(b)(1) fees, any investment gains and

any otherwise unallocated trust assets into an account to be invested in any

employer-directed investment option available under the Plan;



(f) join in or oppose the reorganization, recapitalization, consolidation, sale or

merger of corporations or properties, including those in which it is interested as a

Trustee, upon such terms as it deems wise;

(g) hold investments in nominee or bearer form;

(h) to vote or refrain from voting any stocks, bonds, or other securities held in the

Trust, to exercise any other right appurtenant to any securities or other property

held in the Trust, to vote or refrain from voting proxies;

(i) exercise all ownership rights with respect to assets held in the Trust; and

(j) do any and all other acts that may be deemed necessary in the performance of the

Trustee’s duties hereunder.

8.08 Trustee Fees and Expenses. All reasonable costs, charges and expenses incurred

by the Trustee in connection with the administration of the Trust assets (including fees for legal

services rendered to the Trustee) may be paid by the Employer, but if not paid by the Employer

when due, shall be paid from the Trust. Such reasonable compensation to an institutional

Trustee as may be agreed upon from time to time between the Employer and the Trustee may be

paid by the Employer, but if not paid by the Employer when due shall be paid by the Trust. The

Trustee shall have the right to liquidate Trust assets to cover its fees. Notwithstanding the

foregoing, no compensation other than reimbursement for expenses shall be paid to a Trustee

who is the Employer or a full-time Employee of the Employer. In the event any part of the Trust

assets become subject to tax, all taxes incurred shall be paid from the Trust unless the Plan

Administrator advises the Trustee not to pay such tax. If pursuant to 8.07(e) an account holding

uninvested trust assets is in existence at anytime during the Plan Year, all amounts in the account

shall be first used to offset any plan expenses and any amounts remaining shall be allocated to

Participant’s accounts no later than the end of the Plan Year.

8.09 Exclusive Benefit Rules. No part of the Trust assets shall be used for, or diverted

to, purposes other than for the exclusive benefit of Participants, former Participants with an

interest in the Plan, and the Beneficiary or Beneficiaries of a deceased Participant having an

interest in the Trust assets at the death of the Participant.

8.10 Trustee Actions. Every action taken by the Trustee shall be presumed to be a fair

and reasonable exercise of the authority vested in or the duties imposed upon it. The Trustee

shall be deemed to have exercised reasonable care, diligence and prudence and to have acted

impartially as to all persons interested, unless the contrary be proven by affirmative evidence.

The Trustee shall not be liable for amounts of Employer contributions or for other amounts

payable under the Plan.

8.11 Delegation. Subject to any applicable laws and any approvals required by the

Employer, the Trustee may delegate any or all powers and duties hereunder to another person,

persons, or entity, and may pay reasonable compensation for such services as an administrative

expense of the Plan, to the extent such compensation is not otherwise paid.



8.12 Division of Duties and Indemnification.

(a) The Trustee shall have the authority and discretion to manage the Trust assets to

the extent provided in this instrument, but the Trustee does not guarantee the

Trust in any manner against investment loss or depreciation in asset value or

guarantee the adequacy of the Trust assets to meet and discharge all or any

liabilities of the Plan.

(b) The Trustee shall not be liable for the making, retention or sale of any investment

or reinvestment made by it, as herein provided, or for any loss to, or diminution of

the Trust assets or for any other loss or damage which may result from the

discharge of its duties hereunder except to the extent it is judicially determined

that the Trustee has failed to exercise the care, skill, prudence and diligence under

the circumstances then prevailing that a prudent person acting in a like capacity

and familiar with such matters would use in the conduct of an enterprise of a like

character with like aims.

(c) The Employer warrants that all directions issued to the Trustee by it or the Plan

Administrator shall be in accordance with the terms of the Plan and not contrary

to the provisions of the Code.

(d) The Trustee shall not be answerable for any action taken pursuant to any

direction, consent, certificate, or other paper or document on the belief that the

same is genuine and signed by the proper person. All directions by the Employer

or the Plan Administrator shall be in writing from the authorized individual or

individuals named in the Adoption Agreement.

(e) The duties and obligations of the Trustee shall be limited to those expressly

imposed upon it by this instrument or subsequently agreed upon by the parties.

Responsibility for administrative duties required under the Plan or applicable law

not expressly imposed upon or agreed to by the Trustee shall rest solely with the

Employer.

(f) The Trustee shall be indemnified and held harmless by the Employer from and

against any and all liability to which the Trustee may be subjected, including all

expenses reasonably incurred in its defense, for any action or failure to act

resulting from compliance with the instructions of the Employer, the employees

or agents of the Employer, the Plan Administrator, or any other fiduciary to the

Plan, and for any liability arising from the actions or inactions of any predecessor

Trustee, custodian or other fiduciaries of the Plan, except to the extent liability is

the result of the Trustee’s gross negligence, willful misconduct or bad faith.

(g) The Trustee shall not be responsible in any way for the application of any

payments it is directed to make or for the adequacy of the Trust assets to meet and

discharge any and all liabilities under the Plan.



8.13 Purchase of Life Insurance. If life insurance contracts are purchased by the

Trustee on the life of any Participant, the following limitations shall be applicable:

(a) Ordinary Life - For purposes of these incidental insurance provisions, ordinary

life insurance contracts are contracts with both non-decreasing death benefits and

non-increasing premiums. If such contracts are purchased, less than one-half of

the aggregate Employer contributions allocated to any Participant will be used to

pay the premiums attributable to them.

(b) Term and Universal Life - No more than one-quarter of the aggregate Employer

contributions allocated to any Participant will be used to pay the premiums on

term life insurance contracts, universal life insurance contracts, and all other life

insurance contracts which are not ordinary life.

(c) Combination - The sum of one-half of the ordinary life insurance premiums and

all other life insurance premiums will not exceed one-quarter of the aggregate

Employer contributions allocated to any Participant.

As, when and if premium payments shall become due, the Trustee shall make

such payment to the insurer from any funds then held by it and available for that purpose. The

Trustee shall not be liable for non-payment of any premium unless funds sufficient for the

purpose are delivered to it by the Employer within five business days prior to the expiration of

the grace period for the payment of such premium or premiums. The insurance contracts on a

Participant’s life shall be converted to cash or an annuity or distributed to the Participant upon

commencement of benefits.

The Trustee shall apply for and will be the owner of any insurance contract

purchased under the terms of this Plan, and any contract will be endorsed as nontransferable.

The insurance contract(s) must provide that proceeds will be payable to the Trustee, however the

Trustee shall be required to pay over all proceeds of the contract(s) to the Participant’s

Beneficiary in accordance with the distribution provisions of the Plan. Under no circumstances

shall the Trust retain any part of the proceeds. In the event of any conflict between the terms of

this Plan and the terms of any insurance contract purchased hereunder, the Plan provisions shall

control. The insurer shall not be or be deemed to be a party to the Plan.

IX. INVESTMENTS

9.01 Investment Options. The Employer shall have the sole discretion to select one or

more investment options from which Participants may instruct the Trustee as to the investment of

their Account balances. These investment options may include specified life insurance policies,

annuity contracts or investment media issued by an insurance company. It shall be the sole

responsibility of the Employer to ensure that all investment options offered under the Plan are

appropriate and in compliance with any and all state laws pertaining to such investments.



9.02 Participant Investment Direction.

(a) If the Employer chooses to designate one or more investment options in which

Participants may direct investment of their Account, Participants shall have the

option to direct the investment of their Account from among the investment

options designated by the Employer. Such investment options shall be under the

full control of the Trustee. A Participant’s right to direct the investment of

Account balances shall apply only to making selections among the options made

available under the Plan and only to the extent specified by the Employer

pursuant to uniform rules.

(b) Each Participant shall designate in a manner authorized by the Administrator the

one or more investment options in which he or she wishes to have his Account

invested and may change such investment directions in accordance with and at the

time or times specified under uniform rules established by the Administrator. The

Participant’s Account shall be debited or credited as appropriate to reflect all

gains or losses on such investments.

(c) Neither the Employer, the Administrator, the Trustee nor any other person shall

be liable for any loss incurred by virtue of following the Participant’s directions

or by reason of any reasonable administrative delay in implementing such

directions.

(d) The Employer may from time to time change the investment options made

available under the Plan pursuant to uniform rules established by the

Administrator. If the Employer eliminates an investment option, all Participants

who had chosen that investment option shall select another option. If no new

option is selected by the Participant, money remaining in the eliminated

investment option shall be reinvested at the direction of the Employer. The

Participants shall have no right to require the Employer to select or retain any

investment option. Any change with respect to investment options made by the

Employer or a Participant, however, shall be subject to the terms and conditions

(including any rules or procedural requirements) of the affected investment

options.

9.03 Employer Investment Direction.

(a) To the extent the Employer chooses not to allow Participant direction of the

investment of his Account, the Employer may direct the Trustee with respect to

investments of the Plan assets, may appoint an investment manager to direct

investments or may give the Trustee sole investment management responsibility.

Any investment directive shall be made in writing by the Employer or investment

manager. Such instructions regarding the delegation of investment responsibility

shall remain in force until revoked or amended in writing. The Trustee shall not

be responsible for the propriety of any investment made at the direction of the

Employer or an investment manager and shall not be required to consult with or



advise the Employer regarding the investment quality of any directed investment

held hereunder.

(b) If the Employer fails to direct the investment of Plan assets or name an investment

manager, the Trustee shall have full investment authority, including the right to

automatically invest the available cash in an appropriate interim investment until

specific investment directions are received.

9.04 Participant Accounts. The Administrator shall maintain or cause to be maintained

one or more individual Accounts for each Participant. Such Accounts shall include, as

necessary, an Employer Contribution Account for Employer contributions, Mandatory

Contribution Account for mandatory contributions, After-tax Contribution Account for after-tax

contributions, Rollover Accounts for IRA rollovers, qualified plan rollovers, after-tax

contribution rollovers, Code § 457(b) plan rollovers, and Code § 403(b) plan rollovers; a

Transfer Account for transfer contributions and such other accounts as may be appropriate from

time to time for plan administration. At regular intervals established by the Administrator, each

Participant Account shall be credited with the amount of any Employer contributions paid into

the Plan; debited with any applicable administrative or investment expense, including, but not

limited to, fees charged to Participants allocated on a reasonable and consistent basis; credited or

debited with investment gain or loss, as appropriate; and debited with the amount of any

distribution. At least once a year each Participant shall be notified in writing of his total Account

balance.

X. DISTRIBUTIONS

10.01 Distributions from the Plan. The payment of benefits from the Plan in accordance

with the terms of the Plan may be made by the Trustee or by any Custodian or other person so

authorized by the Employer to make such distribution. Neither the Plan Administrator, the

Trustee or any other person shall be liable with respect to any distribution from the Plan made at

the direction of the Employer or a person authorized by the Employer to give disbursement

direction.

10.02 Conditions for Distributions.

(a) Employer Contribution, Mandatory Contribution and Transfer Contribution

Accounts. Payments from a Participant’s Employer Contribution Account,

Mandatory Contribution Account and Transfer Contribution Account to the

Participant or Beneficiary shall not be made earlier than the Participant’s

Severance from Employment, disability, attainment of Early Retirement Age,

Normal Retirement Age or death.

(b) Rollovers and After-tax Contribution Accounts. Payments from a Participant’s

Rollover Account or After-tax Contribution Account may be made at any time.



10.03 Times of Distribution.

(a) Subject to subsection (b), distributions to a Participant shall commence following

his attainment of Early Retirement Age, Normal Retirement Age, Disability,

death, or Severance from Employment on the regular distribution commencement

date (as the Employer or Administrator may establish from time to time) elected

by the Participant in a form and manner determined pursuant to Sections 10.05

and 10.06.

(b) Upon notice to Participants, and subject to Sections 10.07 and 10.09, the

Administrator may establish procedures under which a Participant whose total

Account balance is less than an amount specified by the Administrator (not in

excess of $5,000 or other applicable limitation under the Code, but disregarding

amounts in the Participant’s Rollover Account for years after 2001 or amounts in

the Participant’s deemed IRA) will receive a lump sum distribution as soon as

practicable following the Participant’s Severance from Employment,

notwithstanding any election made by the Participant pursuant to Section

10.03(a).

(c) Notwithstanding the foregoing, distribution to a Participant shall commence no

later than the Participant’s Required Beginning Date. For Plan Years ending

before January 1, 1998, or the date selected in the Adoption Agreement, a

Participant’s Required Beginning Date shall be the date selected in the Adoption

Agreement. For Plan Years beginning on or after January 1, 1998, or the date

selected in the Adoption Agreement, a Participant’s “Required Beginning Date”

is April 1 of the calendar year following the later of the calendar year in which

the Participant attains age 70 ½ or retires and severs service with the Employer.

10.04 Death Benefit Distributions. Upon receipt of satisfactory proof of the

Participant’s death, the Participant’s remaining Account Balance shall be paid under a method

satisfying the required minimum distribution rules of Code § 401(a)(9) and the Treasury

regulations thereunder. In the case of a Participant who dies while performing Qualified Military

Service under Code § 414(u), the Beneficiaries of the Participant shall, to the extent required by

Code § 401(a)(37), be entitled to any additional benefits (other than benefit accruals relating to

the period of Qualified Military Service) that would be provided under the Plan had the

Participant resumed and then terminated employment on account of death.

(a) Death of Participant Before Participant’s Required Beginning Date. If the

Participant dies before the required beginning date, the Participant’s entire interest

will be distributed, or begin to be distributed, no later than as follows:

(i) If the Participant's surviving spouse is the Participant’s sole designated

beneficiary, then, except as provided in Section 10.04(e) and unless the

surviving spouse elects the five-year rule, distributions to the surviving

spouse will begin by December 31st of the calendar year immediately

following the calendar year in which the Participant died, or by December



31st of the calendar year in which the Participant would have attained age

70½, if later.

A Beneficiary is deemed to elect the five-year rule if distributions do not

begin by the required beginning date provided in this Section.

(ii) If the Participant’s surviving spouse is not the Participant’s sole

designated beneficiary, then, unless the Beneficiary elects the five-year

rule, distributions to the designated beneficiary will begin by December

31st of the calendar year immediately following the calendar year in which

the Participant died.

A Beneficiary is deemed to elect the five-year rule if distributions do not

begin by the required beginning date provided in this Section.

(iii) If there is no designated beneficiary as of September 30th

of the year

following the year of the Participant’s death, the Participant’s entire

interest will be distributed by December 31st of the calendar year

containing the fifth anniversary of the Participant's death.

(iv) 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 10.04(a), other

than Section 10.04(a)(i), will apply as if the surviving spouse were the

Participant.

For purposes of this Section 10.04(a) and Section 10.04(e) unless Section

10.04(a)(iv) applies, distributions are considered to begin on the Participant's

required beginning date. If Section 10.04(a)(iv) applies, distributions are

considered to begin on the date distributions are required to begin to the surviving

spouse under Section 10.04(a)(i). If distributions under an annuity purchased

from an insurance company irrevocably commence to the Participant before the

Participant's required beginning date (or to the Participant’s surviving spouse

before the date distributions are required to begin to the surviving spouse under

Section 10.04(a)(i)), the date distributions are considered to begin is the date

distributions actually commence.

(b) Forms of Distribution. Unless the Participant’s interest is distributed in the form

of an annuity purchased from an insurance company or in a single sum on or

before the required beginning date, as of the first distribution calendar year

distributions will be made in accordance with Section 10.04. If the Participant's

interest is distributed in the form of an annuity purchased from an insurance

company, distributions thereunder will be made in accordance with the

requirements of Code § 401(a)(9) and the Treasury regulations.



(c) Amount of Required Minimum Distribution For Each Distribution Calendar Year

During the Participant’s Lifetime. During the Participant’s lifetime, the minimum

amount that will be distributed for each distribution calendar year is the lesser of:

(i) the quotient obtained by dividing the Participant's Account balance by the

distribution period in the Uniform Lifetime Table set forth in Treasury

Regulation § 1.401(a)(9)-9, using the Participant’s age as of the

Participant’s birthday in the distribution calendar year; or

(ii) if the Participant’s sole designated beneficiary for the distribution calendar

year is the Participant’s spouse, the quotient obtained by dividing the

Participant’s Account balance by the number in the Joint and Last

Survivor Table set forth in Treasury Regulation § 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 year.

(d) Lifetime Required Minimum Distributions Continue Through Year of

Participant’s Death. Required minimum distributions will be determined under

Sections 10.04(c) and (d) beginning with the first distribution calendar year and

up to and including the distribution calendar year that includes the Participant’s

date of death.

(e) Amount of Required Minimum Distribution Where Death Occurs On or After

Participant’s Required Beginning Date.

(i) Participant Survived by Designated Beneficiary. If the Participant dies on

or after the Participant’s required beginning date and there is a designated

beneficiary, the minimum amount that will be distributed for 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 life expectancy of the Participant or the remaining

life expectancy of the Participant’s designated beneficiary, determined as

follows:

(A) 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.

(B) 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 year of the spouse’s death, reduced by one

for each subsequent calendar year.

(C) 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 beneficiary in the

year following the year of the Participant’s death, reduced by one

for each subsequent year.

(ii) No Designated Beneficiary. If the Participant dies on or after the date

distributions begin and there is no designated beneficiary as of September

30th

of the year after the year of the Participant’s death, the minimum

amount that will be distributed for 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 life

expectancy calculated using the age of the Participant in the year of death,

reduced by one for each subsequent year.

(f) Amount of Required Minimum Distribution Where Death Occurs Before

Participant’s Required Beginning Date.

(i) Participant Survived by Designated Beneficiary. If the Participant dies

before the required beginning date and there is a designated beneficiary,

the minimum amount that will be distributed for 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, determined as

provided in Section 10.04(e).

(ii) No Designated Beneficiary. If the Participant dies before the required

beginning date and there is no designated beneficiary as of September 30th

of the year following the year of the Participant’s death, distribution of the

Participant's entire interest will be completed by December 31st of the

calendar year containing the fifth anniversary of the Participant's death.

(iii) Death of Surviving Spouse Before Distributions to Surviving Spouse Are

Required to Begin. If the Participant dies before the required beginning

date, the Participant’s surviving spouse is the Participant’s sole designated

beneficiary, and the surviving spouse dies before distributions are required

to begin to the surviving spouse under Section 10.04(a)(i), this Section

10.04(f)(iii) will apply as if the surviving spouse were the Participant.



(g) Designated Beneficiary. The individual who is designated as the Beneficiary

under the Plan and is the designated beneficiary under Code § 401(a)(9) and

Treasury Regulation § 1.401(a)(9)-1, Q&A-4.

(h) Distribution Calendar Year. A calendar year for which a minimum distribution is

required. For distributions beginning before the Participant’s death, the first

distribution calendar year is the calendar year immediately preceding the calendar

year which contains the Participant's required beginning date. For distributions

beginning after the Participant’s death, the first distribution calendar year is the

calendar year in which distributions are required to begin under Section 10.04(a).

The required minimum distribution for the Participant's first distribution calendar

year will be made on or before the Participant's required beginning date. The

required minimum distribution for other distribution calendar years, including the

required minimum distribution for the distribution calendar year in which the

Participant's required beginning date occurs, will be made on or before December

31st of that distribution calendar year.

(i) Life Expectancy. Life expectancy as computed by use of the Single Life Table in

Treasury Regulation § 1.401(a)(9)-9.

(j) Participant’s Account Balance. The Account balance as of the last valuation date

in the calendar year immediately preceding the distribution calendar year

(valuation calendar year) increased by the amount of any contributions made and

allocated or forfeitures allocated to the Account balance as of dates in the

valuation calendar year after the valuation date and decreased by distributions

made in the valuation calendar year after the valuation date. The Account balance

for the valuation calendar year includes any amounts rolled over or transferred to

the Plan either in the valuation calendar year or in the distribution calendar year if

distributed or transferred in the valuation calendar year.

(k) Required Beginning Date. The date specified under Code § 401(a)(9) when

distributions are required to begin, which, for a Participant, is the April 1st

following the year the Participant attains age 70 ½ or retires and severs service

with the Employer, whichever is later.

10.05 Payment Options. A payee’s election of a payment option must be made at least

30 days prior to the date that the payment of benefits is to commence. If a timely election of a

payment option is not made, benefits shall be paid in accordance with Section 10.06. Subject to

applicable law and the other provisions of this Plan, distributions may be made in accordance

with one of the following payment options if selected in the Adoption Agreement.

(a) A single lump-sum payment;



(b) Installment payments for a period of years (payable on a monthly, quarterly, semi-

annual, or annual basis), which extends no longer than the life expectancy of the

Participant or Beneficiary as permitted under Code § 401(a)(9) and proposed or

final Treasury regulations thereunder;

(c) Partial lump-sum payment of a designated amount, with the balance payable in

installment payments for a period of years, as described in subsection (b);

(d) Annuity payments (payable on a monthly, quarterly, or annual basis) for the

lifetime of the Participant or for the lifetimes of the Participant and Beneficiary;

(e) Such other forms of installment payments as may be approved by the Employer

consistent with the limitations of Code § 401(a)(9) and proposed or final Treasury

regulations thereunder; or

(f) A Participant who is an eligible retired public safety officer, as defined under

Code § 402(l)(4)(B), may elect to have distributions made directly to an insurer to

pay qualified health insurance premiums for coverage for the eligible retired

public safety officer, his/her spouse and dependents by an accident or health

insurance plan or qualified long-term care insurance contract as defined in Code §

7703B(b). Any elections and distributions made under this Section 10.05(f) shall

be made in a manner consistent with the requirements and limits contained in

Code § 402(l) and any applicable guidance issued thereunder.

10.06 Default Distribution Option. In the absence of an effective election by the

Participant, Beneficiary or other payee, as applicable, as to the commencement and/or form of

benefits, distributions shall be made in accordance with the applicable requirements of Code

§ 401(a)(9) and proposed or final Treasury regulations thereunder.

10.07 Limitations on Distribution Options. Notwithstanding any other provision of this

Article X, Plan distributions shall satisfy the requirements of this Section 10.07.

(a) No distribution option may be selected by a payee under this Article X unless it

satisfies the applicable requirements of Code § 401(a)(9) and proposed or final

Treasury regulations thereunder.

(b) For mandatory distributions, if any, made on or after the effective date of and

subject to the final Treasury regulations under Code § 401(a)(31), payment of an

Account balance that exceeds $1,000 but is less than $5,000 (or other applicable

limit under the final Treasury regulations) and for which the Participant has not

made an election either to receive in a lump sum or to roll over to a qualified

retirement plan shall, to the extent required by and in accordance with such

regulations, be rolled over to an account set up for the benefit of the Participant

with the IRA provider designated from time to time by the Employer or

Administrator.



(c) The terms of this Article shall be construed in accordance with all applicable

Code sections.

10.08 Taxation of Distributions. To the extent required by law, income and other taxes

shall be withheld from each benefit payment, and payments shall be reported to the appropriate

governmental agency or agencies.

10.09 Eligible Rollover Distributions.

(a) General. Notwithstanding any provision of the Plan to the contrary that would

otherwise limit a distributee’s election under this Section, a distributee may elect,

at the time and in the manner prescribed by the Employer, to have any portion of

an eligible rollover distribution paid directly to an eligible retirement plan

specified by the distributee in a direct rollover. A non-spousal Beneficiary may

elect, at the time and in the manner prescribed by the Plan Administrator, to have

any portion of an eligible rollover distribution paid in a direct rollover to an

inherited IRA, referred to in Code § 402(c)(11).

(b) Definitions. For purposes of this Section, the following definitions shall apply.

(i) Eligible Rollover Distribution. An eligible rollover distribution is any

distribution of all or any portion of the balance to the credit of the

distributee or to the non-spousal Beneficiary, except that an eligible

rollover distribution does not include: any distribution that is one of a

series of substantially equal periodic payments (not less frequent than

annually) made for the life (or life expectancy) of the distributee or the

joint lives (or joint life expectancies) of the distributee and the

distributee’s designated beneficiary, or for a specified period of 10 years

or more; any distribution to the extent such distribution is required under

Code § 401(a)(9); any distribution that is a deemed distribution under the

provisions of Code § 72(p); the portion of any distribution that is not

includable in gross income (except to the extent authorized by the Code);

and any hardship distribution (or, for years prior to 2002 and after 1998,

any hardship distribution described in Code § 401(k)(2)).

(ii) Eligible Retirement Plan. An eligible retirement plan is any plan

described in Code § 402(c)(8). An eligible retirement plan is described as

an individual retirement account described in Code § 408(a), an individual

retirement annuity described in Code § 408(b), a qualified trust described

in Code § 401(a) (including § 401(k)), an annuity plan described in Code

§ 403(a), a tax-sheltered annuity described in Code § 403(b), or an eligible

deferred compensation plan described in Code § 457(b) that accepts the

distributee’s eligible rollover distribution. Effective for distributions made

on/after January 1, 2008, an eligible retirement plan includes a Roth IRA

described in Code § 408A.



(iii) Distributee. A distributee includes an Employee or former Employee. In

addition, the Employee’s or former Employee’s surviving spouse and the

Employee’s or former Employee’s spouse or former spouse who is the

alternate payee under a Qualified Domestic Relations Order, as defined in

Code § 414(p), are distributees with regard to the interest of the spouse or

former spouse.

(iv) Direct Rollover. A direct rollover is a payment by the Plan to the eligible

retirement plan specified by the distributee or to the inherited IRA

specified by the non-spousal Beneficiary.

10.10 Elections. Elections under this Article shall be made in such form and manner as

the Plan Administrator may specify from time to time.

10.11 Practices and Procedures. The Employer may adopt practices and procedures

applicable to existing and new distribution elections.

10.12 Required Minimum Distribution Waiver of 2009. Notwithstanding any other

provisions of Article X. of the Plan, a Participant or Beneficiary who would have been required

to receive required minimum distributions for 2009 but for the enactment of section 401(a)(9)(H)

of the Code (“2009 RMDs”), and who would have satisfied that requirement by receiving

distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of

substantially equal distributions (that include the 2009 RMDs) made at least annually and

expected to last for the life (or life expectancy) of the Participant’s designated Beneficiary, or for

a period of at least 10 years (“Extended 2009 RMDs”), will receive those distributions for 2009

unless the Participant or Beneficiary chooses not to receive such distributions. Participants and

Beneficiaries described in the preceding sentence will be given the opportunity to elect to stop

receiving the distributions described in the preceding sentence. If the Participant or Beneficiary

has not elected to receive a 2009 RMD or Extended 2009 RMD then the Participant or

Beneficiary will not receive a 2009 or Extended 2009 RMD unless the Participant elects to

receive the distribution(s).

XI. CLAIMS PROCEDURES

11.01 Application for Benefits. All applications for benefits under the Plan shall be

submitted to and processed by the Administrator. Applications for benefits must be in writing on

forms acceptable to the Administrator. The Administrator reserves the right to require the

Participant to furnish proof of his or her age and the age of the Participant’s Beneficiary(s)

before processing any application. Each application shall be acted upon and approved or

disapproved by the Administrator within 90 days following receipt by the Administrator (or

within 180 days if special circumstances require and notice is given to the applicant before the

end of the 90-day period informing the applicant of the circumstances requiring the extension of

time and the date by which the Administrator expects to render a decision).

If any application for benefits is denied, in whole or in part, the Administrator

shall notify the applicant in writing of such denial and of the applicant’s right to a review of the

decision as set forth below and shall set forth, in a manner calculated to be understood by the



applicant, the specific reasons for such denial, the specific references to pertinent Plan provisions

on which the denial is based, a description of any additional material or information necessary

for the applicant to perfect the application, an explanation of why such material or information is

necessary, and an explanation of the Plan’s review procedure and the time limits applicable to

such procedures.

11.02 Review. Any person whose application for benefits is denied in whole or in part

may appeal to the Administrator for review of the decision by submitting, within 60 days after

receiving notice of the denial of the claim, a written statement to the Administrator that:

(a) requests a review of the application for benefits;

(b) sets forth all of the grounds upon which the request for review is based and any

facts in support of such request; and

(c) sets forth any issues or comments that the applicant deems pertinent to the

application.

In addition, an applicant may submit written comments, documents, records, and

other information in support of the appeal, and the applicant shall be provided, free of charge,

reasonable access to and copies of all documents, records and other information relevant to the

applicant’s claim for benefits.

The Administrator shall review appeals of denials of applications for benefits

submitted to it. The Administrator shall act upon each appeal within 60 days after receipt of the

applicant’s request for review by the Administrator. The Administrator shall make a full and fair

review of each application and any written material submitted by the applicant in connection

with such review, without regard to whether such information was submitted or considered in the

initial benefit determination. If the Administrator determines that special circumstances require

an extension of time for processing an appeal, it may extend the initial period, in which case

written notice of the extension shall be furnished to the applicant before the end of the initial

period indicating the special circumstances requiring an extension and the date by which the

Administrator expects to render a determination on review. In no event shall such extension

exceed a period of 60 days from the end of the initial period. Based on this review, the

Administrator shall make an independent determination of the applicant’s eligibility for benefits

under the Plan.

In the case of a denial of any appeal, the Administrator shall notify the applicant

in writing of such determination and shall set forth, in a manner calculated to be understood by

the applicant, the specific reasons for the adverse determination, references to the specific Plan

provisions on which the determination is based, a statement that the applicant is entitled to

receive, upon request and free of charge, reasonable access to and copies of all documents,

records and other information relevant to the applicant’s claim for benefits.

The decision of the Administrator on any application for benefits shall be final

and conclusive upon all persons.



XII. LEAVE OF ABSENCE

12.01 Paid Leave of Absence. If a Participant is on an approved leave of absence from

the Employer with Compensation, or on approved leave of absence without Compensation, said

Participant’s participation in the Plan may continue.

12.02 Unpaid Leave of Absence. If a Participant is on an approved leave of absence

without Compensation and such leave of absence continues to such an extent that the

Participant’s employment with the Employer terminates, a Severance from Employment shall

occur for purposes of this Plan.

XIII. PARTICIPANT LOANS

13.01 Authorization of Loans. If so specified in the Adoption Agreement, the

Administrator may direct the Trustee to make loans to Participants. Such loans shall be made on

the application of the Participant in a form approved by the Administrator and under such terms

and conditions as are set forth in this Article, provided, however, that the Administrator may

adopt regulations, rules or procedures specifying different loan terms and conditions if necessary

or desirable to comply with or conform to such Treasury Regulations, other guidance or other

applicable law.

13.02 Maximum Loan Amount. In no event shall any loan made to a Participant be in

an amount which shall cause the outstanding aggregate balance of all loans made to such

Participant under this Plan exceed the lesser of:

(a) $50,000, reduced by the excess (if any) of: (i) the highest outstanding balance of

loans from the Plan to the Participant during the one-year period ending on the

day before the date on which the loan is made; over (ii) the outstanding balance of

loans from the Plan to the Participant or the Beneficiary on the date on which the

loan is made; or

(b) One-half of the Participant’s total Account balance.

13.03 Repayment of Loan. Each loan shall mature and be payable, in full and with

interest, within five years from the date such loan is made, unless

(a) The loan is used to acquire any dwelling unit that within a reasonable time

(determined at the time the loan is made) will be used as the principal residence of

the Participant; or

(b) Loan repayments are, at the Employer’s election, suspended as permitted by Code

§ 414(u)(4) (with respect to Qualified Military Service).

13.04 Loan Terms and Conditions. In addition to such rules and regulations as the

Administrator may adopt, which rules are hereby incorporated into this Plan by reference, all

loans to Participants shall comply with the following terms and conditions:



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

(b) Loans shall bear interest at a reasonable rate to be fixed by the Administrator

based on interest rates currently being charged by commercial lenders for similar

loans. The Administrator shall not discriminate among Participants in the matter

of interest rates, but loans granted at different times may bear different interest

rates based on prevailing rates at the time.

(c) Each loan shall be made against collateral, including the assignment of no more

than one-half of the present value of the Participant’s total Account balance as

security for the aggregate amount of all loans made to such Participant, supported

by the Participant’s collateral promissory note for the amount of the loan,

including interest.

(d) In all events, payments of principal and interest must be made at least quarterly

and such payments shall be sufficient to amortize the principal and interest

payable pursuant to the loan on a substantially level basis.

(e) A loan to a Participant or Beneficiary shall be considered a directed investment

option for such Participant’s Account balance.

(f) No distribution shall be made to any Participant, or to a Beneficiary of any such

Participant, unless and until all unpaid loans, including accrued interest thereon,

have been satisfied. If a Participant terminates employment with the Employer

for any reason, the outstanding balance of all loans made to him shall become

fully payable and, if not paid within 30 days, any unpaid balance shall be

deducted from any benefit payable to the Participant or his Beneficiary. In the

event of default in repayment of a loan or the bankruptcy of a Participant who has

received a loan, the note will become immediately due and payable, foreclosure

on the note and attachment of the security will occur, the amount of the

outstanding balance of the loan will be treated as a distribution to the Participant,

and the defaulting Participant’s Account balance shall be reduced by the amount

of the outstanding balance of the loan (or so much thereof as may be treated as a

distribution without violating the requirements of the Code).

(g) The loan program under the Plan shall be administered by the Administrator in a

uniform and nondiscriminatory manner. The Administrator shall establish

procedures for loans, including procedures for applying for loans, guidelines

governing the basis on which loans shall be approved, procedures for determining

the appropriate interest rate, the types of collateral which shall be accepted as

security, any limitations on the types and amount of loans offered, loan fees and

the events which shall constitute default and actions to be taken to collect loans in

default.



XIV. AMENDMENT OR TERMINATION OF PLAN

14.01 Termination. The Employer may at any time terminate this Plan; provided,

however, that no termination shall affect the amount of benefits which at time of such

termination shall have accrued for Participant or Beneficiaries. Such amount shall be calculated

in accordance with Section 9.04 and the terms and conditions of the affected investment option.

In the event of the termination or partial termination of the Plan, or the complete discontinuance

of contributions under the Plan, the Account balance of each affected Participant shall be

nonforfeitable.

14.02 Amendment. The Employer may also amend the provisions of this Plan at any

time; provided, however, that no amendment shall affect the amount of benefits which at the

time of such amendment shall have accrued for Participants or Beneficiaries, calculated in

accordance with Section 9.04 and the terms and conditions of the investment options hereunder;

and provided further, that no amendment shall affect the duties and responsibilities of the Trustee

unless executed by the Trustee.

To the extent permitted by applicable law, the Employer delegates to the

Administrator the authority to adopt rules, regulations or procedures from time to time as may be

necessary or desirable to conform Plan provisions to, or to elaborate Plan provisions in light of,

technical amendments to the Code, Treasury regulations or other guidance issued under the

Code, and such rules, regulations or procedures are hereby ratified by the Employer as having

the force and effect of Plan amendments.

14.03 Exclusive Benefit. Except as provided in Section 5.04, the corpus or income of

the Trust and Plan may not be diverted to or used for other than the exclusive benefit of

Participants and Beneficiaries.

14.04 Copies of Amendments. The Administrator shall provide a copy of any Plan

amendment to any Trustee or custodian and to the issuers of any investment options selected

pursuant to Section 9.01.

XV. NON-ASSIGNABILITY

15.01 Non-Assignability. It is agreed that neither the Participant, nor any Beneficiary,

nor any other designee shall have any right to commute, sell, assign, transfer, or otherwise

convey the right to receive any payments hereunder, which payments and right thereto are

expressly declared to be non-assignable and non-transferable; and in the event of attempt to

assign or transfer, the Employer shall have no further liability hereunder nor shall any unpaid

amounts be subject to attachment, garnishment or execution or be transferable by operation of

law in event of bankruptcy or insolvency, except to the extent otherwise required by law.

15.02 Qualified Domestic Relations Orders. If so specified in the Adoption Agreement,

domestic relations orders approved by the Plan Administrator shall be administered as follows.



(a) To the extent required under a final judgment, decree, or order meeting the

requirements of Code § 414(p), herein referred to as a Qualified Domestic

Relations Order (“QDRO”), which is duly filed the Employer or the Trustee, any

portion of a Participant’s Account may be paid or set aside for payment to a

spouse, former spouse or child of the Participant. Where necessary to carry out

the terms of such a QDRO, a separate Account shall be established with respect to

the spouse, former spouse or child, and such person shall be entitled to make

investment selections with respect thereto in the same manner as the Participant.

All costs and charges incurred in carrying out the investment selection shall be

deducted from the Account created for the spouse, former spouse or child making

the investment selection.

(b) Any amounts so set aside for a spouse, former spouse or a child shall be paid out

in a lump sum at the earliest date that benefits may be paid to the Participant,

unless the QDRO directs a different form of payment or different payment date,

including an immediate payment date. Withholding and income tax reporting

shall be done with respect to the alternate payee under the terms of the Code as

amended from time to time.

(c) The Employer’s liability to pay benefits to a Participant shall be reduced to the

extent that amounts have been paid or set aside for payment to a spouse, former

spouse or child pursuant to this Section. No amount shall be paid or set aside

unless the Employer, or its agents or assigns, has been provided with satisfactory

evidence releasing them from any further claim by the Participant with respect to

these amounts. The Participant shall be deemed to have released the Employer

from any claim with respect to such amounts in any case in which the Employer

has been notified of or otherwise joined in a proceeding relating to a QDRO

which sets aside a portion of the Participant’s Account for a spouse, former

spouse or child and the Participant fails to obtain an order of the court in the

proceeding relieving the Employer from the obligation to comply with the QDRO.

(d) The Employer shall not be obligated to comply with any judgment, decree or

order which attempts to require the Plan to violate any Plan provision or any

provision of Code § 401(a). Neither the Employer nor its agents or assigns shall

be obligated to defend against or set aside any judgment, decree, or order

described herein or any legal order relating to the division of a Participant’s

benefits under the Plan unless the full expense of such legal action is borne by the

Participant. In the event that the Participant’s action (or inaction) nonetheless

causes the Employer, its agents or assigns to incur such expense, the amount of

the expense may be charged against the Participant’s Account and thereby reduce

Employer’s obligation to pay benefits to the Participant. In the course of any

proceeding relating to divorce, separation or child support, the Employer, its

agents and assigns shall be authorized to disclose information relating to

Participant’s individual account to the Participant’s spouse, former spouse, child



(including the legal representatives of the spouse, former spouse or child) or to a

court.

XVI. DISCLAIMER

The Employer and the Administrator make no endorsement, guarantee or any

other representation and shall not be liable to the Plan or to any Participant, Beneficiary, or any

other person with respect to (a) the financial soundness, investment performance, fitness or

suitability (for meeting a Participant’s objectives, future obligations under the Plan or any other

purpose) of any investment option offered pursuant to Section 9.01 or any investment vehicle in

which contributions under the Plan are actually invested or (b) the tax consequences of the Plan

to any Participant, Beneficiary or any other person.

XVII. INTERPRETATION

17.01 Governing Law. This Plan shall be construed under the laws of the state

in which the Employer’s headquarters is located.

17.02 § 401(a). This Plan is intended to be a qualified plan within the meaning

of Code § 401(a), and shall be interpreted so as to be consistent with the applicable requirements

of such Section and the regulations promulgated thereunder.

17.03 Word Usage. Words used herein in the singular shall include the plural

and the plural the singular where applicable, and one gender shall include the other genders

where appropriate.

17.04 Headings. The headings of articles, sections or other subdivisions hereof

are included solely for convenience of reference, and if there is any conflict between such

headings and the text of the Plan, the text shall control.

17.05 Entire Agreement. This Plan, the executed Adoption Agreement and any

properly adopted amendment thereof, shall constitute the total agreement or contract between the

Employer and the Participant regarding the Plan. No oral statement regarding the Plan may be

relied upon by the Participant. This Plan and any properly adopted amendment shall be binding

on the parties hereto and their respective heirs, administrators, trustees, successors and assigns

and on all designated Beneficiaries of the Participant.

THE GWINNETT COUNTY

DEFINED BENEFIT PLAN

As Amended and Restated Effective January 1, 2013

GWINNETT COUNTY DEFINED BENEFIT PLAN

Gwinnett County (“County”) previously participated in the Association County

Commissioners of Georgia Benefit Plan and the Association County Commissioner of Georgia

Defined Benefit Plan Master Trust Agreement sponsored by the Association County

Commissioners of Georgia. Having determined that it is in the best interests of the participants

and beneficiaries, the County hereby establishes the Gwinnett County Defined Benefit Plan

(“Plan”) for the benefit of its employees and other eligible individuals as provided herein. Assets

held in the Association County Commissioner of Georgia Defined Benefit Plan Master Trust for

the benefit of Gwinnett County Employees shall be transferred to the Plan, and in no event will a

Participant‟s Account after the transfer of assets be less than his account prior to the transfer of

assets. No employees whose initial hire date with Gwinnett County is on or after January 1, 2007

may become eligible to participate in the Plan. Employees terminating employment on or after

January 1, 2007 may not return to the Plan.

The Plan is intended to conform to state and federal provisions applicable to government

qualified plans and to qualify under the provisions of the Internal Revenue Code of 1986, as

amended. This amendment and restatement is intended to incorporate all prior Plan amendments

and should be construed as a continuation of the Plan as previously in effect.

i

TABLE OF CONTENTS

ARTICLE I: DEFINITIONS ...........................................................................................................1

1.01 ACCG Plan ..............................................................................................................1 1.02 Accrued Benefit .......................................................................................................1

1.03 Accumulated Employee Contributions ....................................................................1 1.04 Actuarial Equivalence or Actuarial Equivalent .......................................................1 1.05 Actuary .....................................................................................................................1 1.06 Annuity Starting Date ..............................................................................................2 1.07 Average Monthly Compensation .............................................................................2

1.08 Beneficiary ...............................................................................................................2 1.09 Benefit Commencement Date ..................................................................................2 1.10 Benefit Payment Date ..............................................................................................3

1.11 Break in Service .......................................................................................................3 1.12 Code .........................................................................................................................3 1.13 Compensation ..........................................................................................................3

1.14 County ......................................................................................................................4 1.15 Credited Service .......................................................................................................4

1.16 Defined Contribution Plan .....................................................................................45 1.17 Disability or Disabled ..............................................................................................5 1.18 Disability Pension ....................................................................................................5

1.19 Early Retirement Pension ........................................................................................5 1.20 Early Retirement Date..............................................................................................5

1.21 Effective Date ..........................................................................................................5 1.22 Elapsed Time Method ............................................................................................56 1.23 Eligibility Service ....................................................................................................6

1.24 Employee .................................................................................................................6

1.25 Employer ..................................................................................................................7 1.26 Employment Commencement Date .......................................................................78 1.27 Full-time Employee ...............................................................................................78

1.28 Hour of Service ........................................................................................................8 1.29 Inactive Participant ..................................................................................................9

1.30 Late Retirement Date ...............................................................................................9 1.31 Leave of Absence .....................................................................................................9

1.32 Limitation Year ......................................................................................................10 1.33 Maternity or Paternity Leave .................................................................................10 1.34 Non-forfeitable .......................................................................................................10 1.35 Nontransferable Annuity ........................................................................................10 1.36 Normal Retirement Date ........................................................................................10

1.37 Normal Retirement Pension ...............................................................................1011 1.38 Participant ..............................................................................................................11

1.39 Participation Commencement Date .......................................................................11 1.40 Participant Contribution Account ..........................................................................11 1.41 Period of Service ....................................................................................................11 1.42 Period of Severance ...........................................................................................1112 1.43 Plan ........................................................................................................................12 1.44 Plan Administrator .................................................................................................12

ii

1.45 Plan Entry Date ......................................................................................................12

1.46 Plan Sponsor ..........................................................................................................12 1.47 Plan Year ................................................................................................................12 1.48 Reduced Early Retirement Pension .......................................................................12

1.49 Reemployment Commencement Date ...................................................................12 1.50 Retire or Retirement ...............................................................................................12 1.51 Schedule A .........................................................................................................1213 1.52 Schedule B .............................................................................................................13 1.53 Schedule C .............................................................................................................13

1.54 Service....................................................................................................................13 1.55 Severance from Service Date .................................................................................13 1.56 Spouse or Surviving Spouse ..................................................................................13 1.57 Termination of Employment ..................................................................................13

1.58 Transition Period ....................................................................................................14 1.59 Transition Rule Employees ....................................................................................14

1.60 Trust .......................................................................................................................14 1.61 Trust Fund ..............................................................................................................14

1.62 Trustee....................................................................................................................14 1.63 Unreduced Early Retirement Pension ....................................................................14 1.64 USERRA ................................................................................................................14

1.65 Vesting Service ......................................................................................................15

ARTICLE II: EMPLOYEE PARTICIPATION ............................................................................16

2.01 Participation Eligibility ..........................................................................................16 2.02 Participation Upon Reemployment ........................................................................16 2.03 Eligibility for Plans on and after November 1, 2004 .............................................17

2.04 Transition Rules .....................................................................................................18

ARTICLE III: COUNTY CONTRIBUTIONS ..............................................................................20

3.01 Amount ..................................................................................................................20 3.02 Determination of Contribution ...............................................................................20

ARTICLE IV: PARTICIPANT CONTRIBUTIONS ....................................................................21

4.01 County Pick-Up Contributions ..............................................................................21 4.02 Earnings on Accumulated Employee Contributions ..............................................21 4.03 Refund of Participant Contribution Account .........................................................21

4.04 Repayment of Participant Contribution Account ...................................................22 4.05 USERRA Contributions .........................................................................................23

ARTICLE V: NORMAL AND LATE RETIREMENT PENSION ..............................................24

5.01 Normal or Late Retirement Pension ......................................................................24 5.02 Amount of Normal or Late Retirement Pension ....................................................24 5.03 Computation and Payment of Normal or Late Retirement Pension ......................24 5.04 Late Retirement ......................................................................................................25

5.05 Vesting Schedule ...................................................................................................25

iii

ARTICLE VI: EARLY RETIREMENT PENSION ......................................................................27

6.01 Eligibility for Early Retirement Pension................................................................27 6.02 Amount of Early Retirement Pension ....................................................................27 6.03 Computation and Payment of Early Retirement Pension ......................................27


Requirements .........................................................................................................28

ARTICLE VII: DISABILITY PENSION ......................................................................................29

7.01 Offering of Disability Pension ...............................................................................29 7.02 Amount of Disability Pension ................................................................................29

7.03 Computation and Payment of Disability Pension ..................................................29 7.04 Recovery from Disability .......................................................................................30 7.05 Continuing Evidence of Total Disability ...............................................................30

7.06 Ceasing Eligibility for Social Security Disability ..................................................30

ARTICLE VIII: DEATH BENEFITS ...........................................................................................31

8.01 Pre-Retirement Death Benefit ................................................................................31

8.02 Post Retirement Death Benefit...............................................................................31 8.03 Disability Death Benefit ........................................................................................31

8.04 Deferred Vested Pension Death Benefit ................................................................31 8.05 Incidental Death Benefit ........................................................................................32 8.06 Death Benefits Under USERRA ............................................................................32

ARTICLE IX: PAYMENT OF ACCRUED BENEFIT - OPTIONAL FORMS OF PAYMENT 33

9.01 Normal Form of Benefit.........................................................................................33

9.02 Optional Forms of Benefit .....................................................................................33

9.03 Cost of Living Adjustment.....................................................................................34

9.04 Commencement of Benefits/Payment Schedules ..................................................34 9.05 Continued Employment After Normal Retirement ................................................37

9.06 Repayment of Lump Sum Pension ........................................................................37 9.07 Reemployment of Retired Participant ....................................................................38 9.08 Rollovers ................................................................................................................38


SERVICE ...............................................................................................................41

10.01 No Disregard of Service.........................................................................................41 10.02 Service Upon Reemployment ................................................................................41

10.03 Transferred Service Credit from Certain Other Prior Employers ..........................41

10.04 Credited Service Under USERRA for Contributory Plans ....................................42


BENEFITS .............................................................................................................43

11.01 General ...................................................................................................................43 11.02 Suspension of Benefits ...........................................................................................43 11.03 Merger of Plan .......................................................................................................43 11.04 Trustee-to-Trustee Transfer ...................................................................................43 11.05 Forfeiture of Benefits .............................................................................................44

iv

11.06 Payments to Minors or Legally Incompetent Persons ...........................................44

11.07 Unclaimed Payments .............................................................................................44 11.08 Assignment or Alienation ......................................................................................44 11.09 No Decrease in Benefits by Change in Social Security .........................................44

11.10 Limitation on Benefit .............................................................................................45

ARTICLE XII: COUNTY ADMINISTRATIVE PROVISIONS..................................................50

12.01 Information to Plan Administrator .........................................................................50 12.02 Indemnity of Trustees ............................................................................................50 12.03 Amendment to Vesting Schedule...........................................................................50

ARTICLE XIII: PARTICIPANT ADMINISTRATIVE PROVISIONS .......................................51

13.01 Beneficiary Destination .........................................................................................51 13.02 No Beneficiary Designation ...................................................................................51

13.03 Personal Data to Plan Administrator......................................................................51 13.04 Address for Notification ........................................................................................52 13.05 Notice of Change in Terms ....................................................................................52

13.06 Litigation Against the Trust ...................................................................................52 13.07 Information Available ............................................................................................52

13.08 Appeal Procedure for Denial of Benefits ...............................................................53

ARTICLE XIV: CONTRIBUTIONS AND ADMINISTRATION OF FUNDS ...........................54

14.01 Use of Trust Fund ..................................................................................................54

14.02 Use of Group Annuity Contracts ...........................................................................54 14.03 Amount of County Contributions ..........................................................................54

14.04 Use of Forfeitures ..................................................................................................54

14.05 Contingent Nature of County Contributions ..........................................................54

14.06 Form of County Contribution ................................................................................54 14.07 Exclusive Benefit ...................................................................................................54

14.08 Condition for Refund of Contributions ..................................................................55 14.09 Evidence .................................................................................................................55 14.10 No Responsibility for County Action ....................................................................55

14.11 Waiver of Notice ....................................................................................................55 14.12 Successors ..............................................................................................................55 14.13 Word Usage ...........................................................................................................55 14.14 State Law ...............................................................................................................55

14.15 Employment Not Guaranteed ................................................................................55

ARTICLE XV: AMENDMENT AND TERMINATION .............................................................57

15.01 Amendment by the County ....................................................................................57 15.02 Limitations on Amendments ..................................................................................57 15.03 Termination or Freeze by the County ....................................................................57 15.04 Effect of Termination .............................................................................................57 15.05 Distribution Upon Termination of Trust ................................................................57

15.06 Over-funding ..........................................................................................................58 15.07 Notice Requirements ..............................................................................................58 15.08 Full Vesting on Termination ..................................................................................58

v

ARTICLE XVI: QUALIFIED GOVERNMENTAL EXCESS BENEFIT ARRANGEMENT ....59

16.01 Section 415(m) Arrangement .................................................................................59 16.02 Benefits ..................................................................................................................59 16.03 Payments to Participants ........................................................................................59

16.04 Benefits Upon Reemployment ...............................................................................59 16.05 Limitation on Benefits ...........................................................................................59 16.06 Errors and Omissions .............................................................................................60 16.07 Taxes ......................................................................................................................60 16.08 Source of Funds .....................................................................................................60

16.09 Trust .......................................................................................................................60

1

ARTICLE I: DEFINITIONS

1.01 ACCG Plan

“ACCG Plan” shall mean the pension plan adopted by the County effective January 1,

1971 that was sponsored by the Association County Commissioners of Georgia. The

County terminated its participation in the ACCG Plan effective December 31, 2006.

1.02 Accrued Benefit

“Accrued Benefit” means, subject to Plan termination provisions in Article XVI, a

Participant‟s Normal Retirement Pension under Section 5.02, as determined by the County.

The Accrued Benefit shall include the value of the Participant Contribution Account, if

any.

1.03 Accumulated Employee Contributions

“Accumulated Employee Contributions” means Participant contributions made pursuant to

Article IV.

1.04 Actuarial Equivalence or Actuarial Equivalent

“Actuarial Equivalence” or “Actuarial Equivalent” means a benefit of equivalent value to a

straight life annuity for the life of the Participant, whether in the form of an annuity, a lump

sum or otherwise, based on the 1983 Group Annuity Mortality Table using a blend of fifty

percent (50%) male and fifty percent (50%) female rates and an interest rate of seven

percent (7.0%). Notwithstanding the foregoing, for purposes of determining the Actuarial

Equivalent for a plan to plan transfer elected by a Participant from the Plan to the County‟s

Defined Contribution Plan and for the purchase of up to five years of additional Credited

Service, the Plan will use an interest rate of eight percent (8.0%). For Limitation Years

beginning prior to January 1, 2008, notwithstanding any other Plan provisions to the

contrary, the applicable mortality table used for purposes of adjusting any benefit or

limitation under Code Section 415(b)(2)(B), (C), or (D), to the extent applicable to

governmental plans, and Section 11.10 of the Plan is the table prescribed in Revenue

Ruling 2001-62 and any subsequent guidance thereto. For Limitation Years beginning on

or after January 1, 2008, the applicable mortality table used for purposes of adjusting any

benefit or limitation under Code Section 415(b)(2)(B), (C), or (D), to the extent applicable

to governmental plans, and Section 11.10 of the Plan is the table prescribed in Section

1.417(e)-1(d)(2) of the Treasury Regulations and any subsequent guidance thereto.

1.05 Actuary

“Actuary” means an enrolled actuary selected by the Trustees to provide actuarial services

for the Plan.

2

1.06 Annuity Starting Date

“Annuity Starting Date” means the first day of the first period for which an amount is paid

as an annuity or any other form of benefit; provided, however, such date shall be a date

falling within sixty (60) days after a Participant has met all the requirements of a Normal or

Late Retirement Pension, Early Retirement Pension, or a Disability Pension.

1.07 Average Monthly Compensation

“Average Monthly Compensation” means the arithmetic average of monthly

Compensation, which results in the highest such average, paid to a Participant by the

Employer for the sixty (60) consecutive calendar months, ignoring any Breaks in Service,

out of the Participant‟s last 120 calendar months of monthly Compensation, including the

calendar month in which the Participant receives his final paycheck in connection with his

Termination of Employment.

If a Participant has a Leave of Absence under the provisions of the Family and Medical

Leave Act (“FMLA”), the months prior to such Leave of Absence and the months after

such Leave of Absence shall be considered consecutive for purposes of this Section.

If the Participant has a Leave of Absence under the provisions of the Uniformed Services

Employment and Reemployment Rights Act of 1994, as such Act may be amended from

time to time (“USERRA”), the months prior to and after such Leave of Absence shall be

considered consecutive for purposes of this Section, unless the Participant makes up the

Employer Pick-up Contributions that would have been due during this time in accordance

with Section 4.05. If such contributions are made up, for purposes of this Section, the

Participant shall be treated as receiving Compensation equal to the Compensation the

Participant would have received during such period if the Participant were not in qualified

military service, determined based on the rate of pay the Participant would have received

but for the Leave of Absence; provided, however if the Compensation the Participant

would have received during such period is not reasonably certain, Compensation for this

purpose shall equal the Participant‟s average Compensation during the 12 months

immediately preceding the qualified military service (or, if shorter, the period of

employment immediately preceding the qualified military service).

1.08 Beneficiary

“Beneficiary” means a person designated by a Participant who is or may become entitled to

a benefit under the Plan. Participants shall designate their Beneficiaries in accordance with

Section 14.0113.01 of the Plan. A Beneficiary who becomes entitled to a benefit under the

Plan shall remain a Beneficiary under the Plan until the Trustee has fully distributed his

benefit to him, at which time he will cease to be a Beneficiary.

1.09 Benefit Commencement Date

“Benefit Commencement Date” means, with respect to a Participant, joint annuitant, or

Beneficiary, the date as of which benefit amounts are determined as specified in Section

9.04 of the Plan.

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1.10 Benefit Payment Date

“Benefit Payment Date” means, with respect to a Participant, joint annuitant, or

Beneficiary, the date elected on a form submitted to the Plan Administrator on which

benefit payments shall commence. Except as provided in Section 9.04 of the Plan or in the

case of an involuntary lump sum payment under Section 5.03(c) or 6.03(c), a Participant

shall elect his Benefit Payment Date on a form provided by the Plan Administrator.

1.11 Break in Service

(a) “Break in Service” means, with respect to an Employee who terminated prior to

January 1, 2007, a Period of Severance of twelve (12) consecutive months.

(b) For a Leave of Absence, including Military Leave under USERRA, and FMLA

Leave under the Family and Medical Leave Act of 1993, a Break in Service shall

not be deemed to have occurred if the Employee returns to Service of the County

following the Leave of Absence within the time required by federal or state law.

(c) For purposes of determining when a Break in Service begins for a Participant on

Maternity or Paternity Leave, the Severance from Service Date of an Employee

who is absent from employment beyond the first anniversary of his first date of

absence is the second anniversary of the first date of absence. The period between

the first and second anniversaries is not a Period of Service. The period between

the first and second anniversaries is not a Period of Severance unless the Participant

fails to return from Leave. No Service shall be credited due to Maternity or

Paternity Leave as described in this Section unless the Employee furnishes proof

satisfactory to the County that the need for leave was due to Maternity or Paternity

Leave.

(d) The County shall prescribe procedures to make uniform and nondiscriminatory

determinations required by this Section.

1.12 Code

“Code” means the Internal Revenue Code of 1986, as amended.

1.13 Compensation

“Compensation” means the total amount of all payments, direct or indirect, made by the

County to an Employee for services rendered to the County, for a calendar year which ends

within a Plan Year, as defined in Code Section 3401(a) for purposes of tax withholding at

the source (as reported to the Employee on Form W-2 for such year), excluding pay for

overtime, overtime premium, scheduled overtime, and scheduled overtime premium.

Compensation shall include before-tax or salary deferral contributions made to this Plan or

any other plan of the County, under a Code Section 132(f)(4) qualified transportation plan

or under Code Sections 125, 402(g)(3), 457 or 414(h), on behalf of a Participant for such

Plan Year.

4

Notwithstanding the foregoing, in no event shall the Compensation of a Participant taken

into account under the Plan for any Plan Year exceed (i) $200,000 for Plan Years

beginning on or after January 1, 1989, (ii) $150,000 for Plan Years on or after the later of

(a) January 1, 1996 or (b) the 90th day after the opening of the first legislative session that

begins on or after January 1, 1996, or (iii) for Plan Years beginning on or after January 1,

2002, the limitations of Code Section 401(a)(17) in effect as of the beginning of the Plan

Year (i.e., $255,000 for 2013). The limitations set forth in the preceding sentence shall be

subject to adjustment annually as provided in Code Section 401(a)(17)(B) and Code

Section 415(d); provided, however, that the dollar increase in effect on January 1 of any

calendar year, if any, is effective for the Plan Year. The monthly limitation on

Compensation for any Participant shall be determined in accordance with Code Section

401(a)(17) and the applicable regulations thereunder. However, the Code Section

401(a)(17) limits in this Section 1.13 shall not apply to Transition Rule Employees to the

extent the application of the limitation would reduce the amount of Compensation that is

allowed to be taken into account under the Plan below the amount that was allowed to be

taken into account under the Plan as in effect on July 1, 1993, as adjusted from time to time.

Compensation shall not include, with respect to a State Court Judge or, a Juvenile Court

Judge, the Solicitor-General, a Superior Court Judge, or the District Attorney, that portion

of his salary as defined in O.C.G.A. § 47-23-100 which is used for purposes of mandatory

participation in a State or federal retirement pension plan pursuant to O.C.G.A. §

47-23-101.

1.14 County

“County” means Gwinnett County.

1.15 Credited Service

“Credited Service” means the measurement of a Participant‟s Service as an Employee after

the Original Effective Date of the Plan that is used to determine the Participant‟s Accrued

Benefit. Credited Service shall include only full-time service and shall be determined by

the Elapsed Time Method.

Participants who have qualified military service and are reemployed by the Employer

under USERRA shall be entitled to Credited Service for the time spent in qualified military

service to the extent required by USERRA, as provided in Section 4.05 and Section 10.04.

Credited Service shall include Service prior to the Effective Date of the Plan, sick leave,

and retirement reserve leave. Furthermore, the County, as part of an employment contract

with Appointed Officials, may agree to provide additional Credited Service. In no event,

however, shall the additional Credited Service exceed five (5) years.

1.16 Defined Contribution Plan

“Defined Contribution Plan” means the qualified defined contribution retirement plan

entitled “Gwinnett County Board of Commissioners Defined Contribution Pension Plan”,

5

approved by Gwinnett County by resolution of the Gwinnett County Board of

Commissioners on July 18, 2000, effective as of August 1, 2000.

1.17 Disability or Disabled

A Participant is “Disabled” if he is entitled to disability benefits under the federal Social

Security Act.

1.18 Disability Pension

“Disability Pension” means, with respect to a Participant, the benefit described in Article

VII of the Plan.

1.19 Early Retirement Pension

“Early Retirement Pension” means an Unreduced Early Retirement Pension or a Reduced

Early Retirement Pension.

1.20 Early Retirement Date

“Early Retirement Date” means the following dates when a Participant becomes eligible

for an Early Retirement Pension:

(a) Schedule A. A Participant accruing benefits under Schedule A shall be entitled to

an Unreduced Early Retirement Pension when he completes thirty (30) years of

Vesting Service. A Participant accruing benefits under Schedule A will be entitled

to a Reduced Early Retirement Pension on the later of the date he attains sixty (60)

years of age and completes ten (10) years of service.

(b) Schedule B or Schedule C. A Participant accruing benefits under Schedule B or

Schedule C shall be entitled to an Unreduced Early Retirement Pension on the

earlier of the following dates: (i) the Participant completes thirty (30) years of

Vesting Service; or (ii) later of the date (A) he attains fifty (50) years of age and (B)

his age, combined with his years of Vesting Service, equals or exceeds seventy-five

(75). A Participant accruing benefits under Schedule B or Schedule C will be

entitled to a Reduced Early Retirement Pension on the later of the date he attains

sixty (60) years of age and completes ten (10) years of service.

1.21 Effective Date

“Effective Date” of the Plan means January 1, 2007.

1.22 Elapsed Time Method

“Elapsed Time Method” shall mean the method of computing Service by reference to the

total time (years and months) that elapses between the Employee‟s Employment

Commencement Date and the Employee‟s Severance from Service Date. The total time

need not be consecutive.

6

For the purpose of calculating Eligibility Service, Vesting Service and Credited Service, a

Participant shall accrue one month for each month in which he is credited with one Hour of

Service as a Full-time Employee of the County, and shall accrue one year for each 12

month period. The elapsed time service method calculates years and months by rounding

up any days to a whole month. The calculations for Eligibility Service, Credited Service

and Vesting Service shall be subject to the Break in Service provisions

1.23 Eligibility Service

“Eligibility Service” means the measurement of an Employee‟s Full Time Service for

purposes of determining whether the Employee is eligible for the Plan and is measured

from the Employee‟s Employment Commencement Date and each anniversary thereof to

the date an Employee first becomes a Plan Participant. Eligibility Service shall be


1.24 Employee

“Employee” means any individual employed by the County, but shall exclude:

(a) any individual classified by the County as an independent contractor;

(b) any leased employee as defined in Section 414(n) of the Code; and

(c) any other individual employed by the County who is not designated as any of the

following:

(i) A full-time Employee, as defined by County policy as any Employee

eligible under the Employer‟s personnel policies to receive all supplemental

benefits including pension benefits;

(ii) County Commissioners, except as specifically excluded in subsection

(d)(iii) below;

(iii) The following elected officials of the County with no other County funded

retirement or pension plan:

A. Sheriff;

B. Tax Commissioner;

C. Clerk of Superior Court;

D. State Court Judge;

E. Probate Court Judge;

F. Juvenile Court Judge; and

G. Magistrate Court Judge; and

7

H. Solicitor-General.

(iv) Superior Court Judges and the District Attorney who are elected officials

receiving supplemental compensation from the County.

(d) Notwithstanding the foregoing, the following employees are specifically excluded

from participation:

(i) Employees with an Employment or Reemployment Commencement Date

on or after January 1, 2007;

(ii) Employees who participate in the County‟s Defined Contribution Plan and

who did not elect to participate in 2004 in the Defined Benefit Plan or who

do not have a prior deferred vested benefit in the Defined Benefit Plan

(iii) (1) County Commissioners and Elected Officials with an Employment or

Reemployment Commencement Date prior to August 1, 2000 who elected

to participate in the Employer‟s defined contribution pension plan; (2)

Appointed Officials with an Employment or Reemployment

Commencement Date on or after August 1, 2000; and (3) County

Commissioners with an Employment Commencement Date on or after

August 1, 2000 who have elected to participate in the Defined Contribution

Plan;

(iv) Extension Agents in TRS; and

(v) Employees who are active members of a state retirement or pension plan, if

such plan is funded in part or in whole by County contributions.

For purposes of this section, “Appointed Official” means a Full-time Employee who is not

part of the classified service and who serves at the pleasure of the Board of Commissioners,

the County Administrator, the Deputy County Administrator, or other Elected Officials.

Excluded employees under (b) and (c) above shall be considered “Ineligible Employees”.

1.25 Employer

“Employer” means Gwinnett County, Georgia.

1.26 Employment Commencement Date

“Employment Commencement Date” means the date on which the Employee first

performs an Hour of Service for the County.

1.27 Full-time Employee

“Full-time Employee” means any Employee who is eligible under the County‟s personnel

policies to receive all supplemental benefits, including pension benefits.

8

1.28 Hour of Service

“Hour of Service” means the increments of time described in sections (a), (b), and (c)

hereof (as applicable) subject to any limitations set forth herein:

(a) Each hour for which the County, either directly or indirectly, pays an Employee, or

for which the Employee is entitled to payment, for the performance of duties during

the Plan Year. The County shall credit Hours of Service under this paragraph (a) to

the Employees for the Plan Year in which the Employee performs the duties,

irrespective of when paid;

(b) Each hour for back pay, irrespective of mitigation of damages, to which the County

has agreed or for which the Employee has received an award. The County shall

credit Hours of Service under this paragraph (b) to the Employee for the Plan

Year(s) to which the award or the agreement pertains rather than for the Plan Year

in which the award, agreement or payment is made;

(c) Each hour for which the County, either directly or indirectly, pays an Employee, or

for which the Employee is entitled to payment (irrespective of whether the

employment relationship is terminated), for reasons other than for the performance

of duties during a Plan Year, such as Leave of Absence, vacation, holiday, sick

leave, illness, incapacity (including Disability), layoff, jury duty, or military duty,

provided:

(i) The County shall not credit more than five hundred and one (501) Hours of

Service under this paragraph (c) to an Employee on account of any single

continuous period during which the Employee does not perform any duties

as an Employee (whether or not such period occurs during a single Plan

Year). The County shall credit Hours of Service under this paragraph (c) in

accordance with the rules of paragraphs (b) and (c) of Department of Labor

Regulation Section 2530.200b-2, which the Plan, by this reference,

specifically incorporates in full within this paragraph (c);

(ii) An hour for which an Employee is directly or indirectly paid, or entitled to

payment, on account of a period during which he performs no duties as an

Employee shall not be credited as an Hour of Service if such payment is

made or due under a plan maintained solely to comply with applicable

workers‟ compensation, unemployment compensation, or disability

insurance laws; and

(iii) Hours of Service shall not be credited to an Employee for a payment that

solely reimburses such Employee for medical or medically related expenses

incurred by him.

(d) Each hour for which the Employee is required to be granted leave under USERRA.

(e) The County shall not credit an Hour of Service under more than one (1) of the

above paragraphs (a), (b), (c) or (d). If the Service counted under this Section 1.27

9

can be counted under more than one of these paragraphs, the rule crediting the

greatest number of Hours of Service shall apply. The County shall resolve any

ambiguity with respect to the crediting of an Hour of Service in favor of the

Employee.

(f) The County shall credit Hours of Service under this Section 1.27 in accordance

with Department of Labor Regulation Section 2530.200b-2(b) and (c), 29 CFR Part

2530, as amended, which the Plan, by this reference, specifically incorporates in

full, or such other federal regulations as may from time to time be applicable.

1.29 Inactive Participant

“Inactive Participant” means a Participant who is no longer receiving Credited Service

under the Plan but has not yet received his or her entire Non-forfeitable Accrued Benefit

due (if any) under the Plan.

1.30 Late Retirement Date

“Late Retirement Date” means the date the Participant actually Retires from employment

with the County after his Normal Retirement Date.

1.31 Leave of Absence

“Leave of Absence” means a paid or unpaid excused leave of absence granted to an

Employee in accordance with applicable federal or state law or the County‟s personnel

policy. Leave of Absence shall include the following:

(a) Military Leave.

Employees who leave the service of the County, voluntarily or involuntarily, to

enter the Armed Forces of the United States, provided: (i) the Employee is legally

entitled to reemployment under USERRA, and (ii) the Employee applies for and

reenters service with the County within the time, in the manner, and under the

conditions prescribed by USERRA or any other similar and applicable law.

(b) FMLA Leave.

Employees who leave the service of the County under the provisions of the Family

and Medical Leave Act of 1993 (“FMLA”) provided that the Employee returns to

active employment within the time required under the FMLA.

(c) Other Leave.

Employees who leave the service of the Employee under such other circumstances

as the County shall determine are fair, reasonable and equitable as applied

uniformly among Employees under similar circumstances.

1.32 Limitation Year

“Limitation Year” means the calendar year.

10

1.33 Maternity or Paternity Leave

“Maternity or Paternity Leave” means any period during which an Employee is absent

from work with the County: (a) due to the pregnancy of such Employee, (b) due to the

birth of a child of such Employee, (c) due to the placement of a child with such Employee

in connection with the adoption of a child by such Employee, or (d) for purposes of such

Employee caring for such child immediately after such birth or placement.

1.34 Non-forfeitable

“Non-forfeitable” means a Participant‟s or Beneficiary‟s unconditional claim, legally

enforceable against the Plan, to the Participant‟s Accrued Benefit. If a Participant is one

hundred percent (100%) vested in any benefit under the Plan, such benefit is considered

Non-forfeitable.

1.35 Nontransferable Annuity

“Nontransferable Annuity” means an annuity, which by its terms provides that it may not

be sold, assigned, discounted, or pledged as collateral for a loan or security for the

performance of an obligation or for any purpose to any person other than the annuity

provider. If the Trustee distributes an annuity contract, such contract must be a

Nontransferable Annuity.

1.36 Normal Retirement Date

“Normal Retirement Date” means the date the Participant becomes eligible for a Normal

Retirement Pension. A Participant will become eligible for a Normal Retirement Pension

on the later of the date the Participant attains age 65 and completes 5 years of Vesting

Service or, if an Employee has an Employment or Reemployment Commencement Date

prior to November 1, 2004, the later of the date the Participant attains age sixty-five (65)

and completes three (3) years of Vesting Service. Unused sick and/or retirement reserve

leave shall be included to reduce the age and/or vesting service required to meet the age

and/or vesting requirements if the Participant chooses.

1.37 Normal Retirement Pension

A “Normal Retirement Pension” under Schedule A means:


Compensation multiplied by years of full time Credited Service.

A “Normal Retirement Pension” under Schedule B means:



A “Normal Retirement Pension” under Schedule C means:

11

two and one-half percent (2.5%) of a Participant‟s Average Monthly Compensation

multiplied by years of full-time Credited Service.

1.38 Participant

“Participant” means a Full-time Employee who is eligible to be and is actively

participating in the Plan in accordance with the provisions of Article II of the Plan. An

Employee who becomes a Participant shall remain an active or Inactive Participant under

the Plan until the Trustee has fully distributed his Non-forfeitable Accrued Benefit to him.

1.39 Participation Commencement Date

“Participation Commencement Date” means the date a Participant first commences

participation under the Plan.

1.40 Participant Contribution Account

“Participant Contribution Account” means the account and sub-accounts established by the

Plan Administrator to reflect Accumulated Employee Contributions by the Participant to

the Trust, if any, plus interest credited thereon as required under the Plan. In addition to

any other accounts the Plan Administrator shall establish, the Plan Administrator shall

establish a separate book account (which shall be adjusted to reflect contributions, interest

and other credits or charges attributable thereto) for each Participant to be designated the

“County Pick-Up Contribution Account,” which shall reflect a Participant‟s interest in the

County pick-up contributions made under Section 4.01 of the Plan.

1.41 Period of Service

“Period of Service” means the Employee‟s period of employment with the County

commencing with the Employment Commencement Date or the Reemployment

Commencement Date, whichever is applicable, and ending on the Employee‟s Severance

from Service Date.

1.42 Period of Severance

“Period of Severance” means, a continuous period of time during which the Employee is

not employed by the County, commencing on the Employee‟s Severance from Service

Date and ending on the Employee‟s Reemployment Commencement Date.

1.43 Plan

“Plan” means the Gwinnett County Defined Benefit Plan, as set forth herein.

1.44 Plan Administrator

“Plan Administrator” means the County or, if applicable, the “Plan Administrator” as

defined in Code Section 414(g).

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1.45 Plan Entry Date

“Plan Entry Date” means the date the Employee is hired.

1.46 Plan Sponsor

“Plan Sponsor” means Gwinnett County, Georgia

1.47 Plan Year

“Plan Year” means the calendar year.

1.48 Reduced Early Retirement Pension

“Reduced Early Retirement Pension” means a benefit provided in Article VI. A

Participant eligible for benefits shall be entitled to a Reduced Early Retirement Pension on

the later of the following dates:

(a) The Participant attains sixty (60) years of age; and

(b) The Participant completes ten (10) years of service.

1.49 Reemployment Commencement Date

“Reemployment Commencement Date” means, with respect to an Employee who

terminated employment with the County prior to January 1, 2007, the first date on which

the Employee performs an Hour of Service that is required to be taken into account for

Eligibility, Vesting or Credited Service, following a Break in Service or Period of

Severance.

1.50 Retire or Retirement

“Retire” or “Retirement” means Termination of Employment with the County on or after

the Participant‟s Early, Normal or Late Retirement Date.

1.51 Schedule A

“Schedule A” means the benefit established in 2004 for the noncontributory defined

benefit plan previously adopted by Gwinnett County and known as the “Pre-Amended

Pension Plan”.

1.52 Schedule B

“Schedule B” means the benefit established in 2004 for the contributory defined benefit

plan previously adopted by Gwinnett County and known as the “1995 Amended Pension

Plan” and subsequently amended and restated.

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1.53 Schedule C

“Schedule C” means the benefit established in 2004 for the contributory defined benefit

plan adopted by Gwinnett County as of November 1, 2004.

1.54 Service

“Service” means any period of time the Employee is in the employ of the County,

including any period the Employee is on a Leave of Absence authorized by the County if

such Leave of Absence is required by law to be counted as Service. Notwithstanding any

provision of this Plan to the contrary, contributions, benefits, Vesting, Eligibility, and

Credited Service with respect to USERRA leave will be provided in accordance with Code

Section 414(u) and with respect to FMLA Leave will be provided in accordance with the

Family and Medical Leave Act of 1993.

1.55 Severance from Service Date

“Severance from Service Date” means the earlier of the date the Employee (a) Terminates

Employment or (b) the first anniversary of the first day of absence for any other reason.

1.56 Spouse or Surviving Spouse

“Spouse” or “Surviving Spouse” means, with respect to a Participant, except as otherwise

required by Federal law, the person who is treated as married to such Participant under the

laws of Georgia. The determination of a Participant‟s Spouse or Surviving Spouse shall be

made as of the earlier of the Participant‟s Benefit Commencement Date or the date of such

Participant‟s death. Common law spouses shall be treated as a Spouse or Surviving Spouse

to the extent recognized under Georgia law provided that sufficient documentation is

provided to the County.

1.57 Termination of Employment

“Termination of Employment”, “Terminate Employment”, “Termination”, or

“Terminated” means a severance of employment with the County, including Retirement,

resignation, discharge, and death except as otherwise provided by the County as a Leave of

Absence or any other leave of absence regulated by federal or state law.

1.58 Transition Period

“Transition Period” means the period of time an Employee is required to make Employer

Pick-up Contributions at an increased rate under Schedule B or Schedule C in order to be

vested in a benefit under such Schedules.

1.59 Transition Rule Employees

“Transition Rule Employee” refers to an individual who first became a Participant in the

Plan prior to the first day of the first Plan Year beginning after the earlier of (a) the last day

of the Plan Year in which a Plan amendment to reflect the amendments made by section

14

13212 of the Omnibus Budget Reconciliation Act of 1993 (OBRA „93) was both adopted

and effective; or (b) December 31, 1995.

1.60 Trust

“Trust” means the Gwinnett County Defined Benefit Plan Trust Agreement.

1.61 Trust Fund

“Trust Fund” means all property of every kind held or acquired by the Trustee under the

Trust.

1.62 Trustee

“Trustee”, “Trustees”, or “Board of Trustees” means the persons appointed as Trustees by

the County.

1.63 Unreduced Early Retirement Pension

“Unreduced Early Retirement Pension” means a benefit provided in Article VI. A

Participant eligible for benefits under Schedule A will be entitled to an Unreduced Early

Retirement Pension on the date he completes thirty (30) years of Vesting Service. A

Participant eligible for benefits under Schedules B and C will be entitled to an Unreduced

Early Retirement Pension on the earlier of the following:

(a) The date he completes thirty (30) years of Vesting Service; or

(b) The date the sum total of the Participant‟s Year of Service and age equal seventy

five (75) with a minimum age of fifty (50).

1.64 USERRA

“USERRA” means the Uniform Services Employment and Reemployment Rights Act of

1994.

1.65 Vesting Service

“Vesting Service” means the measurement of a Participant‟s full time Service that is used

to determine a Participant‟s Nonforfeitable Accrued Benefit and whether the Participant

meets any Service requirements for an Early Retirement Pension. A year of Vesting

Service shall be measured from the Participant‟s Employment Commencement Date or

Reemployment Commencement Date and each anniversary thereof. Vesting Service shall

be determined by the Elapsed Time Method. Vesting Service shall include Service prior to

the Effective Date of the Plan, sick leave, and retirement reserve leave.

The County, as part of an employment contract with Appointed Officials, may agree to

provide additional Vesting Service. In no event, however, shall the additional Vesting

15

Service exceed five (5) years. A record of each such granting of Vesting Service by

employment contract shall be included in Appendix A.

16

ARTICLE II: EMPLOYEE PARTICIPATION

2.01 Participation Eligibility

Each Employee who was a Participant in the ACCG Plan on the day before the Effective

Date of this Plan shall be a Participant in this Plan. Each Employee listed in Section

1.24(c) employed before January 1, 2007, is eligible to participate as of his Employment

Commencement Date. No Employee hired on or after January 1, 2007 shall be eligible to

participate in this Plan. An Employee who has a termination date prior to December 31,

2006 with a Reemployment Commencement Date on or before December 31, 2007 shall be

eligible to resume participation in the Plan provided he has not incurred a one-year Break

in Service and follows the applicable situation in Section 2.02. Notwithstanding the

foregoing, effective January 1, 2008, only Employees who are Participants in the Plan on

December 31, 2007 shall be eligible to participate in the Plan.

2.02 Participation Upon Reemployment

If an Employee was a participant in the ACCG Plan on his Severance from Service Date

occurring prior to January 1, 2007, is reemployed on or before December 31, 2007 and has

not incurred a one-year Break in Service, the applicable situation will apply:

(a) If the terminated Employee left his Employee Contributions in the ACCG Plan, the

Employee will be required to reenter the plan under the Schedule he was

participating in upon termination.

(b) If the terminated Employee withdrew his Employee Contributions from the ACCG

Plan and did not have full-time service credit prior to April 1, 1995, he shall not be

eligible to participate in the Plan and shall be eligible to participate in the Defined

Contribution Plan. If his Accrued Benefit is less than or equal to $5,000 and the

Employee had full-time service credit under the ACCG Plan prior to April 1, 1995,

the present value of the Employee‟s Accrued Benefit from the date of hire to March

31, 1995 will be transitioned to the Defined Contribution Plan within a reasonable

amount of time determined by the County.

(c) If the terminated Employee withdrew his Employee Contributions from the ACCG

Plan and had full-time service credit prior to April 1, 1995, he shall be eligible to

accrue additional Credited Service in the Plan as of his Reemployment

Commencement Date provided he repays his Employee Contributions in

accordance with the provisions of Section 4.04.

(d) A Participant who terminates employment on or after January 1, 2007 will not be

eligible to reenter the Plan upon reemployment. Such Employee will be entitled to

participate in the Defined Contribution Plan upon meeting such plan‟s eligibility

conditions, and his benefit under the Plan will be determined using Compensation

and Service to the date of his first termination of employment that occurs on or after

January 1, 2007.

17

2.03 Eligibility for Plans on and after November 1, 2004

(a) All active Employees who were non-contributory Participants in the ACCG Plan

before November 1, 2004, were eligible to elect to become Participants in Schedule

A, Schedule B or Schedule C effective November 1, 2004. Each such Plan

Participant made a one-time, irrevocable election at the time and in the manner

determined by the County. If any such Participant failed to make the election, the

Participant was deemed to have elected to participate in Schedule A (the “default

election (b). All active Employees who were contributory Participants in either the

ACCG Plan‟s 1995 Amended Pension Plan or the Defined Contribution Plan

before November 1, 2004, were eligible to elect to become Participants in either

Schedule B or Schedule C effective November 1, 2004. Each such Plan Participant

made a one-time, irrevocable election at the time and in the manner determined by

the County. If any such Participant failed to make the election, Participants in the

1995 Amended Pension Plan were deemed to have elected to participate in

Schedule B and Participants in the Defined Contribution Plan were deemed to have

elected to continue participating in the Defined Contribution Plan (the “default

election”).

(b) All Employees who were otherwise eligible for pension benefits who have an

Employment or Reemployment Commencement Date on or after November 1,

2004 and had experienced a Break in Service, were eligible to become Participants

in either Schedule C or the Defined Contribution Plan. Each such Employee shall

make a one-time, irrevocable election at the time and in the manner determined by

the County. If the Participant elects to participate in Schedule C, the amount of his

Credited Service shall be adjusted in Schedule C to an amount necessary to provide

an Accrued Benefit on the Participant‟s Reemployment Commencement Date

under Schedule C that is equivalent (in dollar amount) to the Accrued Benefit under

the Employer‟s Plan in which the Employee was a Participant as of the date of the

Participant‟s most recent Termination of Employment prior to November 1, 2004.

(c) All Employees who are otherwise eligible for pension benefits who have a

Reemployment Commencement Date on or after November 1, 2004 but prior to

January 1, 2007 without experiencing a Break in Service, shall be entitled to enter:

(i) Schedule A if the Participant was previously in the Pre-Amended Pension


or

(ii) Schedule B if the Participant was previously in the 1995 Amended Pension


provided however, upon reemployment, the Employee shall also be

provided the opportunity to elect to become a Participant in the Defined

Contribution Plan or Schedule C.

18

2.04 Transition Rules

(a) The Transition Period for each Employee who, as of October 31, 2004, was a

Participant in the Defined Contribution Plan and who elected to become a

Participant in Schedule C of the ACCG Plan shall be three (3) years with an

Employer Pick Up contribution rate of 7.25% of Compensation. At the option of

the Participant, in lieu of any Transition Period, the Participant shall make a lump

sum contribution to fund the benefits under Schedule C, equal to 3.75% of the

Participant‟s Compensation (as defined under Schedule C) in calendar years 2001,

2002 and 2003. If such Employee was previously a Participant in the ACCG Plan

and elected to transfer to the Defined Contribution Plan, the Participant shall also

be required to remit an amount equal to:

(i) the lump sum benefit transferred from the ACCG Plan to the Defined

Contribution Plan at the time of such transfer, and

(ii) the Employer Pick-Up contributions at an annual contribution rate of 3.50%

made by the Participant during the period of his participation in the Defined

Contribution Plan, and

(iii) the Employer contributions made to the Defined Contribution Plan on

behalf of the Participant during the period of his participation in the Defined

Contribution Plan, and

(iv) interest, at an annually compounded rate of 5%, on:

A. the previously transferred lump sum benefit specified in (i) above

for the period beginning at the initial transfer date and ending on

October 31, 2004, and

B. the Employer Pick-Up contributions specified in (ii) above and the

Employer contributions specified in (iii) above for the period

beginning with the initial date of participation in the Defined

Contribution Plan and ending on October 31, 2004.

(b) The Transition Period for each Employee who, as of October 31, 2004, was a

Participant in the ACCG Plan under the Pre-amended Pension Plan formula and

who elected to become a Participant in Schedule B shall be five (5) years with an

Employer Pick-Up contribution rate equal to 7.50% of Compensation. At the

option of the Participant, in lieu of any Transition Period, the Participant shall make

a lump sum contribution, equal to 3.50% of the Participant‟s Compensation in

calendar years 1999, 2000, 2001, 2002 and 2003.

(c) The Transition Period for each Employee who, as of October 31, 2004, was a

Participant in the ACCG Plan‟s Pre-amended Pension Plan and who elects to

become a Participant in Schedule C shall be five (5) years with an Employer


Participant, in lieu of any Transition Period, the Participant shall make:

19

(i) a lump sum contribution equal to 3.50% of the Participant‟s Compensation

in calendar years 1999, 2000, 2001, 2002 and 2003, and

(ii) a lump sum contribution, equal to 3.75% of the Participant‟s Compensation

in calendar years 2001, 2002, and 2003.

(d) The Transition Period for each Employee who, as of October 31, 2004, was a

Participant in the ACCG Plan‟s 1995 Amended Pension Plan formula and who

elects to become a Participant in Plan C shall be three (3) years with an Employer


Participant, in lieu of any Transition Period, the Participant shall make a lump sum

contribution to Plan C, equal to 3.75% of the Participant‟s Compensation (as

defined under Plan C) in calendar years 2001, 2002 and 2003.

(e) If a Participant Terminates Employment prior to completing the applicable

Transition Period as specified in paragraphs (a) through (d) above, the Participant

shall make, at least forty-five (45) days before his Benefit Commencement Date,

the applicable lump sum contribution specified in paragraphs (a) through (d) above

reduced pro-rata for each completed month the Participant has made the required

Employer Pick-up Contributions during the applicable Transition Period (the

„“adjusted lump sum contribution‟”).

(f) If a Participant Terminates Employment prior to completing the applicable

Transition Period as specified in paragraphs (a) through (d) above and does not

make the adjusted lump sum contribution as specified in paragraph (e) above, the

Participant shall be deemed to have made the default election as specified in

paragraphs (a) and (b) of Section II above. All Employer Pick-Up contributions

made by the Employee to the ACCG Plan and this Plan during the Transition

Period in excess of the required Employer Pick-Up contributions for the default

election Plan shall be refunded to the Participant pursuant to Article IV of the Plan.

(g) All lump sum benefits repaid as specified in paragraph (a), lump sum contributions

made in lieu of completing the Transition Period and interest on such benefits and

contributions shall not be considered Accumulated Employee Contributions and

are not subject to the refund provisions for Participant Contribution Accounts under

Article IV of the Plan.

(h) Notwithstanding anything to the contrary contained herein, no Employee hired on

or after January 1, 2007 may become a Participant in the Plan.

20

ARTICLE III: COUNTY CONTRIBUTIONS

3.01 Amount

The County shall make the contributions required to fund the cost of the benefits provided

to Participants under this Plan. The County will make such contributions as are necessary

to fund the Plan in accordance with the policies of the Trustees, the minimum funding

standards of the Code and all applicable minimum funding standards under Georgia law.

Each contribution is contingent upon the maintenance of qualified status by the Plan for the

year with respect to which such contribution is made.

3.02 Determination of Contribution

The County shall determine the amount of any contribution to be made by it to the Trust

under the terms of the Plan. In this regard, the County may place full reliance upon all

reports, opinions, tables, valuations, and certificates the Trustees and Plan Administrator

furnish to the County.

21

ARTICLE IV: PARTICIPANT CONTRIBUTIONS

4.01 County Pick-Up Contributions

The County shall contribute to the Plan, as of each payroll period on behalf of and to the

credit of each Participant, the amount of the required Participant contribution determined

as follows:

(a) There are no Pick-up Contributions under the provisions of Schedule A.

(b) Employer Pick-up Contributions are required for Participants in Schedule B in the

amount of five and three-quarters percent (5.75%) of Compensation. The County

may amend the Plan not more than once annually to change the Contribution

Requirement, but in no event shall the Contribution Requirement exceed six and

one-half percent (6.5%).

(c) Employer Pick-up Contributions are required for Participants in Schedule C in the

amount of nine (9%) of Compensation. The County may amend the Plan not more

than once annually to change the Contribution Requirement, but in no event shall

the Contribution Requirement exceed nine percent (9%).

The contributions are mandatory and no Participant shall be entitled under any

circumstances to receive such contributions in cash in lieu of having them contributed to

the Trust by the County in accordance with the preceding sentence. Such contributions

shall be made pursuant to Section 414(h) of the Code and shall be treated as County

contributions in determining their federal income tax treatment under the Code.

Contributions made by the County on behalf of Plan Participants shall be included in the

Compensation of such individuals when determining their Accrued Benefits and except as

otherwise provided above, such contributions shall be treated as Participant contributions

credited to his Participant Contribution Account and 100% vested for all purposes under

the Plan.

4.02 Earnings on Accumulated Employee Contributions

The Accumulated Employee Contributions will be credited with interest at the rate of five

percent (5%) compounded annually. Interest begins on the first day of the first month of

the Plan Year immediately following the Plan Year for which such contributions are

credited and ends on the last day of the month immediately preceding the month in which

the Participant withdraws his Participant Contribution Account from the Plan or the

Participant Contribution Account is otherwise distributed.

4.03 Refund of Participant Contribution Account

A Participant or Beneficiary shall receive a refund or withdrawal of his Participant

Contribution Account if:

22

(a) the Participant Terminates Employment and, at the time of such Termination, does

not have sufficient Vesting Service to qualify for a Non-forfeitable Accrued

Benefit in accordance with the Vesting Schedule specified in Section 5.05(b);

(b) the Participant or Beneficiary is receiving benefits under the Plan and dies before

receiving Pension benefit payments in an amount equal to or greater than the

Participant Contribution Account, and no additional Pension benefits are due. In

this case, the Beneficiary (or estate, if no Beneficiary) shall receive the amount

remaining in the Participant Contribution Account, plus interest;

(c) the Participant Terminates Employment and, at the time of such Termination,

requests the refund of his Participant Contribution Account in lieu of retaining an

Accrued Benefit if such Participant was hired after April 1, 1995 and participated in

the contributory ACCG Plan;

(d) the Participant dies before receiving any benefits under the Plan and the present

value of the accrued death benefits as of the Participant‟s date of death, which are

payable to the Beneficiary, are equal to or less than the Participant Contribution

Account. In his case, the Beneficiary (or estate, if no Beneficiary) shall receive the

amount remaining in the Participant Contribution Account plus interest, and no

additional death benefits will be paid; or

(e) the Participant‟s Non-forfeitable Accrued Benefit is subject to distribution under

Section 5.03(c) or 6.03(c) of the Plan.

Distribution of the Participant Contribution Account shall be made only in a lump sum and

for no less than 100% of the Participant Contribution Account. Upon distribution of the

Participant Contribution Account, the Participant or Beneficiary shall have no Accrued

Benefit under the Plan, except as otherwise provided in Section 4.04 of the Plan.

4.04 Repayment of Participant Contribution Account

(a) Participants who terminated employment with the County between January 1, 2006

and December 31, 2006 and are rehired in calendar year 2007 without a break in

service may have their Credited Service and any previous Accrued Benefit restored

by repaying the Trustee the entire amount of such refund plus interest at a rate of

five percent (5%) compounded annually. Interest shall begin on the first day of the

month following the month of the previously refunded Participant Contribution

Account and shall end on the last day of the month preceding such repayment. The

Plan may accept any such repayment directly from the Participant or through a

plan-to-plan transfer from any other qualified retirement plan, a Section 401(k)

plan, a Section 457 plan or a Section 403(b) tax sheltered annuity. The minimum

payment amount shall be 100% plus interest, and such repayment must be made

within ninety (90) days of the Participant‟s Reemployment Commencement Date.

(b) Employees who terminate employment on or after January 1, 2007 shall not be

eligible to reenter the Plan.

23

(c) A Participant who is reemployed with the County after December 31, 2006 after

receiving a refund of his Participant Contribution Account shall not be eligible to

reenter the Plan, restore his benefit in the Plan or pay back any refunds of

contributions.

4.05 USERRA Contributions

To the extent and in the manner required under USERRA, a Participant who is absent from

employment for qualified military service and returns to employment with the Employer

shall be permitted to make up Employer Pick-up Contributions to the Plan with respect to

such period of qualified military service, and the Employer shall make any County

contributions required to be made under USERRA on behalf of such Employee for the

period of qualified military service, based on the contribution rates in effect for the Plan

Year(s) in which the Participant was in qualified military service. The Participant shall

designate the plan year(s) to which Employer Pick-up Contributions made-up by such

Participant relate. Such contributions may be made during the period beginning with his

Reemployment Commencement Date and ending on a date which is no later than three (3)

times the duration of his qualified military service, but in no event later than five (5) years.

In the event any Employer Pick-up Contributions are made pursuant to this Section, the

Participant shall not be entitled to retroactive earnings on such contributions. No such

payment shall exceed the amount the Participant would have been required to contribute

had the Participant remained continuously employed by the Employer throughout the

period of qualified military service.

24

ARTICLE V: NORMAL AND LATE RETIREMENT PENSION

5.01 Normal or Late Retirement Pension

A Participant who satisfies the eligibility criteria for a Normal Retirement Pension

specified in Section 1.37 and who retires on his Normal Retirement Date shall receive a

Normal Retirement Pension. A Participant who remains an Employee after his Normal

Retirement Date and who subsequently Retires shall receive a Late Retirement Pension.

5.02 Amount of Normal or Late Retirement Pension

Subject to the Maximum Permissible Dollar Limitations in Section 11.11 of the Plan and to

the form of benefit, a Participant‟s Normal Retirement Pension shall equal his

Non-forfeitable Accrued Benefit and a Participant‟s Late Retirement Pension shall equal

the Actuarial Equivalent of his Non-forfeitable Accrued Benefit as of the date of his

Termination of Employment. The accrued benefitAccrued Benefit is calculated based on

serviceCredited Service and Average Monthly Compensation at the Participant‟s Date of

Termination.

Notwithstanding the foregoing, in the case of a Participant who has service as an elected

official described in 1.24(c)(iii) or 1.24(c)(iv) whose Compensation does not include that

portion of his salary as defined in O.C.G.A. § 47-23-100 which is used for purposes of

mandatory participation in a State or federal retirement pension plan pursuant to O.C.G.A.

§ 47-23-101, such Participant‟s Accrued Benefit shall be the greater of the following:

(a) the Accrued Benefit calculated based on the Participant‟s Credited Service and

Average Monthly Compensation; or

(b) the Accrued Benefit calculated using the Participant‟s Credited Service and

Average Monthly Compensation, excluding any Credited Service and

Compensation earned while the Participant was an elected official;

plus,

the Accrued Benefit calculated for the period the Participant is an elected official

using the Participant‟s Credited Service and Average Monthly Compensation

earned while the Participant was an elected official.

5.03 Computation and Payment of Normal or Late Retirement Pension

(a) Computations

The Normal or Late Pension shall be computed by the Plan Administrator in the

normal form of benefit under Section 9.01 and any eligible optional forms of

benefit as provided in Section 9.02.

(b) Payments


25

Payments shall begin no earlier than a Participant‟s Normal Retirement Date and

begin no later than the date specified in Section 9.04 of the Plan. Between the dates

a Participant is first eligible to receive his Normal or Late Retirement Pension and

the Mandatory Commencement Date specified in Section 10.04, a Participant shall

notify the Plan Administrator of his Benefit Payment Date and select the annuity

option in a format provided by the Plan Administrator. If a Participant fails to

designate a Benefit Payment Date and form of benefit, then the Trustee shall

commence payment in accordance with Article IX of the Plan after the

Participant‟s Normal Retirement Date and the pension benefit shall be paid in the

normal form.

Payments from an annuity form of benefit shall continue until the last scheduled



(c) Involuntary Lump Sum Payment of Normal or Late Retirement Pension

Notwithstanding the provisions of paragraphs (a) and (b) a lump sum payment shall

be made for a Normal or Late Retirement Pension to Participants, without the

Participant‟s consent, if the lump sum Actuarial Equivalent of the Participant‟s

Non-forfeitable Accrued Benefit is less than $10,000.


other pension benefit under the Plan.

However, effective January 1, 2006, if the mandatory distribution is greater than

$1,000 and the Participant does not elect to have such distribution paid directly to

an Eligible Retirement Plan specified by the Participant in a direct rollover or to

receive the distribution directly, then the Plan Administrator will pay the

distribution in a direct rollover to an individual retirement plan designated by the

Plan Administrator.

5.04 Late Retirement

Except as provided in Sections 9.05 and 9.06, a Participant shall receive Credited Service

for Service completed after his Normal Retirement Date, until his subsequent Termination

of Employment.

5.05 Vesting Schedule

(a) A Participant‟s Accrued Benefit derived from County contributions shall be one

hundred percent (100%) Non-forfeitable:

(i) on and after his Normal Retirement Date (if employed on or after that date),

(ii) if his employment Terminates as a result of death or Disability, or,

26

(iii) if there is a complete or partial termination of the Plan, or a complete

discontinuance of contributions, but in either situation only to the extent the

benefits are funded.

(b) Participants other than those to which paragraph (a) above applies shall receive a

Non-forfeitable percentage of their Accrued Benefits derived from County

contributions according to one of the following schedules:

(i) Participants accruing benefits under Schedule A or Schedule B: A

Participant with less than three (3) years of Vesting Service shall be zero

percent (0 %) vested in his accrued Benefit; a Participant with three (3) or

more years of Vesting Service shall be 100% vested in his Accrued Benefit.

(ii) Participants accruing benefits under Schedule C:


Commencement Date prior to November 1, 2004 with less than 3





Commencement Date on or after November 1, 2004 with less than 5




27

ARTICLE VI: EARLY RETIREMENT PENSION

6.01 Eligibility for Early Retirement Pension

A Participant who meets the eligibility criteria for an Unreduced Early Retirement Pension

or a Reduced Early Retirement Pension and who vests and eligible for a benefit on or after

his Early Retirement Date but before his Normal Retirement Date shall receive an Early

Retirement Pension.

6.02 Amount of Early Retirement Pension

Subject to the Maximum Permissible Dollar Limitations of Section 11.11 of the Plan, an

Unreduced Early Retirement Pension shall equal the Participant‟s Non-forfeitable Accrued

Benefit as of the date of his Termination of Employment; a Reduced Early Retirement

Pension shall equal the Actuarial Equivalent of a Participant‟s Non-forfeitable Accrued

Benefit as of the date of his Termination of Employment.

6.03 Computation and Payment of Early Retirement Pension

(a) Computations

The Early Retirement Pension shall be computed by the Plan Administrator in the

normal form of benefit under Section 9.01 and any optional forms of benefits under

Section 9.02.

(b) Payments


Payments shall begin no earlier than his Early Retirement Date and begin no later

than the date specified in Section 9.04 of the Plan. Between the dates a Participant

is first eligible to receive his Early Retirement Pension and the Mandatory

Commencement Date specified in Section 9.04(a)(i) of the Plan, a Participant shall

designate his Benefit Commencement Date and select an annuity option. If a

Participant fails to designate a Benefit Commencement Date, then the Trustee shall

commence payment in accordance with Section 9.04 of the Plan after the

Participant‟s Normal Retirement Date.

Payments for an annuity form of benefit shall continue until the last scheduled



(c) Involuntary Lump Sum Payment of an Early Retirement Pension

Notwithstanding the provisions of paragraphs (a) and (b) a lump sum payment shall

be made for an Unreduced Early Retirement Pension or a Reduced Early

Retirement Pension to Participants, without the Participant‟s consent, if the lump

sum Actuarial Equivalent of the Participant‟s Nonforfeitable Present Value of his

28

Accrued Benefit is less than $10,000. No involuntary lump sum payment shall be

allowed for Unreduced Early Retirement Pension if the Participant‟s

Non-forfeitable Accrued Benefit is equal to or greater than $10,000.


other pension benefits under the Plan.

However, if the mandatory distribution is greater than $1,000 and the Participant

does not elect to have such distribution paid directly to an Eligible Retirement Plan

specified by the Participant in a direct rollover or to receive the distribution

directly, then the Plan Administrator will pay the distribution in a direct rollover to

an individual retirement plan designated by the Plan Administrator.


Requirements

The County may provide for different eligibility requirements for an Early Retirement

Pension as part of a bona fide retirement incentive program.

Changes in eligibility requirements granted under this Section shall be evidenced in

writing in an amendment to the Plan in accordance with the provisions of Article XV.

29

ARTICLE VII: DISABILITY PENSION

7.01 Offering of Disability Pension

A Participant who, prior to satisfying the requirements for a Normal, Early or Reduced

Retirement Pension, shall be entitled to receive a Disability Pension if (a) the Participant

has completed ten (10) years of full-time service and (b) is determined to be totally

disabled by the Social Security Administration. The date the Participant is determined to

be totally disabled by the Social Security Administration (“SSA”) must be prior to the

Participant‟s Termination of Employment.

7.02 Amount of Disability Pension

Subject to the Maximum Permissible Dollar Limitations of Section 11.11 of the Plan, a

Participant who is entitled to a Disability Pension shall be entitled to 100% of his Normal

Retirement Pension adjusted to reflect the Participant‟s Average Monthly Compensation

and Credited Service as of the date of Disability.

7.03 Computation and Payment of Disability Pension

(a) Computations

The Disability Pension shall be computed by the Plan Administrator in the normal

form of benefit under Section 9.01 and any optional forms of benefits under Section

9.02.

(b) Payments


Payments shall begin no earlier than the date the Participant begins receiving

payments under Social Security.

Payments for an annuity form of benefit shall continue until earlier of:

(i) the date the Participant is no longer Disabled,

(ii) the Participant‟s Normal Retirement Date, or

(iii) the date of the Participant‟s death.

If the payments continue until the Participant‟s Normal Retirement Date, the

Participant shall thereafter begin receiving a Normal Retirement Pension in

accordance with the provisions of Article V without the necessity of notifying the

Plan Administrator.

30

7.04 Recovery from Disability

If a Participant recovers from Disability and is reemployed as an Employee under the Plan,

the Participant‟s Credited Service shall be restored up to the Benefit Commencement Date

of his Disability Pension. Provided the Participant has not incurred an one-year Break in

Service and he returns on or before December 31, 2007, he shall be eligible to participate in

the Plan and to accrue benefits under the Schedule in the Plan in which he was participating

on his most recent Severance from Service Date. Notwithstanding the foregoing, a

Participant returning from Disability who was participating in Schedule B may elect to

participate in Schedule C, provided he complies with the Transition Rules of Section

2.05(d). Alternatively, a Participant who recovers from a Disability and is reemployed on

or before December 31, 2007, could elect to participate in the Defined Contribution Plan,

provided he meets all of the requirements applicable to participate in the plan. An

Employee who recovers from Disability and is reemployed as an Employee after

December 31, 2007 shall not be eligible to continue to accrue benefits under the Plan. Such

Employee would be entitled to participate in the Defined Contribution Plan, and his

benefits under this Plan shall be calculated based on service up to the time of Disability.

7.05 Continuing Evidence of Total Disability

The Plan Administrator may require a Participant to submit evidence of his continued

eligibility for total disability benefits from SSA at any time he is receiving a Disability

Pension. The Plan Administrator may not require furnishing of such evidence more

frequently than once every six (6) months. In the event that a Disabled Participant refuses

or fails to submit evidence of his continued disability from SSA when requested by the

Plan Administrator, the Trustee, upon written notice from the Plan Administrator, shall

discontinue the Disabled Participant‟s Disability Pension until the Participant does submit

satisfactory evidence of his continued total Disability from SSA.

7.06 Ceasing Eligibility for Social Security Disability

A Participant who ceases to be eligible for Social Security disability benefits must notify

the Plan Administrator of this fact within thirty (30) days of the date he is notified that he is

no longer entitled to Social Security benefits. Disability Pension payments will cease the

first of the month following the month in which the Social Security Disability benefits end.

A Participant who fails to notify the Plan Administrator that he is no longer entitled to

Social Security disability benefits must repay all Disability Pension payments he received

after his failure to notify before he will be entitled to receive any further benefits under the

Plan. The Plan Administrator may use all reasonable means to recover payments of

Disability Pension benefits made to a Participant after the Participant‟s failure to notify.

31

ARTICLE VIII: DEATH BENEFITS

8.01 Pre-Retirement Death Benefit

If a Participant dies while an Employee of the County, the Plan provides a lifetime

pre-retirement survivor annuity which provides a monthly benefit equal to 50% of the

Participant‟s Non-forfeitable Accrued Benefit determined as of the date of the Participant‟s

death, payable over the lifetime of the spouse. If the Participant is not married at the time

of death, the Participant‟s dependent children (if any) will receive the same benefit in total,

payable to their legal guardian, until the children reach age 18 at which time the benefit

shall cease. If the Participant is not married and has no dependent children at the time of

death, the Participant‟s estate will receive a refund of the Participant‟s contributions plus

interest, if applicable.

If the computation of Participant‟s Pension benefit exceeds the Maximum Permissible

Dollar Limitation, as defined in Section 11.11 of the Plan, and the Participant dies, the

designated Beneficiary shall be entitled to receive a benefit equal to 100% of the

Participant‟s Accrued Benefit as of the date of his death, paid over the Beneficiary‟s life or

over a period no greater than the Beneficiary‟s life expectancy.

8.02 Post Retirement Death Benefit

If a Participant dies after he Retires or while receiving an Early, Reduced, Normal or Late

Retirement Pension, his Beneficiary may receive a Post-Retirement death benefit which

shall be payable in a lump sum as follows:

(a) If the monthly benefit was less than $100, the Post Retirement Death Benefit is

equal to $5,000.

(b) If the monthly benefit was $100 or greater but less than $300, the Post Retirement

Death Benefit is equal to $10,000.

(c) If the monthly benefit was $300 or more, the Post Retirement Death Benefit is

equal to $15,000.

8.03 Disability Death Benefit

If a Participant dies while receiving a Disability Pension and prior to reaching Normal

Retirement Age, his Beneficiary shall receive fifty percent (50%) of his monthly benefit at

the time of death payable for 120 months.

8.04 Deferred Vested Pension Death Benefit

If a terminated Participant has at least ten (10) years of Service and dies prior to his Benefit

Commencement Date, his spouse shall receive fifty percent (50%) of his Nonforfeitable

Accrued Benefit as of the date of his termination of employment payable over a period of

one hundred twenty (120) months not to exceed the limits under Section 8.05. If he is not

married at the time of death, the benefit will be payable to his dependent children under the

32

age or 18. If there is no spouse or dependent children, the estate or Beneficiary will receive

a refund of the Participant‟s contributions plus interest, if applicable.

8.05 Incidental Death Benefit



Accrued Benefit. For purposes of this section the Participants “Projected Accrued Benefit”

means the monthly benefit that would be payable to the Participant commencing at Normal

Retirement Age, assuming the Participant‟s Average Monthly Compensation equals his

Average Monthly Compensation as of the end of the calendar year preceding the


Employer until his Normal Retirement Date.

8.06 Death Benefits Under USERRA

Effective January 1, 2007, in case of a Participant who dies while performing “qualified

military service” (as defined in Code Section 414(u)(5)), the survivors of the Participant

are entitled to any additional benefits (other than benefit accruals relating to the period of

qualified military service) provided under the Plan, if any, had the Participant resumed and

then Terminated Employment on account of death.

33

ARTICLE IX: PAYMENT OF ACCRUED BENEFIT - OPTIONAL FORMS OF

PAYMENT

9.01 Normal Form of Benefit

The normal form at benefit distribution shall be a straight life annuity continuing for the

life of the Participant, with no benefit payable following the Participant‟s date of death.

Subject to the limitations of Section 11.11 of the Plan, if the Participant selects another

form of benefit, the Participant shall receive the Actuarial Equivalent of his

Non-forfeitable Accrued Benefit payable at Normal Retirement Date, determined as of the


9.02 Optional Forms of Benefit

The following optional forms of benefit distributions may be elected in lieu of the normal

form of benefit distribution described in Section 9.01 of the Plan. The Participant may

select in writing one of the permitted optional forms of benefit prior to his Benefit

Commencement Date. A Participant may revoke a previous selection and make a new

selection at any time prior to his Benefit Commencement Date. A Participant may not

revoke the form of benefit after his Benefit Commencement Date. Furthermore, a

Participant may not change his Beneficiary after his Benefit Commencement Date unless

his form of benefit is a 10 Years Certain and Life Annuity.

The optional forms of benefit permitted under the Plan are:

(a) A 10 Years Certain and Life Annuity, (payable for the life of the Participant,

guaranteed for at least ten (10) years);

(b) A Full Contingent (100% Joint and Survivor) Annuity, (payable for the life of the

Participant, and the same monthly amount payable for the life of the Beneficiary

following the death of the Participant);

(c) A Three-quarters Contingent (75% Joint and Survivor) Annuity, (payable for the

life of the Participant and three-quarters the monthly amount payable for the life of

the Beneficiary following the death of the Participant);

(d) A Two-thirds Contingent (66 2/3% Joint and Survivor) Annuity, (payable for the

life of the Participant, and two-thirds the monthly amount payable for the life of the


(e) A One-half Contingent (50% Joint and Survivor) Annuity, (payable for the life of

the Participant, and one-half the monthly amount payable for the life of the


(f) A Pop Up Contingent Annuity, (if the Participant selects either a Full Contingent,

Three-quarters Contingent, Two-thirds Contingent or One-half Contingent option

form of the distribution as provided in this Section above, and the Beneficiary

predeceases the Participant, the Participant‟s monthly benefit will be increased to

34

his Accrued Benefit under the Normal Form of Distribution (including any

adjustments after his Benefit Commencement Date) for the remainder of this

lifetime); or

(g) A Lump Sum Distribution, (payable in a lump sum if, at the time of the distribution,

the present value of the Participant‟s Non-forfeitable Accrued Benefit is less than

or equal to ten thousand ($10,000) dollars).



Accrued Benefit. For purposes of this section the Participant‟s “Projected Accrued


at Normal Retirement Age including any adjustments made after the Participant‟s Benefit

Commencement Date, assuming the Participant‟s Average Monthly Compensation equals

his Average Monthly Compensation as of the end of the calendar year preceding the


County until his Normal Retirement Date.

9.03 Cost of Living Adjustment

Participants who Retire will receive a cost of living increase as follows:

(a) Schedule A: There is no cost of living adjustment for benefits provided under

Schedule A.

(b) Schedule B or C: A Participant receiving retirement, disability pension, survivor or

deferred vested benefits under the provisions of any of the Employee Contributory

Plans (Amended, Schedule B or C) shall be entitled to a cost of living adjustment of

his benefit in the amount of one percent (1%) per year. This fixed rate shall be

applied to benefits at the beginning of each Plan Year.

9.04 Commencement of Benefits/Payment Schedules

(a) Benefit Commencement Date for Normal Retirement Pension

A Participant‟s Benefit Commencement Date for his Normal Retirement Pension

shall be no later than sixty (60) days after the close of the Plan Year in which the

Participant attains his Normal Retirement Date.

Notwithstanding the foregoing, no payments of a Participant‟s Normal Retirement

Pension under this Section 9.04(a) shall begin until the Participant submits a


Benefit Payment Date. If a Participant Retires but does not submit a distribution

request form prior to the Benefit Commencement Date specified in Section 9.04(a),

payments will begin within sixty (60) days of the date he submits such request, and

the Plan will pay the Participant a lump sum equal to the sum of the payments the

Participant would have received had he received payments from his Benefit

35

Commencement Date specified in Section 9.04(a) to his Benefit Payment Date. No

earnings or interest shall accrue on the lump sum distribution.

(b) Benefit Commencement Date for Early Retirement Pension Benefits

The Benefit Commencement Date for Early Retirement Pension Benefits shall be

no later than sixty (60) days after the close of the Plan Year in which the Participant

attains his Early Retirement Date.

Notwithstanding the foregoing, no payments of a Participant‟s Early Retirement

Pension under this Section 9.04(b) shall begin until the Participant submits a


Benefit Payment Date. If a Participant Retires and is entitled to an Unreduced

Early Retirement Pension, but does not submit a distribution request form prior to

the Benefit Commencement Date specified in Section 9.04(b), payments will begin

within sixty (60) days of the date he submits such request, and the Plan will pay the

Participant a lump sum equal to the sum of the payments the Participant would have

received had he received payments from the date he was first eligible to receive an

Unreduced Early Retirement Pension to his Benefit Payment Date. No earnings or

interest shall accrue on the lump sum distribution.

(c) Benefit Commencement Date for Disability Pension Benefits

The Trustee shall commence payment of the Participant‟s Disability Pension no

earlier than the date the Participant starts receiving payments under Social Security

unless an earlier date is required under Code Section 401(a)(9). A Participant must

submit such information as the Plan Administrator may require for the Plan

Administrator to determine his Benefit Commencement Date.

(d) Benefit Payments to Beneficiaries After Participant‟s Death

(i) If Pension benefit payments begin prior to the Participant‟s death, the

remaining Non-forfeitable Accrued Benefit will be distributed to his

Beneficiary in the form elected by the Participant.

(ii) If the Participant dies after application to the Plan Administrator for the

commencement of benefits but prior to the Benefit Commencement Date,

the Participant‟s Beneficiary shall receive the Participant‟s remaining

Non-forfeitable Accrued Benefit in the form elected by the Participant. In

the event a Participant chooses a straight life annuity, the Plan shall remit

Employee Contributions plus earnings as soon as administratively feasible

following the Participant‟s death.

(iii) If the Participant dies before his Benefit Commencement Date the

following rules apply:

A. If the Participant‟s Spouse is his sole Beneficiary, distribution must

begin by December 31 of the calendar year immediately following

36

the calendar year in which the Participant dies or by December 31 of

the calendar year in which the Participant would have attained age

70½, if later.

B. If the Participant‟s Spouse is not the sole Beneficiary, then

distribution must begin by December 31 of the calendar year

immediately following the calendar year in which the Participant

dies.

C. If there is no designated Beneficiary as of September 30 of the year

following the year of the Participant‟s death, the Participant‟s entire

interest must be distributed by December 31 of the calendar year

containing the fifth anniversary of the Participant‟s death.

(iv) The Beneficiary shall submit a distribution request on a form provided by

the Plan Administrator.

(e) Conformance to Section 401(a)(9)

Notwithstanding the foregoing, a Participant‟s latest Benefit Commencement Date

for his Pension shall be the first day of April in the calendar year following the later

of:

(i) the calendar year in which the Participant attains age 70-1/2, or

(ii) the calendar year in which the Participant Terminates Employment.

If a Participant Retires but does not submit a distribution request form prior to the

Benefit Commencement Date specified in this Section 9.04(e), payments will

begin, as required by Code Section 401(a)(9), no later than the Benefit

Commencement Date specified in this Section 9.04(e), and the Plan will pay the

Participant a lump sum equal to the sum of the payments the Participant would have

received had he received payments from the date he was first eligible to receive a

Normal Retirement Pension or an Unreduced Early Retirement Pension, whichever

is earlier, to his Benefit Payment Date. No earnings or interest shall accrue on the

lump sum distribution.

All distributions will be made in accordance with Code Section 401(a)(9),

including the incidental death benefit requirements of Code Section 401(a)(9)(G),

Treasury Regulations Section 1.401(a)(9)-1 through 1.401(a)(9)-9, and any other

provisions reflecting the requirements of Code Section 401(a)(9) and prescribed by

the Internal Revenue Service. The terms of the Plan reflecting the requirements of

Code Section 401(a)(9) shall override the distribution options (if any) in the Plan

which are inconsistent with those requirements.

37

(f) Mandatory Commencement of Benefits After Participant Election

All benefit payments will begin within sixty (60) days of the date elected by the

Participant, if such date is earlier than any of the aforementioned dates in this

Section 9.04.

9.05 Continued Employment After Normal Retirement

A Participant who continues employment or is re-employed prior to 12-31-2006 as an

Employee after reaching his Normal Retirement Date may not receive his Accrued Benefit

in any form available under the Plan while employed by the County. A Participant who is

re-employed after 12-31-2006 may receive his benefit as a retiree and upon his

reemployment continue to receive his benefit, and upon meeting the eligibility to the

Defined Contribution Plan participate in the Defined Contribution Plan.

Notwithstanding the foregoing, if a Participant (i) attained age 70-1/2 before January 1,

1999, (ii) is an active Employee, and (iii) is receiving payments under the Plan, the

Participant may continue to receive Plan payments or may elect to defer the receipt of Plan

payments until the Participant Retires from service with the County.

9.06 Repayment of Lump Sum Pension

The provisions of this Section 9.06 apply only to Employees who terminated employment

with the County prior to January 1, 2007 under the provisions of the ACCG Plan.

(a) A Participant who is reemployed prior to January 1, 2007 with the County after

receiving a lump sum payment of his Deferred Vested, Early, Normal or Late

Pension shall have his Eligibility and Vesting Service restored in accordance with

Section 10.02 of the Plan, but shall not have his Credited Service restored unless

the Participant repays the previous lump sum payment as specified in paragraph (b)

of this Section.

(b) A Participant who is reemployed with the County after receiving a lump sum

Pension payment shall have his Credited Service and his Non-forfeitable Accrued

Benefits restored by repaying the Trustee the entire amount of the lump sum

payment plus interest at a rate of five percent (5%) compounded annually within

ninety (90) days of the Participant‟s Reemployment Commencement Date. Interest

shall begin on the first day of the month following the month of the lump sum

cash-out payment and shall end on the last day of the month preceding the

repayment of the lump sum cash out and interest.

(c) The Plan may accept any such repayment directly from the Participant or through a

plan-to-plan transfer from any other qualified retirement plan, Section 401(k) plan,

Section 457 plan or Section 403(b) tax sheltered annuity.

38

9.07 Reemployment of Retired Participant

(a) A former Participant who has Retired and commenced receiving his Accrued

Benefit and thereafter returns to employment after January 1, 2007 as an Employee

shall be entitled to

(i) Continue to receive his pension benefit while working for the County;

(ii) Participate in the Defined Contribution Plan.

(b) A former Participant who has Retired, commenced receiving his Accrued Benefit

and thereafter returns to employment as an Employee on or before December 31,

2006 shall be eligible to reenter the Plan under the Schedule from which he retired.

Notwithstanding the foregoing, such Participants who retired under the Schedule B

prior to November 1, 2004, may reenter the Plan under either Schedule B or

Schedule C. Should such Participant reenter the Plan under Schedule C, his benefit

will be subject to three (3) year cliff vesting or, in lieu of vesting, he may pay a

three year transition amount in accordance with Section 2.04.

(c) Any Participant who retires on or after January 1, 2007, shall not be entitled to

reenter the Plan upon subsequent reemployment.

(d) Notwithstanding the foregoing, a Participant who has Retired, commenced

receiving his Accrued Benefit, and thereafter is re-employed by the County after

August 8, 2009, shall be entitled to continue to receive his pension benefit while

working for the County, provided that such Participant performs no more than

1,040 Hours of Service in any calendar year. If such a Participant performs more

than 1,040 Hours of Service in a calendar year, the Participant‟s pension benefits

shall be suspended for the remaining portion of the calendar year beginning on the

first day of the month following the month in which his Hours of Service exceed

1,040. The payment of retirement benefits following the suspension shall resume

the beginning of the next calendar year in the same form and amount previously

made to the Participant prior to such suspension.

9.08 Rollovers

(a) General Rule

Notwithstanding any provision of the Plan to the contrary that would otherwise

limit a Distributee‟s election under this Section, a Distributee may elect, at the time

and in the manner prescribed by the Trustees or Plan Administrator, to have any

portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement

Plan specified by the Distributee, in a direct rollover.

39

(b) Definitions

(i) Eligible Rollover Distribution

An Eligible Rollover Distribution is any distribution of all or any portion of

the balance to the credit of the Distributee, except that an Eligible Rollover

Distribution does not include (A) any distribution that is one of a series of

substantially equal periodic payments (not less frequently than annually)

made for the life (or life expectancy) of the Distributee or the joint lives (or

joint life expectancies) of the Distributee and the Distributee‟s designated

Beneficiary, or for a specified period of ten (10) years or more; (B) any

distribution to the extent such distribution is required under Code Section

401(a)(9); and (C) the portion of any distribution that is a hardship

distribution under Code Section 401(k). A Distributee may not elect a

direct rollover with respect to an Eligible Rollover Distribution during the

Plan Year that is less than $200. If the Distributee elects to have only a

portion of an Eligible Rollover Distribution paid to an Eligible Retirement

Plan, that portion must be equal to at least $500. A portion of a distribution

shall not fail to be an Eligible Rollover Distribution merely because the

portion consists of after-tax employee contributions, which are not

includible in gross income. However, such portion may be transferred only

to an individual retirement account or annuity described in Code Section

408(a) or (b) or to a qualified trust described in Code Section 401(a) or to an

annuity contract described in Code Section 403(b) that agrees to separately

account for amounts so transferred (and earnings thereon), including

separately accounting for the portion of such distribution that is includible

in gross income and the portion that is not.

(ii) Eligible Retirement Plan

An Eligible Retirement Plan is an individual retirement account described

in Code Section 408(a), an individual retirement annuity described in Code

Section 408(b) (other than an endowment contract), an annuity plan

described in Code Section 403(a), a qualified trust described in Code

Section 401(a), an annuity contract described in Code Section 403(b) that

accepts the Distributee‟s Eligible Rollover Distribution, an eligible plan

under Code Section 457(b) which is maintained by a state, political

subdivision, or agency or instrumentality of a state and which agrees to

separately account for amounts transferred to such plan from this Plan, and

effective January 1, 2008, to the extent permitted and in accordance with

the rules applicable under Code Section 408A, a Roth individual retirement

account described in Code Section 408A. If any portion of an Eligible

Rollover Distribution is attributable to payments or distributions from a

designated Roth account (as defined in Code Section 402A), an Eligible

Retirement Plan with respect to such portion shall include only another

designated Roth account and a Roth IRA.

40

(iii) Distributee

A „“Distributee‟” includes a Participant or Inactive Participant. In addition,

the Participant‟s surviving Spouse and the Participant‟s Spouse or former

Spouse who is the alternate payee under a qualified domestic relations

order, as defined in Code Section 414(p), are Distributees with regard to the

interest of the Spouse or former Spouse. Effective for distributions made on

and after January 1, 2010, a non-spouse Beneficiary of a deceased

Participant who is either an individual or an irrevocable trust, where the

beneficiaries of such trust are identifiable and the trustee provides the Plan

Administrator with a final list of trust beneficiaries or a copy of the trust

document by October 31 of the year following the Participant‟s death, shall

be a Distributee with regard to the interest of the deceased Participant, but

only if the Eligible Rollover Distribution is transferred in a direct

trustee-to-trustee transfer to an Eligible Retirement Plan which is an

individual retirement account described in Code Section 408(a) or an

individual retirement account described in Code Section 408(b) (other than

an endowment contract).

(iv) Direct Rollover

A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan

specified by the Distributee.

41


SERVICE

10.01 No Disregard of Service

For purposes of computing Vesting Service under Section 5.05 of the Plan, the Plan shall

not disregard Service with respect to which a Participant has received a distribution of his

Accrued Benefit.

10.02 Service Upon Reemployment

(a) A Participant who terminated employment with the County prior to January 1, 2007

and is reemployed by the County without a consecutive one year Break in Service,

shall have all prior Credited Service, Eligibility Service, and Vesting Service

restored.

(b) If, however, a Participant who terminated employment with the County prior to

January 1, 2007 has previously received a lump sum cash out of his Participant

Contribution Account, Credited Service shall not be restored in accordance with

paragraph (a) unless the previously received lump sum cash out has been repaid in

accordance with Sections 4.04 and 9.06.

10.03 Transferred Service Credit from Certain Other Prior Employers

(a) Participants who have been previously employed with any other employer are

allowed to purchase up to five (5) years of Additional Credited Service in minimum

increments of one (1) year. The purchase of up to five years will not change the

Participant‟s Eligibility and Vesting Service.

(i) The cost of one (1) year of Additional Credited Service shall be equal to the

Actuarial Equivalent of the Participant‟s Nonforfeitable Accrued Benefit as

of the date of his Termination of Employment for one (1) year of Credited

Service. Such Actuarial Equivalence shall also take into consideration the

increased value of the Credited Service resulting from and Cost of Living

Adjustment. For purposes of this paragraph, there is no Cost of Living

Adjustment applied to purchases of Additional Credited Service under

Schedule A. For purchases of Additional Credited Service under Schedules

B and C prior to January 1, 2005, there was applied a Cost of Living

Adjustment at an annualized fixed rate of one percent (1%). For purchases

of Additional Credited Service under Schedules B and C occurring on or

after January 1, 2005, there will be applied a Cost of Living Adjustment at

an annualized rate of five percent (5%).

(ii) The Participant shall indicate his desire to purchase Additional Credited

Service and the amount of such Additional Credited Service to be

purchased in writing to the County at the same time the Participant

completes his Application for Retirement. Payment by the Participant for

42

the cost of the Additional Credited Service shall be made prior to his


(iii) Payments made by Participants for Additional Credited Service shall not be

considered Accumulated Employee Contributions and are not subject to the

refund provisions for Participant Contribution Accounts under Article IV of

the Plan.

(iv) The County, as part of an employment contract with an Appointed Official,

may agree to pay for all or a portion of the cost of such Additional Credited

Service on behalf of such Appointed Official.

10.04 Credited Service Under USERRA for Contributory Plans

Credited Service shall be credited to Participants to the extent required by USERRA. To

the extent required by USERRA, the following provisions shall apply:

(a) An individual who is re-employed by the Employer under the terms of USERRA

shall not incur a Break in Service under the terms of this Plan.

(b) Upon reemployment with the Employer, a Participant‟s qualified military service is

deemed to be service with the Employer for purposes of Credited Service and

Vesting Service under the Plan. Only qualified military service for which a

Participant was discharged or separated under honorable conditions shall be

eligible to be counted as Credited Service.

(c) A Participant reemployed by the Employer under USERRA, is entitled to accrued

benefits that are contingent on the making of, or derived from, Employer Pick-up

Contributions only to the extent the Employee makes payment to the Plan with

respect to such contributions in accordance with Section 4.05 and USERRA. The

Participant must pay such contributions for the period of the qualified military

service in order to include Compensation for the time of the qualified military

service in the Participant‟s Average Monthly Compensation calculation. The

amount and timing of contributions required shall be determined in accordance

with USERRA.

43


BENEFITS

11.01 General

In general, the Trustee shall make benefit payments of any pension directly to the

Participant entitled to the payment. However, the County may request the Trustee to

purchase a Nontransferable Annuity contract to provide the benefits a Participant would

receive under this Plan. If the Trustee purchases a Nontransferable Annuity contract for the

benefit of a Participant, the Trustee may either assign the contract to the Participant or hold

the contract for the benefit of the Participant. The Trustee also may purchase a

Nontransferable Annuity contract for the benefit of a Beneficiary or a Surviving Spouse

entitled to a distribution for all or a portion of the Participant‟s Nonforfeitable Accrued

Benefit.

11.02 Suspension of Benefits

The Plan does not apply the suspension of benefits rules of Section 203(a)(3)(B) of the

Employee Retirement Income Security Act of 1974, as amended.

11.03 Merger of Plan

Neither the County nor the Trustee shall consent to, or be a party to, any merger or

consolidation of the Plan with another plan, or to a transfer of assets or liabilities to another

plan, unless immediately after the merger, consolidation or transfer, the surviving Plan

provides each Participant a benefit equal to or greater than the benefit each Participant

would have received had the Plan terminated immediately before the merger or

consolidation or transfer. However, the Trustee possesses the specific authority to enter

into a merger agreement or a direct transfer of assets agreements with the trustees of other

retirement plans described in Code Section 401(a) and to accept the direct transfer of plan

assets, or to transfer plan assets, as a party to any such agreement.

The Trustee may accept a direct transfer of plan assets on behalf of an Employee. If the

Trustee accepts such a direct transfer of plan assets, the Plan Administrator and Trustee

shall treat the Employee as a Participant for all purposes of the Plan except the Employee

may not make contributions to a Participant Contribution Account under Sections 4.01 or

4.02 of the Plan, nor shall the Employee accrue benefits, including any minimum Normal

Retirement Pension, until he actually becomes a Participant in the Plan.

11.04 Trustee-to-Trustee Transfer

Upon request by the County, and in the sole discretion of the Trustee, the County may be

permitted to amend the Plan to provide an election to Plan Participants to have all or a

portion of a Participant‟s Nonforfeitable Accrued Benefit transferred directly to another

qualified retirement plan sponsored by the County. Any transfer permitted under this

Section shall be evidenced in writing in an amendment to the Plan in accordance with the

provisions of Article XV.

44

11.05 Forfeiture of Benefits

All County contributions under the Plan shall be forfeited in the manner and to the extent

provided under O.C.G.A. Section 47-1-21 through Section 47-1-24, if the Participant is

convicted of a public employment, drug related, or other covered crime.

11.06 Payments to Minors or Legally Incompetent Persons

Whenever any benefit is to be paid to or for the benefit of any person who is a minor or

determined to be incompetent by qualified medical advice, the Plan Administrator need not

require the appointment of a guardian or custodian, but may cause the benefit to be paid to

the person having custody of the minor or incompetent, or to the minor or incompetent

without the intervention of a guardian or custodian, or to the legal guardian or custodian if

one has been appointed, or may cause the benefit to be used for the benefit of the minor or

incompetent.

11.07 Unclaimed Payments

If the Plan Administrator cannot ascertain the whereabouts of any Participant to whom a

payment is due, the Plan Administrator may direct that the payment and all remaining

payments otherwise due to the Participant be cancelled on the records of the Plan and the

amount thereof treated as a forfeiture and shall be used to reduce County contributions to

the Plan. If the Participant later notifies the Plan Administrator of his whereabouts and

requests the payments due to him, the County shall contribute to the Plan an amount equal

to the payment to be paid to him as soon as administratively feasible.

11.08 Assignment or Alienation

Neither a Participant nor a Beneficiary shall anticipate, assign or alienate (either at law or

in equity) any benefit provided under the Plan, and the Trustee shall not recognize any such

anticipation, assignment or alienation, including, but not limited to, any assignment

pursuant to a domestic relations order, subject to the following exceptions (a) federal tax

liens, (b) an assignment of Plan benefits for the provision of health care premiums, or (c) a

trustee-to-trustee transfer of a Participant‟s accrued benefit in accordance with Section

11.05 of the Plan. Furthermore, a benefit under the Plan is not subject to attachment,

garnishment, levy, execution or other legal or equitable process.

11.09 No Decrease in Benefits by Change in Social Security

In the case of a Participant or Beneficiary who is receiving benefits under this Plan or a

Participant who has Terminated Employment with the County and has a vested Accrued

Benefit under this Plan, any increase in the taxable wage base or the benefit level payable

under Title 11 of the Social Security Act shall not affect the way benefits are payable under

this Plan to such Participant or Beneficiary. The Plan does not permit the recalculation of

any benefits accrued before the Termination of Employment of a Participant on the basis of

changes in Social Security benefit levels or the taxable wage base in effect after

reemployment with the County.

45

11.10 Limitation on Benefit

(a) Maximum Annual Benefit.

Notwithstanding any provision of the Plan to the contrary, in no event shall the

amount of a Participant‟s “annual benefit” payable under the Plan, calculated as a

single-life annuity commencing between age sixty-two (62) and age sixty-five (65),

exceed the dollar limitation set forth in Code Section 415(b)(1)(A) (for purposes of

this Section, the “Maximum Permissible Dollar Limitation”); provided, effective

the first day of each calendar year, the Maximum Permissible Dollar Limitation

($205,000 for 2013) shall be automatically adjusted by multiplying such limit by

the cost-of-living adjustment factor prescribed by the Secretary of the Treasury

under Code Section 415(d) in such manner as the Secretary of the Treasury shall

prescribe. The Maximum Permissible Dollar Limitation, as adjusted, shall apply to

the Limitation Year ending within the calendar year of the date of the adjustment.


Maximum Permissible Dollar Limitation shall be adjusted annually permitting an

increase in a Participant‟s periodic payments effective for payments due on or after

January 1 of the limitation year for which the increase in the limitation year is

effective. The adjusted Maximum Permissible Dollar Limitation shall be equal to

the greater of the amount that would be permitted without regard to the adjustment

multiplied by a fraction, the numerator of which is the Maximum Permissible

Dollar Limitation taking into account the adjustment and the denominator of which

is the Maximum Permissible Dollar Limitation in effect for the immediately

preceding Limitation Year. The Maximum Permissible Dollar Limitation shall be

adjusted for each Limitation Year by multiplying the limitation applicable for the

immediately preceding limitation year by an annual adjustment factor, with any

result that is not a multiple of $5,000 rounded down to the next lowest multiple of

$5,000. The “annual adjustment factor” is a fraction, the numerator of which is the

value of the applicable index for the calendar quarter ending September 30 of the

calendar year preceding the calendar year for which the adjustment is being made

and the denominator of which is the value of such index for the calendar quarter

beginning July 1, 2001; provided that if the fraction determined under this sentence

is less than one (1), then such fraction shall be deemed to be equal to (1). The

“applicable index” is determined consistent with the procedures to adjust benefit

amounts under Section 215(i)(2)(A) of the Social Security Act (92 P.L. 336).

(b) Annualized Benefit.

For purposes of this Section, “annual benefit” means the benefit under the Plan

expressed on an annualized basis (exclusive of any benefit not required to be

considered for purposes of applying the limitations of Section 415 of the Code to

the Plan) payable in the form of a straight life annuity with no ancillary benefit. An

ancillary benefit is any benefit which is not directly related to retirement income

benefits, such as pre-retirement disability benefits and death benefits. If a benefit is

payable in any other form, the “annual benefit” limitation shall be applied by

46

adjusting it to the equivalent of a straight life annuity in accordance with the

regulations of the Secretary of the Treasury. For purposes of such adjustment, the

actuarially equivalent straight life annuity benefit shall be equal to the greater of (i)

the equivalent annual benefit payable to the Participant commencing at the same

annuity starting date, computed using the interest rate and mortality table specified

in the first sentence of Section 1.04 (Actuarial Equivalence) under the Plan; or (ii)

the equivalent annual benefit payable to the Participant commencing at the same

annuity starting date, computed using a 5 percent interest assumption and the

applicable mortality table described in Revenue Ruling 2001-62, or, for Limitation

Years beginning on or after January 1, 2008, the applicable mortality table

described in Section 1.417(e)-1(d)(2) of the Treasury Regulations for that annuity

starting date

(c) Single Plan.

For purposes of the maximum limitation of this Section all defined benefit plans

maintained by the County shall be viewed as a single plan. Benefits provided under

a “qualified governmental excess benefit arrangement” as defined in Code Section

415(m)(3) and as provided for in Article XVI of the Plan shall not be taken into

account for purposes of the maximum limitation of this Section.

(d) Actuarial Adjustment When Benefits Commence Before Age Sixty-Two (62).

If the Participant‟s annual benefit begins prior to age sixty-two (62), the Maximum

Permissible Dollar Limitation applicable to the Participant at such earlier age is an

annual benefit payable in the form of a single-life annuity, beginning at the earlier

age that is the actuarial equivalent of the Maximum Permissible Dollar Limitation

applicable to the Participant at age sixty-two (62) (adjusted under (f) below, if

required).

Effective for Limitation Years prior to January 1, 2008, the Maximum Permissible

Dollar Limitation applicable at an age prior to age sixty-two (62) is determined as

the lesser of (i) the actuarial equivalent (at such age) of the Maximum Permissible

Dollar Limitation computed using the interest rate and mortality table (or other

tabular factor) specified in Section 1.04 of the Plan, and (ii) the Actuarial

Equivalent (at such age) of the Maximum Permissible Dollar Limitation

determined using a five-percent (5%) interest rate and the applicable mortality table

as defined in Section 1.04 of the Plan. Any decrease in the Maximum Permissible

Dollar Limitation determined in accordance with this paragraph shall not reflect a

mortality decrement if benefits are not forfeited upon the death of the Participant.

If any benefits are forfeited upon death, the full mortality decrement is taken into

account.


Maximum Permissible Dollar Limitation applicable at an age prior to age sixty-two

(62) is determined as the actuarial equivalent of the annual amount of a straight life

annuity commencing on the Annuity Starting Date that has the same actual present

47

value as a deferred straight life annuity commencing at age sixty-two (62), where

annual payments under the straight life annuity commencing at age sixty-two (62)

are equal to the adjusted Maximum Permissible Dollar Limitation and where the

actuarial equivalent straight life annuity is computed assuming a five percent (5%)

interest rate and the applicable mortality table that is effective for that Annuity

Starting Date under Regulations Section 1.417(e)-1(d)(2) (expressing the

Participant‟s age based on completed calendar months as of the Annuity Starting

Date). However, the age-adjusted Maximum Permissible Dollar Limitation shall

be less if the age-adjusted Maximum Permissible Dollar Limitation described in the

immediately preceding sentence is greater than the adjusted Section Maximum

Permissible Dollar Limitation multiplied by the ratio of the annual amount of the

immediately commencing straight life annuity under the Plan to the annual amount

of the straight life annuity under the Plan commencing at age sixty-two (62), with

both annual amounts determined using the Plan factors for determining the

Accrued Benefit of the Participant and without applying the limitation rules under

this Section 11.10. No adjustment for mortality shall be taken into account in

performing the first calculation required by this paragraph to the extent permitted

by Regulations Section 1.415(b)-1(d)(2).

The requirements of this Section 11.10(d) do not apply to a distribution on account


(e) Actuarial Adjustment When Benefits Commence After Age Sixty-Five (65).

If the Participant‟s benefit begins after the Participant attains age sixty-five (65),

the Maximum Permissible Dollar Limitation applicable to the Participant at the

later age is the annual benefit payable in the form of a single-life annuity, beginning

at the later age that is actuarially equivalent to the Maximum Permissible Dollar

Limitation applicable to the Participant at age sixty-five (65) (adjusted under (f)

below, if required).

Effective for Limitation Years prior to January 1, 2008, the actuarial equivalent of

the Maximum Permissible Dollar Limitation applicable at an age after age

sixty-five (65) is determined as (i) the lesser of the actuarial equivalent (at such

age) of the Maximum Permissible Dollar Limitation computed using the interest

rate and mortality table (or other tabular factor) specified in Section 1.04 of the

Plan, and (ii) the Actuarial Equivalent (at such age) of the Maximum Permissible

Dollar Limitation computed using a five-percent (5%) interest rate assumption and

the applicable mortality table as defined in Section 1.04 of the Plan. For these

purposes, mortality between age sixty-five (65) and the age at which benefits

commence shall be ignored.


Actuarial Equivalent of the Maximum Permissible Dollar Limitation applicable at

an age after age sixty-five (65) is determined as the actuarial equivalent of the

annual amount of a straight life annuity commencing on the Annuity Starting Date

that has the same actual present value as a straight life annuity commencing at age

48

sixty-five (65), where annual payments under the straight life annuity commencing

at age sixty-five (65) are equal to the adjusted Maximum Permissible Dollar

Limitation and where the actuarial equivalent straight life annuity is computed

using a five percent (5%) interest rate and the applicable mortality table under

Regulations Section 1.417(e)-1(d)(2) that is effective for that Annuity Starting Date

(expressing the Participant‟s age based on completed calendar months as of the

Annuity Starting Date). However, the age-adjusted Maximum Permissible Dollar

Limitation shall be less if the age-adjusted Maximum Permissible Dollar

Limitation described in the immediately preceding sentence is greater than the

adjusted Maximum Permissible Dollar Limitation multiplied by the adjustment

ratio, which is equal to the ratio of the “adjusted immediately commencing straight

life annuity” described in Regulations Section 1.415(b)-1(e)(ii) to the “adjusted age

65 straight life annuity” described in Regulations Section 1.415(b)-(1)(e)(iii). No

adjustment for mortality shall be taken into account in performing the first

calculation required by this paragraph to the extent permitted by Regulations

Section 1.415(b)-1(e)(3).

(f) Actuarial Adjustment When Benefits Commence With Less Than Ten Years of

Participation.

If a Participant has completed less than ten (10) years of participation in the Plan as

of the date such Participant begins to receive retirement income benefits, the

Maximum Permissible Dollar Limitation shall be adjusted by multiplying such

limitation by a fraction, the numerator of which is the number of the Participant‟s

years of participation as of such date (and any fraction thereof) and the denominator

of which is ten (10). Notwithstanding the above, in no event shall the limitations

contained in this Section 11.10(f) reduce the Maximum Permissible Dollar

Limitation to an amount less than one-tenth (1/10) of the Maximum Permissible

Dollar Limitation (as determined without regard to this Section). To the extent

provided in Regulations promulgated by the Secretary of the Treasury, this Section

11.10(f) shall be applied separately with respect to each change in the benefit

structure of the Plan.

The requirements of this Section 11.10(f) do not apply to a distribution on account


(g) Special Limitation for a Qualified Participant.

If a Participant is a “qualified participant” as defined under Code Section

415(b)(2)(H) and applicable Regulations under Section 415 of the Code, such

Participant may retire before age sixty-two (62), without a reduction in the

Maximum Permissible Dollar Limitation, if at least fifteen (15) years of service is

required to receive a full benefit under the Plan.

49

(h) Ancillary Benefits.

“Ancillary Benefits” (i.e., benefits which are not directly related to retirement

income benefits, or as otherwise defined in Code Section 415(b)(2)(B)) shall not

count toward the Maximum Permissible Dollar Limitation. Such Ancillary

Benefits include pre-retirement disability benefits and death benefits.

(i) Limitation Year.

For purposes of determining “Annual Benefits,” the Limitation Year shall be the

calendar year.

(j) Controlled Groups.

In the case of a group of employers which constitutes either a controlled group of

corporations, trades or businesses under common control defined in Section

1563(a) or Section 414(b) as modified by Section 415(h) and Section 414(c), such

employers shall be considered a single employer for purposes of applying the

limitation of Section 415 of the Code.

(k) Total Annual Payments Not In Excess of $10,000.

The annual benefit (without regard to the age at which benefits commence) payable

with respect to a Participant is not considered to exceed the limitations on benefits

described in Section 11.10(a) if:

(i) The benefits (other than benefits not taken into account in the computation

of the annual benefit under the rules of Regulations Section 1.415(b)-1(b)

and (c)) payable with respect to the Participant under the Plan and all other

defined benefit plans of the Employer do not in the aggregate exceed

$10,000 (as adjusted under Regulations Section 1.415(b)-1(g)) for the

Limitation Year, or for any prior Limitation Year; and

(ii) The Employer has not at any time maintained a defined contribution plan in

which the Participant participated.

50

ARTICLE XII: COUNTY ADMINISTRATIVE PROVISIONS

12.01 Information to Plan Administrator

The County shall supply current information to the Plan Administrator as to the name, date

of birth, Employment Commencement Date, annual Compensation, Leaves of Absences,

Vesting, Eligibility, and Credited Service and date of Termination of Employment of each

Employee who is, or who will be eligible to become, a Participant under the Plan, together

with any other information which the Plan Administrator considers necessary. The

County‟s records as to the current information the County furnishes to the Plan

Administrator shall be conclusive as to all persons.

12.02 Indemnity of Trustees

To the extent permitted by federal, state, or local law, the County agrees to indemnify and

save harmless the Trustees, and each of them, from and against any and all losses resulting

from liability to which the Trustees may be subjected by reason of any act or conduct

(except willful misconduct or gross negligence) in their official capacities in the

administration of the Plan, including all expenses reasonably incurred in their defense, in

case the County fails to provide such defense. Notwithstanding the foregoing, the

indemnification provisions of this Section 12.03 shall not relieve the Trustees from any

liability they may have for breach of a fiduciary duty.

12.03 Amendment to Vesting Schedule

Although the County reserves the right to amend the vesting schedule at any time, the Plan

Administrator shall not apply the amended vesting schedule to reduce the Non-forfeitable

percentage of any Participant‟s Accrued Benefit derived from County contributions

(determined as of the later of the date the County adopts the amendment, or the date the

amendment becomes effective) to a percentage less than the Non-forfeitable percentage

computed under the Plan without regard to the amendment.

If the County makes a permissible amendment to the vesting schedule, each Participant

having at least three (3) years of Vesting Service with the County may elect to have the

percentage of his Non-forfeitable Accrued Benefit computed under the Plan without regard

to the amendment. The Participant must file his election with the Plan Administrator within

sixty (60) days of the latest of (a) the County‟s adoption of the amendment; (b) the

effective date of the amendment; or (c) his receipt of a copy of the amendment. The Plan

Administrator, as soon as practicable, shall forward a true copy of any amendment to the

vesting schedule to each affected Participant, together with an explanation of the effect of

the amendment, the appropriate form upon which the Participant may make an election to

remain under the vesting schedule provided under the Plan prior to the amendment and

notice of the time within which the Participant must make an election to remain under the

prior vesting schedule. For purposes of this Section, an amendment to the vesting schedule

includes any Plan amendment which directly or indirectly affects the computation of the

Non-forfeitable percentage of an Employee‟s rights to his County-derived Accrued

Benefit.

51

ARTICLE XIII: PARTICIPANT ADMINISTRATIVE PROVISIONS

13.01 Beneficiary Destination

Any Participant may from time to time designate, in writing, any person or persons to

whom the Trustee shall pay various death benefits provided under the Plan in the event of

his death. The Plan Administrator shall prescribe the form for the written designations of

Beneficiary which, upon the Participant‟s filing the form with the County or Plan

Administrator, shall revoke all designations filed prior to that date by the same Participant.

Beneficiary designations may be made and/or maintained electronically, if the County has

established a method that is reasonably calculated to provide accurate results.

13.02 No Beneficiary Designation

If a Participant fails to name a Beneficiary in accordance with Section 13.01 of the Plan, or

if the Beneficiary named by a Participant predeceases him or dies before complete

distribution of all benefits payable under the Plan, then the Trustee shall pay such benefits

in accordance with Article IX of the Plan in the following order of priority:

(a) To the Participant‟s Surviving Spouse; or

(b) if no Spouse is alive, to the Participant‟s surviving children, including legally

adopted children, in equal shares; or

(c) if no children are alive, to the Participant‟s surviving parents, in equal shares; or

(d) if no parent is alive, to the legal representative of the estate of the last to die of the

Participant and his Beneficiary.

The Plan Administrator shall direct the Trustee as to the method and to whom the Trustee

shall make payment under this Section 13.02. If no Beneficiary can be determined in

accordance with (a) through (d) above, the Participant‟s benefits shall remain a part of the

Plan‟s assets until his Beneficiary is found.

13.03 Personal Data to Plan Administrator

Each Participant and each Beneficiary of a deceased Participant must furnish to the Plan

Administrator such evidence, data or information as the Plan Administrator considers

necessary or desirable for the purpose of administering the Plan. The provisions of this

Plan are effective for the benefit of each Participant upon the condition precedent that each

Participant will furnish promptly full, true and complete evidence, data and information

when requested by the Plan Administrator, provided the Plan Administrator shall advise

each Participant of the effect of his failure to comply with its request.

13.04 Address for Notification

Each Participant and each Beneficiary of a deceased Participant shall file with the Plan

Administrator from time to time, in writing, his post office address and any change of post

52

office address. Any communication, statement or notice addressed to a Participant or

Beneficiary, at his last post office address filed with the Plan Administrator or shown on

the records of the County, shall bind the Participant or Beneficiary for all purposes of this

Plan.

13.05 Notice of Change in Terms

The Plan Administrator shall furnish all Participants and Beneficiaries a summary

description of any material amendment to the Plan or notice of discontinuance of the Plan

and all other information required herein to be furnished without charge.

13.06 Litigation Against the Trust

If any legal action filed against the Trustee or against any individual(s) acting as the Plan

Administrator, by or on behalf of any Participant or Beneficiary, results adversely to the

Participant or to the Beneficiary, the Trustee shall reimburse itself or the Plan

Administrator all costs and fees expended by it or them by surcharging all costs and fees

against the sums payable under the Plan to the Participant or to the Beneficiary, but only to

the extent a court of competent jurisdiction specifically authorizes and directs such

surcharges and only to the extent the Code does not prohibit any such surcharges.

13.07 Information Available

Any Participant in the Plan or any Beneficiary may examine copies of the Plan, the Plan

description, latest annual report, any bargaining agreement, contract, or any other

instrument under which the Plan was established or is operated. The Plan Administrator

will maintain all of the items listed in this Section 13.07 in his office, or in such other place

or places as he may designate from time to time in order to comply with all applicable

regulations, for examination during reasonable business hours. Upon the written request of

a Participant or Beneficiary the Plan Administrator shall furnish him with a copy of any

item listed in this Section 13.07. The Plan Administrator may make a reasonable charge to

the requesting person for the copy so furnished. The Plan Administrator may provide

Participants with any information required under any applicable federal or State of Georgia

law via electronic communication, provided the electronic communication is not

prohibited under such laws and the method of electronic communication is reasonably

calculated to provide accurate results. A Beneficiary‟s right to (and the {Plan

Administrator‟s or a Trustee‟s duty to provide to the Beneficiary) information or data

concerning the Plan, shall not arise until the Beneficiary first becomes entitled to receive a

benefit under the Plan.

13.08 Appeal Procedure for Denial of Benefits

(a) The Plan Administrator shall provide adequate notice in writing to any Participant

or to any Beneficiary (“Claimant”) whose claim for benefits under the Plan has

been denied. The Plan Administrator‟s notice to the Claimant shall set forth:

(i) The specific reason for the denial;

53

(ii) Specific references to pertinent Plan provisions providing the basis for

denial;

(iii) A description of any additional material and information needed for the

Claimant to perfect his claim and an explanation of why the material or

information is needed;

(iv) A statement that any appeal the Claimant wishes to make of the adverse

determination must be in writing to the Retirement Plans Management

Committee of the Gwinnett County Public Employee Retirement System

(the “RPMC”), or its delegate, within seventy-five (75) days after receipt of

the Plan Administrator‟s written notice of denial; and

(v) A statement that failure to provide the written appeal of the adverse

determination to the RPMC or its delegate in writing within the

seventy-five (75) day period will render the Plan Administrator‟s

determination final, binding and conclusive.

(b) Alter receiving written notice of the denial of a claim, a Claimant or his

representative may:

(i) request a review of the denial by written application of the RPMC or its

delegate;

(ii) review pertinent documents; and

(iii) submit issues and comments in writing to the RPMC or its delegate.

(c) The RPMC, or such committee that the RPMC establishes under its bylaws to

review appeals for the denial of benefits, shall review any appeal made pursuant to

this Section 13.08. No later than sixty (60) days following the receipt of the written

application for review, the RPMC or its delegate shall submit its decision on the

review in writing to the Claimant and to his representative, if any. However, a

decision on the written application for review may be extended, if special

circumstances require an extension of time, to a day no later than one hundred

twenty (120) days after the date of receipt of the written application for review.

The decision shall include specific reasons for the decision and specific references

to the pertinent provisions of the Plan on which the decision is based.

54

ARTICLE XIV: CONTRIBUTIONS AND ADMINISTRATION OF FUNDS

14.01 Use of Trust Fund

The terms of the Trust shall govern the establishment of the Trust Fund from which the

benefits provided by the Plan shall be paid. All contributions paid over to the Trustees shall

be invested in accordance with the terms of the Plan and Trust.

14.02 Use of Group Annuity Contracts

In the discretion of the Trustee, the Plan may use one or more group annuity contracts as a

funding vehicle in lieu of or in addition to the Trust. In the event of any conflict between

terms of the Plan and those of any such group annuity contract, the terms of the Plan shall

control.

14.03 Amount of County Contributions

The County shall contribute to the Trust Fund such amounts that are necessary to fund

benefits under the Plan, and shall contribute such additional amounts as the Trustees (based

on the recommendation of the Actuary and Plan Administrator) deem necessary or

desirable to maintain the actuarial soundness of the Plan. The Trustees may establish a

formal funding policy for this purpose.

14.04 Use of Forfeitures

Forfeitures and investment income attributable to contributions shall be used to reduce

County contributions.

14.05 Contingent Nature of County Contributions

Contributions made by the County are hereby made expressly contingent on the

maintenance of the qualified status by the Plan for the year with respect to which such

contribution is made.

14.06 Form of County Contribution

The County may pay its contributions to the Trustees or Trust Fund manager in cash or

cash equivalent or, if acceptable to the Trustees or Trust Fund manager, marketable

securities.

14.07 Exclusive Benefit

Except as provided under Article III, Article XI, Section 14.06, and Section 15.06, the

County shall have no beneficial interest in any asset of the Trust or Trust Fund and no part

of any asset in the Trust or Trust Fund shall ever revert to or be repaid to the County, either

directly or indirectly; nor prior to the satisfaction of all liabilities with respect to the

Participants and their Beneficiaries under the Plan, shall any part of the corpus or income

55

of the Trust Fund, or any asset of the Trust, be (at any time) used for or diverted to purposes

other than the exclusive benefit of the Participants or their Beneficiaries.

14.08 Condition for Refund of Contributions

Notwithstanding Section 14.07 of the Plan, if and to the extent permitted by the Code and

other applicable laws and regulations thereunder, upon the County‟s request, a contribution

which is made by a mistake in fact shall be returned to the County within one (1) year after

the mistaken payment of the contribution.

14.09 Evidence

Anyone required to give evidence under the terms of the Plan may do so by certificate,

affidavit, document or other information which the person to act in reliance may consider

pertinent, reliable and genuine, and to have been signed, made or presented by the proper

party or parties. The Trustees shall be fully protected in acting and relying upon any

evidence described under the immediately preceding sentence.

14.10 No Responsibility for County Action

The Trustees shall have no obligation or responsibility with respect to any action required

by the Plan to be taken by the County, any Participant or eligible Employee.

14.11 Waiver of Notice

Any person entitled to notice under the Plan may waive the notice.

14.12 Successors

The Plan shall be binding upon all persons entitled to benefits under the Plan, their

respective heirs and legal representatives, upon the County, its successors and assigns, and

upon the Plan Administrator and its successors.

14.13 Word Usage

Words used in the masculine shall apply to the feminine where applicable, and wherever

the context of the County‟s Plan dictates, the plural shall be read as the singular and the

singular as the plural.

14.14 State Law

The laws of the State of Georgia shall determine all questions arising with respect to the

provisions of this Agreement except to the extent Federal statute supersedes State law.

14.15 Employment Not Guaranteed

Nothing contained in this Plan, or any modification or amendment to the Plan, or in the

creation of any account, or the payment of any benefit, shall give any Employee,

Participant, or Beneficiary any right to continue employment, any legal or equitable right

56

against the County or an Employee of the County, or against the Trustee or its agents or

employees, or against the Plan Administrator, except as expressly provided by the Plan or

by a separate agreement.

57

ARTICLE XV: AMENDMENT AND TERMINATION

15.01 Amendment by the County

The Plan may be amended at any time and from time to time, in the sole discretion of the

County, by a written instrument executed by the County. Each amendment shall state the

date to which it is either retroactively or prospectively effective. Any amendment which is

required by the Internal Revenue Service in order for the Plan or Trust to qualify or

continue to be qualified under the applicable provisions of the Code, or which in the

judgment of the County is necessary or appropriate to such qualifications or continued

qualification, may be made effective retroactively.

15.02 Limitations on Amendments

(a) No amendment shall be made that would jeopardize the qualified status of the Plan.

(b) No amendment shall authorize or permit any portion of the Trust Fund (other than

the part which is required to pay investment or administration expenses) to be used

for or diverted to purposes other than for the exclusive benefit of the Participants or

their Beneficiaries.

(c) No amendment shall have the effect of decreasing a Participant‟s Non-forfeitable

Accrued Benefit, including a change in the actuarial assumptions or in the

Compensation levels used to determine a Participant‟s Normal Retirement Pension.

(d) No amendment shall affect the rights, duties, or responsibilities of the Trustees

without the written consent of the Trustees.

15.03 Termination or Freeze by the County

By establishing the Plan, the County represents that the Plan is intended to be a permanent

and continuing program for providing benefits to the Participants therein. However, the

County shall have the right, at any time, to suspend or discontinue the Plan, and to

terminate the Plan. The Plan shall terminate or freeze upon action of the County provided

the County gives the Trustees ninety (90) days prior notice of termination.

15.04 Effect of Termination

Upon termination of the Plan by the County, the provisions of Sections 15.08 of the Plan

(relating to 100% vesting), 15.05 of the Plan (relating to allocation of Plan assets), and

15.06 of the Plan (relating to Plan assets in excess of Plan benefits) shall apply.

15.05 Distribution Upon Termination of Trust

If the County terminates the Plan, the Trustees shall allocate assets of the Plan among the

Participants and Beneficiaries according to the following priorities:

58

(a) Benefits payable as an annuity, in the case of the benefit of a Participant or

Beneficiary which was in pay status as of the termination date of the Plan, each

such benefit, based on the provisions of the Plan under which such benefit would be

the least;

(b) All other Nonforfeitable benefits under the Plan; and

(c) Any other benefits under the Plan.

If assets are insufficient to provide all benefits under the Plan, the Trustee shall allocate

such assets to satisfy obligations within each category by order of priority. If assets are

insufficient to provide all benefits under a priority category, the Trustee shall allocate

assets to Participants within that category in the ratio which each Participant‟s total benefit

bears to the total benefits of all Participants within that category.

15.06 Over-funding

If the County has over-funded the Plan at the time it terminates the Plan, the Trustee may

return the amount by which the County has over-funded the Plan to the County after all

liabilities under the Plan have been paid. The Plan‟s Actuary shall determine the amount of

the over-funding. The County shall state by written request to the Trustee the amount of

any over-funding it wishes the Trustee to return to it upon termination of the Plan.

15.07 Notice Requirements

Prior to the termination of the Plan, the County shall hold a hearing after giving prior

written notice to each Employee stating the time, location, and purpose of such hearing, in

addition to any other notice required by law. The purpose of such hearing shall be to

provide information to and answer any question from the Employees as to any successor

trustees, the provisions of any successor plan, the differences between the Plan and any

successor plan, any effects of the proposed termination or withdrawal on the Employees,

and all other relevant information.

15.08 Full Vesting on Termination

Notwithstanding any other provision of this Plan to the contrary, upon either full or partial

termination of the Plan or the discontinuance of contributions under the Plan (i.e. a freeze),

under Section 15.03 of the Plan, the Accrued Benefit of those Participants, Beneficiaries,

and joint annuitants affected shall become one hundred percent (100%) vested and

Non-forfeitable to the extent funded.

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ARTICLE XVI: QUALIFIED GOVERNMENTAL EXCESS BENEFIT

ARRANGEMENT

16.01 Section 415(m) Arrangement

This Article XVI shall provide additional benefits under the Plan for Participants whose

Accrued Benefit exceeds the Maximum Permissible Dollar limitation under Section 11.10

of the Plan. The benefits provided under this Article XVI are intended to be provided under

a qualified governmental excess benefit arrangement within the meaning of Section

415(m) of the Code and shall consist only of excess benefits that would otherwise be

payable under the terms of Plan except for the limitations imposed by Code Section 415

and Section 11.10 of the Plan.

16.02 Benefits

The amount of monthly benefit payable to a Participant under this Article XVI shall be

determined by subtracting the amount determined under subsection (b) from the amount

determined under subsection (a) where (a) and (b) are:

(a) The amount of Pension payable to the Participant under the Plan, in the form of

distribution elected by the Participant, disregarding Code Section 415 maximum

benefits provisions of Section 11.10.

(b) The amount of Pension payable to such a Participant under the Plan in the form of

distribution elected by the Participant, as limited by Section 11.10.

Any cost of living adjustment otherwise applicable to the Pension payable under the Plan

shall also apply to the excess benefits payable under this Article XVI.

16.03 Payments to Participants

Payment of excess benefits under this Article XV shall be made in the same form and at the

same time as Pension payments under the Plan. Any designation of Beneficiary under the

Plan shall also apply to the excess benefits payable under this Article.

16.04 Benefits Upon Reemployment

If a Participant who is receiving benefits under the Plan is reemployed by the County, any

excess benefits payable under this Article shall be treated in the same manner as his

Pension payments under the Plan.

16.05 Limitation on Benefits

In no event shall a Participant be entitled to receive total benefits from the Plan, including

the benefits payable under this Article XVI, in excess of the benefits he would have

received under the Plan had the limitations under Code Section 415 not applied to the Plan.

60

16.06 Errors and Omissions

If an error or omission is discovered in the calculation of excess benefits under this Article

XVI, appropriate, equitable adjustments may be made as soon as administratively

practicable following the discovery of such error or omission.

16.07 Taxes

If all or any part of any Participant‟s or Beneficiary‟s benefits under this Article XVI shall

be determined by the Internal Revenue Service to be subject to federal income tax in an

earlier year than such benefit otherwise becomes distributable under the Plan, the

Participant or Beneficiary shall have the right to receive an immediate benefit in an amount

equal to the amount upon which the income tax due is based. If all or any part of any

Participant‟s or Beneficiary‟s benefit under the Plan shall become subject to any estate,

inheritance, income, employment or other tax which the County shall be required to pay or

withhold, the County shall have the full power and authority to withhold and pay such tax

out of distributions to the Participant or Beneficiary whose interests are so affected.

16.08 Source of Funds

Except as otherwise provided below, the County shall provide the excess benefits

described in this Article from its general assets and ultimately shall have the obligation to

pay all excess benefits due to Participants and Beneficiaries under this Article. No

contribution from any Participant shall be required or permitted to fund the excess benefits

under this Article. The County may provide for a separate rabbi trust to be used to fund the

benefits payable under this Article. To the extent that funds in such trust are sufficient, the

trust assets shall be used to pay benefits under this Article. If such trust assets are not

sufficient to pay such benefits due, then the County shall have the obligation, and the

Participant or Beneficiary, who is due such benefits, shall look to the County to provide

such benefits.

16.09 Trust

The County shall transfer all or any portion of the funds necessary to fund benefits accrued

under this Article to the Board of Trustees to be held and administered by the Trustees

pursuant to the terms of the rabbi trust agreement. Each transfer into the trust shall be

irrevocable as long as the County has any liability or obligations under this Article to pay

excess benefits, such that the trust property is in no way subject to use by the County,

provided, it is the intent of the County that the assets held by the trust are and shall remain

at all times subject to the claims of the general creditors of the County in the case of

insolvency as defined in the rabbi trust document. No Participant or Beneficiary shall have

any interest in the assets held by the trust or in the general assets of the County other than as

a general, nonsecured creditor. Accordingly, neither the County nor the Trustees shall

grant a security interest in the assets held by the trust in favor of the Participants,

Beneficiaries or any creditor.

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Executed the ____ day of December, 2013.


By: _______________________________

Chairman




Document comparison by Workshare Compare on Monday, November 25, 2013 11:22:24 AM

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Document 1 ID interwovenSite://MMMIMAN/MMMDMS1/8362263/1

Description #8362263v1<MMMDMS1> - Gwinnett County Defined Benefit Plan Restatement 2013

Document 2 ID interwovenSite://MMMIMAN/MMMDMS1/8362263/3

Description #8362263v3<MMMDMS1> - Gwinnett County Defined Benefit Plan Restatement 2013

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· Gwinnett County, Georgia Retirement Plans Management Committee December 2, 2013 Regular Meeting...

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Transcript of · Gwinnett County, Georgia Retirement Plans Management Committee December 2, 2013 Regular Meeting...