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04/19/2000 Agreement 1l9annp lL. i&olbage BRANCH OFFICE 3117 OVERSEAS InGHWA Y MARATIlON, FLORIDA 33050 TEL. (305) 289-6027 FAX (305) 289-1745 CLERK OF THE CIRCUIT COURT MONROE COUNTY 500 WHITEHEAD STREET KEY WEST, FLORIDA 33040 TEL. (305) 292-3550 FAX (305) 295-3660 BRANCH OFFICE 88820 OVERSEAS InGHWAY PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 FAX (305) 852-7146 MEMORANDUM DATE: May 3, 2000 TO: Sheila Barker, Director Human Resources Division Pamela G. Hanco~ Deputy Clerk U FROM: 2000 At the April 19, ~, Board of County Commissioner's meeting the Board adopted Resolution No. 161-2000 approving the Variable Annuity Life Insurance Company (V ALIC), an alternative provider of a qualified deferred compensation plan, to offer their plan to County employees. Enclosed please find a copy of the above for your handling, as well as the contracts. Should you have any questions, please do not hesitate to contact this office. Cc: County Administrator wlo document County Attorney Finance File ./ Belle DeSantis ~J 't,~v " r t Sheila A. Bar it Senior Dir cto . .. uman Resources .. .I BOCC Meeting/~ April 19, 2000 Item 0-3 OK'!~Y ~o~!:!~E (305) 294-4641 Human Resources Department 5100 College Road Key West, FL 33040 (305) 292-4537 Date: April 27, 2000 To: From: Subject: (-.' --- BOARD OF COUNTY COMMISSIONERS MAYOR Shirley Freeman District 3 Wilhelmina Harvey, District I George Neugent, District 2 Nora Williams, District 4 Mary Kay Reich, District 5 MEMORANDUM --------------------------------------------------------------------------------------------------------------------- Attached you will find the Resolution and Attachments to Item 0-3 for the approval of offering Valic as an alternative provider of a Deferred Compensation Plan. This item was bulk approved. Suzanne Hutton approved the resolution for legal sufficiency but all I received back was a faxed copy. I am enclosing that along with a clean copy of the resolution for execution. Also attached for execution find: Employer Appointment of Agent - Form 2678 Administrative Services Agreement Amendment to Deferred Compensation Plan Portfolio Director Plus Group Master Application If you have any questions, please call me. I 1!lannp 1.. Itolbagt BRANCH OmCE 3117 OVERSEAS HIGHWAY MARATIION, FLORIDA 33050 TEL. (305) 289-6027 FAX (305) 289-1745 CLERK OF THE CIRCUIT COURT MONROE COUNTY SOO WHITEHEAD STREET KEY WESt, FLORIDA 33040 TEL. (305) 292-3550 FAX (305) 295-3660 BRANCH OmCE 88820 OVERSEAS HIGHWAY PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 FAX (305) 852-7146 MEMORANDUM DATE: May I, 2000 TO: Sheila A. Barker, Senior Director Human Resources Division Pamela G. Hancock, Deputy cled FROM: Our office is prepared to execute the Resolution and attachments regarding V ALIC as an alternative provider of a Deffered Compensation Plan. However, page 13 of the Amendment to Deferred Compensation Plan does not contain the effective/through dates. In speaking with Assistant County Attorney Suzanne Hutton she suggested that you list the BOCC approval date as the effective date, and use the termination information as listed in Administrative Services Agreement, Article V - Miscellaneous for the through date (see attached). Once you have completed this information on each set of the above our office will execute this document on behalf of Monroe County. Should you have any questions please feel free to contact our office. cc: S. Hutton f --h r-o t~? II VI. VI hI tj + k' r In; l'1o+e~P p (A. rtLl vl~ C'rl f' (II r t~l V) (! +- (. c e S I'"~.t- ~J I,) I' ,/ './7 I /Jr r I" iJ riff-.{f 1 (: (l 'l-\ - / i ci .-f-e r r'Yl ; rl A 1,' Ci r'/ . b 1 e; +1 ~ e ,- .i--)1 ~ C +J/1 t' r :. ~I'-. \ W ~\ J ~ .. AYY 1~ \~~ ~~jV hV'~ -4 oo{ ~ o "r1J ~'\ ' \ >( Board of County Commissioners RESOLUTION NO. 16 L2000 A RESOLUTION APPROVING THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (VALle), AN ALTERNATIVE PROVIDER OF A QUALIFIED DEFERRED COMPENSATION PLAN, TO OFFER THEm PLAN TO COUNTY EMPLOYEES. WHEREAS, the Monroe County Board of County Commissioners granted the County Administrator the right to negotiate with providers of deferred compensation plans by passage of Ordinance No. 037-1998, WHEREAS, the County Administrator has selected a provider whose plan is qualified under section 457(b) of the Internal Revenue Code of 1986, as amended. Said section provides for the deferral of income for income tax purposes until the income is actually received by the participant, but is not deferred for social security coverage. WHEREAS, the Monroe County Board of County Commissioners grant approval to sign the necessary documents to allow Valic to become a deferred compensation provider to Monroe County Employees. This resolution shall become effective when said documents are fully executed. PASSED AND ADOPTED by the Board of County Commissioners of Monroe C~unty,-Florida, at a regular meeting of said Board held on the 19th day of April, 2000. A~;.l?~~"6~;,:~ (!'~,.(,~-~.',/J>~ P.:;.9':;;c:!;~~ ''''~:.f''\ . ''I 'P ,"",- "l..l, 'iJJ r,. ""~,, 0\ f'Er. '. u.',~~i'i~r:;;:'f !' .... ;(S'Et-,IJ:.;: \~"}';'~r~:)AT,~~'T: ',barmy L. Kolhage, Clerk ':,. 'COMMI~SIONERS .~. Mayor Shirley Freeman Yes Commissioner Wilhelmina Harvey Yes Commissioner George Neugent Yes Commissioner Mary Kay Reich Yes Commissioner Nora Williams Yes BOARD OF COUNTY OF MONROE COUNTY, FLORIDA ~~-F~ '\" l~ fJ..1N003 30BNOW '. n '~IO .~'O 3DV~nO>t '1 ANH'ifO &g~aU~d eo:. kVW 00 Ol!003B ~O.:l 0311.:1 I. INTRODUCTION AMENDMENT TO DEFERRED COMPENSATION PLAN (Governmental Employer) IJ1 (Jill I!!-<J~ WUN'TlJ (he:retnatier, the" Em:lIo\"er . J hereby l'xc:c:un:s 1Il1S .lmenamem In connectlun With to":.: (hereinatter. the "rlm J pursuant to sc:c:tlon 'i):- 01 me: imernal Revenue Cude uII \lS6. a:. .unended (the "Cudc'). II. PLAN ELECTIONS 2.01 Effecri\'t' Dalt' ~Check one I ~ amendmem is executed in connecnon \\1th a new Plan and the etTecti\"e dare is o This is an amendment to an exisring rim. which was esrablished etfecti\'e The etfecri\'e date or" this amendment IS -r/ I /~oo cJ 2.02 E.''(e1usive Bt'ne~t. Amounts held under this rim shall be held in trust. In annuirv COntr:lCts. or in one or more C'.::-:odial accounts for ti:~ exdusive benetit of rim p.m;':lDants and their beneticiarles as d~scribed in section ;'0 I. (Ch~ pnel ~f,l! .lmr"nmrnr IS C\'I'I7lfrn III mm:,',7101l lI'Uf, II 11l'1I' f'l/llI'J("o/isl'l'fl dfi'CTI/'r 01/ or lilT" /1I1g71Sr ':0, /9% ',' . ~,., -~ ,his Opt/Ol; /llIISf be II'iret/.,1. o 1':0. .)~'cn(m 3.0/ .";',Ilt IlIIr ,1."1'11'111 fl'/) 1'_.',1. ;(:1'11 01"101/ Illel"n'ai, rI", ;"_;1/ 1/'111' n''.'lllrl" Nlr,f,rr tI/IIl'1II11I/l"I/lIT, ':/llIulrv I, /999. 2.03 Distribution \\1tnour [1:!rncip:tnt's consem. .:imall aCCOunts of certain inacti\"e ~:m:icipanrs may be distribured without the participants' consent as described in section 302. (Check one) Cl Yes. if the roral amOunt pa~':Ible to a panicipant unde:r the Pbn does not exceed (insnr an amolllllllp 10 $5.0001. ~Oll 3.02 shaD 1I011lpply IfJ Ihis I'!m. 2.04 2.05 :r 0 0 ..." Z:-oo 0 ~ ):> C) .....; :/ '- ~n~;! r- Or-:.11: ", t'T1~-< -< 0 ("')0 r- , -r, 0("'). W 0 ~;o;:o:: ;U Irrevocable: e:h:c!lon. (Ch..:ck Ollel Th.: aJdinon.u c:Ic:c:uon 10 Jdcr commC:Il<':":~":l1lot"hc:ndirs as desc~~~ectl~ is available 10 participants. ;':'~ i\i ~ ,..-,. ~ j; ;;:; ;;. ~ ~~. , W 0 Cl No. SmiDn 3.04 shaD 1/01 app(y to this f'!m. P:!rricip:tnt's d~ion to R"Ct"i\'t" di~trihurion nt' :Iccount h:tlance. A participant may e1e:ct to receiye a distribution of his or her accounr babnce as described in S<<t.ion :to~. (Check one' ~ if the row amount pa~':Ible to a panicipant under the Plan does not exceed (ins", an amounl up 10 $5.0001. o No. SrCTlo" 3.03 shaii 1l011lpp(V (0 (hlI f'~I1/. III. PLAN PROVISIONS 3.01 rnvi~ion of thl' I. 0 th lon.r m I s on ., 02. (a) As of the d.l[(: of this amendmcnt. all amounts currently or the:rc-atier held under the Plan. ineluding :Imounrs ~e~e~ 7n~ C::lrni~gs or other ac.;umulations .mriburable Ihere:to. ~h.1l1 b<: held it)r the: exdusin: bene:tit of Plan participants and bcncnamcs (I) In annul~' contr:lCts. ur Iii) in trust or in one: or more Custodial au:oums pursuant to one: 01 mon: scp:u:lte: written msuuments. Any ~~ annui~' conmct. trust. or cusrodial ac.;ounr must 5;1tisfY the: rt:quiremcnts of section 4S7(g)( 1) of the Code. For purpoSl.'S uf r.hls amendment. the tt:rms "particlpanr" and "henc:tician'" shall be unde:rsroo.i 10 reter also to contingent bcne:ticiancs and/or spowc.:s. lor- mer spouses. or childn:n ot' participants ti.'r whose: benetir amounts are: being held under the Plan pursuant ro rite rerms of a domotlc rd:ations order which has l'k.-cn n:cDgnlZLoU under rhe te:rms of the Plan. (b) In aduptin~ rhis amendment. rhe EmplO\w irI't:\1K3bl\' renounccs. lln hch.1lt" of rhe Empluyer. its successors or :ts assigns..an~ daim or right whicr. ir may have: rcr:tml.J 10 IIse amounts hc:ld under the 1'1.111 tilr 11-, ,)wn hc:nctit or tilr the benelir of ils ~~cJitors. nus amend- ment shaii ..:onsmute msrructlon to the Is'uer ot" :1m'. ailOuit\, COlllr.ICts rur.:ha.scd under rhe Pl.ln [0 rL'Cord Ul'On irs records Ihar such Cuntr:rcrs .l~;: hc:ld b\' the Emplowr li,r Ihe exciusive bene:tit of parnClO.ll\lS .Illd beneliciaries. Anv discrClIUIl.1t": ~uthollrv n:served 10 Ihe Empio\'er lor to am' ;tdmmlMraror or .lJmimrr:l[\\'e committccJ undc:r :he Pl.lll or under am' :tnnuit\. conrr:.:t neld under the I~bn.. to the extent rne exe~!IC rnerL"tlt w(~IIJ orhen\1~ be: IIlCOnSlstent with tr,IS .Imendment. shall he c:otercl~ed lor ::1e exclusive benetlt ot Plan partl::oants 3nd Oi.:nc:ticiaiiL'S. An\. h,ue:r ot an annult\. COntr:lCl nd~ under the Plan shall h:1\'C: no aurho~t\. to pay any :1mounts from such .:ontr:lcts to a11\' crL-Jiror ot the Employer. and shall have no JUt\" to rnquire into the \':l/idi~' of an\' ~UCSI bv r~e.Emplo~r or by an ac:minisrraror or adminimatiw .:ommlttl.'l: tor distriburion or .unounrs tOr the bc:nc:rit of:l participanr or a bcnc:tlCWY under cbe Plan. _ _ (Cl AmOUntS held under me i'bn oursU:Ult to tne orcccamg: p~ph mJJll.:Ontmue co DC SUOlec:t to Illan promoicions ~nsc ~lImment. .lliell3C1on. anric:ipaClon. .:oO\'l:\':ll1CC. or enc:umor:ulCC oc am' [\'PC i)\' J OartlCloanc or Ocneric:iaI\". excepr as ochen\1se oromJcQ uI1ue:{ me Plan. . . tJ) In me CVCnt or';I r~~uc:;c 0\' .1 D.1ItIClOmc tor a rranstcr m J pian uncer wnlch amoums :lIe nor hdd in che manner cic.scnD~-d III parag:r.tp~ 1.11. such rransrer sn.ul be permitted Olll\' I; om.Cl"\\1s<.: oermlrc~'Cl 0\' me Plan aI1U appiioole: law. In no c:\'ent ma\' me Employer ouse sucn a Cr:msrer to DC mace. cxceor :u tnc requcsr or a p.1Itlcipam. tel Responsibilicy tor che '><.:lcctlon ut Invescment .1hern:lCJvcs tor 1'1.111 ~cs sn:ill be rec:un~oJ h\' thc Employer. and the Emplover sh:ill have rhe n~r to modjfi. me scicctlOn or Inycsrment ;llcem:mvcs rrom time ro time. Howevcr, participants md beneric:iarics may :uIOClC~ amounts held in chcl! .1ccounts or orhCl"\\'lse crCCllced tor rhelr heneric under rhe rim amon!: che 1I1\'cscment :ucemaClvc:s selcctcc1 by rhe Empiover. md the EmOlovcr sh:tll Wille ~ucn amouncs to he ~u ..Lilocm:a wlthm a reasonable: time after rhe rcc:elOt ot DJItIClomr IIlScrucnons, or m;l\' Imtrucr rile I~ucr. {ruscce. "r CUStoW.lJ1 III ,I..;cepc such :tlloc:mon IllStruCUOns directl\' trom r.lItlclpmts and benerici:lIics as reprcscnuClvcs or'rhe Empio\'l:r. or:tl :tmount :t (a) such amount docs nor exceed rhe dollar limir under secrion 411 (.1)( II HAl of rhe Cude (or such lesser amount :IS may be e1ecred bv rhe Employer under secrion 2.0.3). md (b) n<? amounr has been deterred under rhe Plan with respecr ro the pJrricipmt during rhe [\vo-year period ending on the dare ot the dimiburion. .lJ1d Ic) there h.l.S be:e:n no prior Ji~lrIbutloll under rhe 1'1.111 ro rhe: p.lfClClp.1lH ImJc:r rillS ~~'L[lon .1.02 ur unde:r secrion 3.03. \.03 2.04. .1 l1arrlCIl'allt m:t\. elect to t' (a) such amount docs not exceed rhe doll:tr limit under section 411 (a)( 11 )(A) of rhe Code (or such lesser amount :IS may be elecred by the Emplorer under section 2.04). md (b) no amounr has bt.'Cn deterred under rhe Plan with rt.'Specr co rhe p:trricipant during rhe [\vo-year period ending on the date of the: disrriburion. md (c) there has bt.'Cn no prior disrribution under the Plm to che parricipmt under rhis section .3.03 or under section 3.02. . 3.04 ~"bI,'?<<.;.n. If ,h, Em"ln,., m d,,,,und,, '~~~' ~' ~~'W::~~~~~:~: ",'tot:'; ~~=:~~~o:~n 'u ~c:r p:tymepr of :lOy or ;l1l.amounts under rhl~ PI~~ ~~;v~~~; ,e.c~I.~~~~;.:~ r~~~~~~,~n~::~ ~u_____ L_ wreunder. :tmy mch p:trtlclpant m:t\' e:lecr to def~~ ~~__ n_ e__ ot _1_1___1__5 ____'- '_ It: , 6)"1 rhe elecrion IS made :uler amOUntS ma\' h~' available under the Pl.m III ;lccordance wirh section 4-;7(dH 1 )(Al of rhe Code. and before ~,:commencemenr of such di~rributlollS. .lIld (.'-J . J , . JJ.l") (lir,lhere has ~n no prior c:k"Crilln hy su\:h pJrtlcipanc under rhls section 3.04. 1'\.' r.I/limit. n. nc:'''' I 1m amounr h. m:l' he d.': .'( un .:r Ih.,!; J I III wlr!l..I!:S~ to :toy l!ilrr.kil . taxable war shall be adJusted tilr cos[-{lt~livinv tncre~ses in a:~~rdan: with sc~rion 4i7Cc)( I "i) of rhe Code. S;p,dhv, cS~-F~ Name (primed): S h,. v Ie. y ,c;:c:::.GVYlt:t.v) C!J'Ia.; y-~ ~ TIde: ,v'J6"1 ....oc,. c.<.t..... T3 0 "-Vel of c 0.-, ...., ; 50 \, O~ c- ..s / \ On the Employer's'W1me: \, /9~ <i.IV of ~: Z!>>.,:,o .i :.~ VA to718 .,," /J1 0 1111< ()~ ~t/ fII~~ DEFERRED COMPENSATION PLAN ARTICLE I. INTRODUCTION The (fltJJv~~d VV//'7 (the "Employer') hereby establishes the Deferred Compensation Plan, hereinafter referred to as the "Plan". The Plan is intended to be an eligible deferred compensation plan under section 457 of the Internal Revenue Code of 1986, as amended. The primary purpose of this Plan is to attract and retain qualified personnel by permitting them to provide for benefits in the event of their retirement or death. 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 any Participant any right to be retained in the employ of the Employer. ARTICLE II. DEFINITIONS 2.01 Account: The bookkeeping account maintained for each Participant reflecting the cumulative amount of each Participant's Deferred Compensation, including any income, gains, losses. or increases or decreases in market value attributable to the Employer's investment of the PartiCipant's Deferred Compensation, and further reflecting any distributions to the Participant or the Beneficiary and any fees or expenses charged against the Participant's Deferred Compensation. 2.02 Agreement: A Deferred Compensation Agreement entered into between a Participant and the Employer and any amendments or modifications thereof. Such Agreement shall fix the amount of Deferred Compensation, establish the time when the payment of benefits shall commence. specify the Participant's investment selection with respect to his Deferred Compensation. d8$ignate the Employee's Beneficiary or Beneficiaries and incorporate the terms, conditions, and provisions of this Plan by reference. 2.03 Annuity Contract: A group fixed, variable or combination fixed and variable annuity contract issued by The Variable Annuity Life Insurance Company (VALlC) or by any other licensed life insurance company. and approved for sale in this State, which provides for periodic payments at regular intervals. whether for a periOd certain or during one or more lives. 2.04 Beneficiary: The Beneficiary or Beneficiaries designated by the Participant in his Agreement who shall receive any benefits payable hereunder in the event of the Participant's death. If more than one designated Beneficiary survives the Participant. payments shall be made equally to the surviving Beneficiaries, unless otherwise provided in the Agreement. If no Beneficiary is designated in the Agreement, if the desigl)ated Beneficiary predeceases the Participant, or if no designated Beneficiary survives the Participant for a period of fifteen (15) days. then the estate of the Participant shall be the Beneficiary. However, a Participant may designate a contingent Beneficiary (or Beneficiaries) who shall become the Beneficiary under this Plan in the event that the primary Beneficiary does not survive the Participant for a period of 15 days. 2.05 ~: The Internal Revenue Code of 1986. as amended. 2.06 Contractor: The Variable Annuity Life Insurance Company (VALlC) or such other entity as the Employer designates to perform administrative services under this Plan. 2.07 Deferred ComDensation: The amount of Normal Compensation otherwise payable to the Participant which the Participant and the Employer mutually agree to defer hereunder, any amount credited to a Participant's Account by reason of a transfer under section 8.01, or any other amount which the Employer agrees to credit to a Participant's Account, and which does not exceed the Maximum Limitation. 2.08 EmDlovee: Any individual, whether appointed, elected or under contract, providing services for the Employer for which compensation is paid. 2.09 Employer: The /J1 0 /1J 12.- 0 E COUNT! 2.10 Includible Compensation: The amount of compensation payable to a Participant from the Employer which is includible in the Participant's gross income for federal income tax purposes. Such term does not include any amount excludible from gross income under this Plan or any other plan described in section 457(b) of the Code or any other amount excludible from gross income for federal income tax purposes. Includible gross income shall be determined without regard to any community property laws. 2.11 Maximum Limitation: The maximum amount that may be deferred under this Plan for the taxable year of a Participant. Such amount shall be either the Normal Limitation or Catch-Up Limitation, whichever is applicable. (a) NORMAL LIMITATION: The maximum amount deferred shall not exceed the lesser of $7,500 or 33-1/3% of Includible Compensation (ordinarily this shall be the equivalent of the lesser of $7,500 or 25% of Normal Compensation). (b) CATCH-UP LIMITATION: For each one of the last three (3) taxable years of a Participant ending before the Participant's attainment of Normal Retirement Age, the maximum amount deferred for each such year shall be the lesser of (1) $15,000; or (2) the sum of the Normal Limitation, plus that portion of the Normal Limitation not used in each of the prior taxable years of the Participant commencing after 1978 in which (i) the Participant was eligible to participate in this Plan or the plan of another employer, and (ii) compensation deferred under this Plan (or such other plan) was subject to the deferral limitations set forth in this section. A Participant may utilize the Catch-Up Limitation only if he has not previously utilized it with respect to a different Normal Retirement Age under this Plan or any other plan. (c) OTHER PlANS: The amount excludible from a Participanfs gross income for any taxable year under this Plan or any other plan under section 457(b) of the Code shall not exceed $7,500 (or such greater amount allowed under paragraph (b) of this section) less any amount excluded from gross income under sections 403(b), 402(a)(8), or 402(h)(1 )(8) of the Code, or any amount with respect to which a deduction is allowable by reason of a contribution to an organization under section 501 (c)(18) of the Code. 2.12 Normal Comoensation: The amount of compensation which would be payable to a Participant ODC 1/90 Page 2 by the Employer if no Agreement were in effect to defer compensation under this Plan. 2.13 Nonnal Retirement Age: Age 70-1/2, unless the Participant has elected an alternative Normal Retirement Age by written instrument delivered to the Employer prior to Separation from Service. A Participant's Normal Retirement Age determines the period during which a Participant may utilize the Catch-Up Limitation of section 2.11 (b) hereunder. Once a Participant has to any extent utilized the Catch-Up Limitation of section 2.11 (b), his Normal Retirement Age may not be changed. A Participant's alternative Normal Retirement Age may not be earlier than the earliest date that the Participant will become eligible to retire and receive unreduced retirement benefits under the Employer's basic retirement plan covering that Participant and may not be later than the calendar year in which the Participant attains age 70-1/2. If a Participant continues employment after attaining age 70-1/2 not having previously elected an altemative Nonnal Retirement Age, the Participant's alternative Normal Retirement Age shall not be later than the mandatory retirement age, if any, established by the Employer or the age at which the Participant actually separates from service jf the Employer has no mandatory retirement age. If the Participant will not be eligible to receive benefits under a basic retirement plan maintained by the Employer. the Participant's Normal Retirement Age may not be earlier than attainment of age 55 and may not be later than the calendar year in which the Participant attains age 70-112. 2.14 Particloant Any Employee who has enrolled in this Plan pursuant to the requirements of Article IV. 2.15 Plan Year: The calendar year. 2.16 Retirement: The first date upon which each of the following shall have occurred: Separation from Service and attainment of age 65. 2.17 Separation from Service: Severance of the Participant's employment with the employer within the meaning of section 402(e)(4)(A)(iii) of the Code. ODC 1/90 Page 3 ARTICLE III. ADMINISTRATION 3.01 This Plan shall be administered by a Committee (the "Committee") of one or more persons appointed by the Employer. The Committee shall act as the agent of the Employer in all matters concerning the administration of this Plan. The Committee shall have full power to adopt, amend, and revoke such rules and regulations consistent with and as may be necessary to implement this Plan, to enter contracts on behalf of the Employer under this Plan, and to make discretionary decisions affecting the rights or benefits of Participants under section 6.06 of this Plan. 3.02 Any Employee who is charged with administrative responsibilities hereunder may participate in the Plan under the same terms and conditions as apply to other Employees. However, he shall not have the power to participate in discretionary action taken with respect to his participation under section 6.06 of this Plan. 3.03 The Employer may enter into an agreement with a Contractor to provide nondiscretionary administrative services under this Plan for the convenience of the Employer including, but not limited to, the enrollment of Employees as Participants, the maintenance of Accounts and other records, the making of periodic reports to Participants. and the disbursement of benefits to Participants. ODC 1/90 Page 4 ARTICLE IV. PARTICIPATION IN THE PLAN 4.01 An Employee becomes a Participant when he has executed and entered into an Agreement with the Employer. 4.02 An Employee may become a Participant as of the first day of any calendar month by entering into an Agreement with respect to compensation not yet earned. A new Employee may become a Participant on the first day of employment by entering into an Agreement on or before the first day of employment with respect to compensation not yet earned. 4.03 The Agreement shall defer compensation not yet earned, and each Agreement must be made on or before the beginning of the month in which it is to become effective or on or before the first day of employment, with respect to a new employee. 4.04 At the time of entering into or amending an Agreement hereunder. a Participant must agree to defer a minimum amount per month as specified by the Committee. 4.05 A Participant may not amend or modify an executed Agreement to change the amount of Deferred Compensation except with respect to compensation to be earned in the subsequent calendar month and provided that notice is given prior to the beginning of the month for which such change is to be effective. A Participant may change the Beneficiary designated in his Agreement at any time by giving notice to the Employer. 4.06 A Participant may revoke his Agreement and thereafter be restored to his Normal Compensation in the subsequent calendar month, by giving notice to the Employer prior to the beginning of the month for which such revocation is to be effective. 4.07 A Participant who returns to active service with the Employer after a Separation from Service, or who has revoked his Agreement under section 4.06. may again become an active Participant by executing a new Agreement with the Employer prior to the beginning of the calendar month as to which it is to be effective. 4.08 Compensation may continue to be deferred under this Plan with respect to a Participant who is on an approved leave of absence from the Employer with compensation. and all of the rules of this Artide shall apply with respect to making, amending or revoking any Agreement for such a Participant. If a Participant is absent from work without compensation for a periOd of not more than six months, whether by reason of illness, strike, lockout. shutdown or otherwise, his Agreement will remain in effect and compensation will again be deferred thereunder when he returns to work. ODC 1/90 Page 5 ARTICLE V. INVESTMENT OF DEFERRED COMPENSATION 5.02 5.03 ODC 1/90 5.01 For the purposes of satisfying its obligation to provide benefits under this Plan, the Employer may invest the amount of compensation deferred by each Participant in Annuity Contracts as specified in Participants' Agreements. However, nothing in this section shall require the Employer to invest Deferred Compensation in any particular form of investment. All Annuity Contracts and other investments held by the Employer with respect to this Plan, including all property or rights purchased with Deferred Compensation and all income attributable thereto, shall be the sole property of the Employer, and shall not be held in trust for Participants or as collateral or security for the fulfillment of the Employer's obligation under this Plan. Any such investments shall be subject to the claims of all creditors of the Employer. and no Participant or Beneficiary shall have any vested interest or secured or preferred position with respect to such investments or have any claim against the Employer except as a general creditor. The benefits paid to a Participant or Beneficiary pursuant to Article VI of this Plan shall be based upon the value of the Participant's Account. In no event shall the Employer's liability to pay benefits exceed the value of the Participant's Account, and the Employer shall not be liable for losses arising from depreciation or shrinkage in the value of any investments acquired under this Plan. Each Participant shall receive periOdic reports, not less frequently than annually, showing the then-current value of his Account. Page 6 ARTICLE VI. BENEFITS RETIREMENT BENEFITS AND ELECTION ON SEPARATION FROM SERVICE 6.01 Except as otherwise provided in this Article. the distribution of a Participant's Account shall commence April 1 of the calendar year following the calendar year of the Participant's Retirement, and such distributions shall be made in accordance with one of the payment options described in section 6.02. Notwithstanding the foregoing, the Participant may irrevocably elect within 60 days following Separation from Service to have the distribution of such Retirement benefits commence on the first day of a specified calendar month that is (i) no earlier than 61 days after the Participant's Separation from Service or 30 days after the election is made, whichever is later, and (ii) no later than April 1 of the calendar year following the year of the Participanfs Retirement or attainment of age 70-1/2, whichever is later. A Participant's election of a benefit commencement date that is made in his Agreement prior to Separation from Service may be changed at any time up until the 60th day following the Participant's Separation from Service, after which the election shall become irrevocable, provided, however, that if the designated benefit commencement date has passed prior to the Participant's Separation from Service, the election shall have no effect. and the benefit commencement date shall be determined under the first sentence of this section. PAYMENT OPTIONS 6.02 A Participant (or a Beneficiary as provided in section 6.05) may elect to have the value of the Participant's Account distributed in accordance with one of the following payment options provided that such option is consistent with the limitations set forth in section 6.03: (a) Life Annuity; (b) Life Annuity with 60, 120, or 180 monthly payments guaranteed; (c) Unit Refund Life Annuity; (d) Joint and Last Survivor Annuity (spouse only); (e) Lump Sum; (f) Term Certain Annuity with 36,48,60.72,84,96, 108, 120, 132, 144, 156, 168, or 180 monthly payments guaranteed; (g) Any other method of payment agreed upon between Participant and Employer. The election of a payment option must be made at least 30 days before the payment of benefits is to commence. If a Participant fails to make a timely election of a payment option, benefits shall be paid under a Life Annuity with 120 monthly payments guaranteed. UMITATION ON OPTIONS 6.03 No payment option may be selected by the Participant (or a Beneficiary) unless it satisfies the requirements of Code sections 401 (a)(9) and 457(a}(2}, including that payments commencing before the death of the Participant shall satisfy (i) the incidental death requirement under Code section 457(d)(2)(B)(i)(I}, and (ii) the substantially non increasing requirement of Code section 457(d)(2}(C). For purposes of determining required distributions under section 401 (a)(9) of the ODC 1/90 Page 7 Code, and applicable regulations. in the event no recalculation election is made, life expectancy of a Participant and his spouse will be recalculated (except in the case of a life annuity), but no more than once each year. POST.RETIREMENT DEATH BENEFITS 6.04 Should the Participant die after he has begun to receive benefits under a payment option, the guaranteed or remaining payments, if any, under the payment option shall be payable to the Participants Beneficiary commencing with the first payment due after the death of the Participant. Payment to the Participant's Beneficiary must be made at least as rapidly as under the method of distribution in effect at the time of the Participant's death. If the Beneficiary does not continue to live for the remaining period of payments under the payment option, then the remaining benefits under the payment option shall be paid to the Beneficiary's estate. In no event shall the Employer be liable for any payments made in the name of the Participant or a Beneficiary before the Employer or its agent receives proof of the death of the Participant or Beneficiary. PRE.RETIREMENT DEATH BENEFITS 6.05 Should the Participant die before he has begun to receive benefits under section 6.01, a death benefit equal to the value of the Participant's Account shall be payable to the Beneficiary commencing on the 61st day following the Participant's death, unless the Beneficiary elects a later commencement date within 60 days of the Participant's death. Such benefit commencement date shall not be later than that permitted under sections 401 (a)(9), 457(d)(2) of the Code, and the regulations thereunder. Such death benefit shall be paid in a lump sum unless the Beneficiary makes a timely election of a different payment option. The payment option chosen by the Beneficiary must provide for payments to the Beneficiary over a period no longer than the life or life expectancy of the Beneficiary, provided that such period may not exceed 15 years if the Beneficiary is not the Participant's spouse. Should the Beneficiary die before the completion of payments under the payment option, the value of the remaining payments under the payment option shall be paid to the estate of the Beneficiary. UNFORESEEABLE EMERGENCY WITHDRAWALS 6.06 Except as provided in this section. no amount shall be distributable to a Participant or Beneficiary prior to the Participant's Separation from Service. In the event of an unforeseeable emergency before or after Separation from Service or the commencement of Retirement Benefits, a Participant may apply to the Employer to receive that part of the value of his Account which is reasonably needed to satisfy the emergency needs. If such application for withdrawal is approved by the Employer, the Employer shall pay the Participant such value as the Employer deems necessary to meet the emergency needs. An unforeseeable emergency involves only circumstances of sudden and unexpected illness or accident of the Participant or a dependent, loss of property due to casualty I or other similar extraordinary or unforeseeable circumstance arising as a result of events beyond the control of the Participant which would cause severe financial hardship to the Participant if early withdrawal were not permitted. Payment may not be made to the extent that such hardship is or may be relieved by other financial resources available to the Participant, including insurance reimbursement, cessation of deferrals under this Plan or liquidation of other assets, to the extent the liquidation of such assets would not itself cause severe financial hardship. Unforeseeable emergencies do not include the need to send a child to college or the desire to purChase a home. ODC 1/90 Page 8 TRANSITIONAL RULE FOR PRE-1989 BENEFIT ELECTIONS 6.07 In the event that, prior to January 1. 1989. a Participant or Beneficiary has commenced receiving benefits under a payment option or has irrevocably elected a payment option or benefit commencement date. that payment option or election shall remain in effect notwithstanding any other provision of this Plan. ODe 1/90 Page 9 ARTICLE VII. NON-ASSIGNABILITY IN GENERAL 7.01 Except as provided in section 7.02, no Participant or Beneficiary shall have any right to commute, sell, assign, pledge, transfer or otherwise conveyor encumber the right to receive any payments hereunder, which payments and rights are expressly declared to be non-assignable and non-transferable. DOMESTIC RELATIONS ORDERS 7.02 (a) Allowance of Transfers: To the extent required under a final judgment. decree, or order (including approval of a property settlement agreement) made pursuant to a state domestic relations law, any portion of a Participant's Account may be paid or set aside for payment to a spouse, former spouse, or child of the Participant. Where necessary to carry out the terms of such an order, a separate Account may be established with respect to the spouse, former spouse, or child who shall be entitled to make investment selections with respect thereto in the same manner as the Participant; any amount so set aside for a spouse, former spouse, or child shall be paid out in a lump sum at the earliest date that benefits may be paid to the Participant, unless the order directs a different time or form of payment. Where the final judgment, decree or order does not define a form or time of payment that is available under this Plan, the Employer or Contractor shall have the right to interpret the final judgment, decree or order in a manner that is consistent with the terms of this Plan. Nothing in this section shall be construed to authorize any amount to be distributed under this Plan at a time or in a form that is not permitted under section 457 of the Code. Any payment made to a person other than the Participant pursuant to this section shall be reduced by required income tax withholding; the fact that payment is made to a person other than the Participant may not prevent such payment from being includible in the gross income of the Participant for withholding and income tax reporting purposes. (b) Release from Liability to ParticiDant: The Employers liability to pay benefits to a Participant shall be reduced to the extent that amounts have been paid or set aside for payment to a spouse, former spouse, or child pursuant to paragraph (a) of this section. No such transfer shall be effectuated unless the Employer or eontractor has been provided with satisfactory evidence that the Employer and the Contractor are released from any further claim by the Participant with respect to such amounts. The Participant shall be deemed to have released the Employer and the eontractor from any claim with respect to such amounts, in any case in which (i) the Employer or Contractor has been served with legal process or otherwise joined in a proceeding relating to such transfer, (ii) the Participant has been notified of the pendency of such proceeding in the manner prescribed by the law of the jurisdiction in which the proceeding is pending for service of process in such action or by mail from the Employer or eontractor to the Participant's last known mailing address, and (iii) the Participant fails to obtain an order of the court in the prOceeding relieving the Employer or eontractor from the obligation to comply with the judgment, decree, or order. The Participant shall also be deemed to have released the Employer or Contractor if the Participant has consented to the transfer pursuant to the terms of a property settlement agreement and/or a final judgment, decree, or order as described in paragraph (a). (c) ParticiDation in Leoal Proceedings: The Employer and the eontractor shall not be obligated to defend against or set aside any judgment, decree, or order described in paragraph (a) or any legal order relating to the garnishment of a Participant's benefits, unless the full expense of such legal action is bome by the Participant. In the event that the Participant's action (or inaction) nonetheless causes the Employer or eontractor to incur such expense, the amount of the expense may be charged against the Participant's Account and thereby reduce the Employer's obligation to pay benefits to the Participant. In the course of any proceeding relating ODe 1/90 Page 10 ODe 1/90 to divorce, separation, or child support. the Employer and eontractor shall be authorized to disclose information relating to the Participant's Account to the Participant's spouse, former spouse, or child (including the legal representatives of the spouse, former spouse, or child), or to a court. Page 11 ARTICLE VIII. TRANSFERS TRANSFERS FROM OTHER PLANS 8.01 This Plan shall accept amounts deferred by an individual under another eligible deferred compensation plan pursuant to section 457 of the eode. Any such transferred amount shall not be treated as a deferral subject to the limitations of section 2.11, except that, for purposes of applying the limit of section 2.11, an amount deferred during any taxable year under the plan from which the transfer is accepted shall be treated as if it had been deferred under this Plan during such taxable year and compensation paid by the transferor employer shall be treated as if it had been paid by the Employer. TRANSFERS TO OTHER PLANS 8.02 A Participant may elect to have any portion of the amount payable to him transferred to another eligible deferred compensation plan. This election must be made before the earliest date that deferred amounts would otherwise be payable to the Participant under this Plan. ODe 1/90 Page 12 ARTICLE IX. AMENDMENT OR TERMINATION OF PLAN The Employer may at any time amend or terminate this Plan, provided, however, that such amendment or termination shall not impair the rights of Participants or their Beneficiaries with respect to any compensation deferred before the date of the amendment or termination of this Plan except as the same may apply to maintaining the privileged tax status of the Plan. Participants shall thereafter receive their Normal eompensation and benefits shall be paid as provided in Article VI. If this Plan document constitutes an amendment and restatement of the Plan as previously adopted by the Employer, the amendments contained herein shall be effective as of April 19, 2000 , and the terms of the preceding plan document shall remain in effect thr-Ol.Igt:l until terminated by either party upon giving the other party sixty days prior written notice of termination. ARTICLE X. RELATIONSHIP TO OTHER PLANS This Plan serves in addition to any other retirement, pension or benefit plan or system presently in existence or hereinafter established. ARTICLE XI. APPLICABLE LAW This Plan shall be construed under the laws of the State of ~ IN WITN~EREOF. the Employer has caused 1his Plan to be signed by its duly euthorized oIIicers. on this !.!iJ;/,Jay of . % Z~o 0 EFFECTIVE thel1fiJday of ~. 18'-=-?O 0 _~'.c"-"""'~.' ~... .- . ". \ ..,." . r . '.d\ , :\\ "l -:F~ '. t. t. ~ r cu., TITLE: Mjoy / C.h"';"'M~ ~o",,,.o,c."'''+Y' i3,,_cl 0+ C"......."":c-S.oneV'S ATTEST: By: ODe 1/90 Page 13 DEFERRED COMPENSATION AGREEMENT This Agreement is made by and between _ ("Participant"). ("Employer") and The parties agree to and acknowledge the following: A. The Participant confirms that he has received a copy of the Employer's Deferred eompensation Plan and has reviewed and understands all of the terms, provisions, and conditions of the Plan, all of which are hereby incorporated into this Agreement. B. Commencing , 19_, the Participant agrees to defer the right to receive compensation to the extent of $ (per ) in return for the benefits specified in the Plan and this Agreement authorizes the Employer to so reduce his compensation. e. The Participant's benefits under the Plan shall be based upon the amounts credited to the Participant's Account, which shall reflect the Employer's investment of the Participant's Deferred eompensation. For this purpose, the Participant requests that the Employer invest the Participant's Deferred eompensation under a group annuity contract issued by The Variable Annuity Life Insurance eompany to be allocated as follows: _% fixed: _% variable (specify desired percentages). D. The Participant elects the following date for the commencement of benefits after Separation from Service: . The Participant may change this election at any time up until 60 days following Separation from Service, at which time the election shall become irrevocable. The date selected may be (i) no earlier than the 61 st day following the Participant's Separation from Service with the Employer, and (ii) no later than April 1 of the year following the year in which the Participant attains age 70-1/2 or Separates from Service with the Employer, whichever is later. E. The Participant's benefits shall be paid under a payment option available under the Plan that is selected by the Participant at least 30 days before the benefit commencement date. F. The Participant designates the following Beneficiary (or Beneficiaries) in accordance with Article VI of the Plan (specify full name, relationship, and address): Primary: eontingent: Dated this _ day of ,19_" Employer: By: Title: Participant Name: Address: SS#: 5VALIC * An American General Company This Agreement is made and entered into by and between (the "Employer") and The Variable {\nnuity Life Insurance Company ("V ALIC' onthis_ 11~_dayof ~. ,?a-o-:o ARTICLE I - PURPOSE ADMINISTRATIVE SERVICES AGREEMENT 'O/II~~If/T , a Texas corporation, The Employer maintains a deferred compensation plan (the "Plan"). In the interest of economy and efficiency, the Employer deems it desirable to contract for administrative services pertaining to accounting for deferrals, disburse- ments of funds, proper reporting to participants and the Internal Revenue Service, and withholding of taxes, if applica- ble. Therefore, the Employer designates V ALIC its agent to perform the services outlined in this agreement and deposit income tax amounts as required by law. V ALlC's undertaking to provide administrative services hereunder is limited to those amounts of deferred compensation under the Plan that the Employer has invested in annuity contracts issued by V ALlC. ARTICLE II - DEFINITIONS As used in this agreement, the following definitions shall apply unless the context indicates otherwise: 2.1 2.2 2.3 Agent - The Variable Annuity Life Insurance Company ("V ALlC"). Annuity Contract - The group or individual annuity contract between the Employer and V ALlC. Employer - /lft))//C.c,fTC8uN721- Employer Name 'm"Y:Lr:f? ~F /2-0, fri{ Wl3>"t ft--~ g ~ :0 ("):z: :z: rT1 Participant - An employee or independent contractor of the Employer electing to Participate~~~l~ 0 -v1I1 A J./" ArY"' ~ O' I !. .." Plan - The I. ~ I U/V ~ -- Deferred ~ati<fD>lalt:) ~~~~ c~x ~ 2:. 0 -0 (check,on:..below): ~~~ ~ ~ a. ----=::- a 457(b) or "eligible" deferred compensation plan described under section 1lrj o~he 'Merog Revenue Code of 1986, as amended. I~ fTI ~. ~ . - C b._ a 457(f) or "ineligible" deferred compensation plan sponsored by a tax exempt or governmental organization. c. a non-qualified (top hat) deferred compensation plan sponsored by a for-profit organization. 2.4 2.5 ARTICLE III - RESPONSIBILITIES OF EMPLOYER 3.1 The Employer shall complete and sign all forms necessary for V ALlC's appointment as agent with the Internal Revenue Service, or where applicable, those forms that release V ALlC of said appointment. 3.2 The Employer shall notify V ALlC in writing of all Participant information requested by V ALlC, including, but not limited to, age, social security number and beneficiary information. 3.3 The Employer shall direct V ALIC to make benefit payments under the Plan in accordance with the annuity option specified by the Employer and shall supply V ALlC with the amount of the account to be distributed. 3.4 The Employer shall be responsible for approval of all requests for unforeseeable emergency withdrawals under the Plan and direct V ALIC to make approved disbursements in amounts specified by the Employer. PB/NPRlPR ) /94 VA-?13 VER 5/96 mVALIC * An American Gl..'llcri.\1 Company ARTICLE IV - VALIC RESPONSIBILITIES 4.1 V ALIC shall furnish a Notice of Receipt of Premium to Employer within 7 days of receiving funds. 4.2 V ALIC shall furnish quarterly confirmation statements of accounts showing activity for the period and the total value of each Participant's account(s) to (check one below): V Participants; or a. b. the Employer. 4.3 V ALIC shall compute and deduct income taxes required by law to be withheld for all distributions. (check one ~): a. V Yes. This option is only available if you checked 2.5(a). (proceed to 4.4) b. No (proceed to Article VI) Only for Required Distributions (complete 4.6 and proceed to Article VII) c. 4.4 V ALIC shall issue the disbursements in accordance with the provisions of the Annuity Contract and the Plan at the direction of and in amounts specified by the Employer. Such disbursements shall be made payable and mailed to participants. This does not apply if 4.3(b) was checked. 4.5 Disbursements shall be made from the account maintained by V ALIC on behalf of the Employer in accor- dance with the terms of the Annuity Contract and the Plan, provided, however, that if the Employer terminates the Annuity Contract, V ALIC shall be obligated to make disbursements only to the extent that funds are still available in the account of the Employer. 4.6 V ALIC shall compute and deduct income taxes required by law to be withheld from distributions from the Plan as may be specified below by the Employer. A report of such withheld taxes will be forwarded by V ALIC to the Internal Revenue ~ervice within the time prescribed by law. This only applies if you checked 2.5(a). a. / Federal income taxes (Specify one only): wage bracket method for all distributions. / b. ,JOt flat 28% rate for all distributions. wage bracket method for required distributions only. flat 28% rate for required distributions only. IT- f) f) '-I C4J.- f; L G- State income taxes (Specify one only): wage bracket method for all distributions. current percentage rate specified by state law for all distributions. wage bracket method for required distributions only. current percentage rate specified by state law for required distributions only. Employer agrees to furnish V ALIC a properly completed Withholding Allowance Certificate (Form W-4) for each Participant receiving a disbursement subject to the wage bracket method of withholding. V ALIC will not withhold Federal income tax for any employee who claims an exemption from withholding on Form W-4 by indicating no tax liability for the preceding year and none expected for the current year. PB/NPR/PR IN4 VA.?!.' VER 5/96 2 4.7 V ALIC shall furnish to each Participant tax reporting formes) required by the applicable taxing authority including a statement of gross amounts paid to the Participant and the amount of federal, state and local income tax withheld by V ALIC, if any. 4.8 V ALIC shall furnish to the Employer, if applicable, annual and semi-annual reports for The Variable Annuity Life Insurance Company Separate Account(s) for distribution to Participants. 4.9 V ALIC shall establish and maintain records of notifications from Employer concerning Participants who are to receive disbursements, gross payments under the Agreement, amounts of federal, state and local income withheld by V ALIC on behalf of the Employer and reports of such income and deposits filed with the appropriate governmental agencies by V ALIC on behalf of the Employer. ARTICLE V - MISCELLANEOUS 5.1 Term. This Agreement shall become effective immediately upon execution and shall remain in force until ter- minated by either party as provided below. 5.2 Termination. This Agreement may be terminated by either party upon sixty (60) days written notice to the other party of the intent to terminate. Upon any such termination, Agent shall deliver to the Employer all records and reports required by this Agreement. 5.3 Information. V ALIC relies on the information provided to it by the Employer or participant, and V ALIC will not be responsible for claims resulting from the use by V ALIC of any incorrect or misleading information provided to it by the Employer or participant. 5.4 Assignment. This Agreement may not be assigned without the written consent of the other party. 5.5 Amendment. The parties may amend this Agreement only in writing. Any such amendment must be approved by the President or a Vice President of Agent and a person authorized to act on behalf of Employer. 5.6 Notice. Any notice provided for herein shall be in writing and shall be deemed to have been given when received by personal delivery or United States mail addressed to the Employer at the address given in section 2.3 or to V ALIC at the address below: Customer Service The Variable Annuity Life Insurance Company 2929 Allen Parkway Houston, TX 77019 5.7 Governing Law. The laws of the state of Texas shall govern the rights and obligations of the parties under this Agreement. 5.8 Entire Agreement. This Agreement and any written amendments hereto constitute the entire agreement of the parties. This Agreement shall supersede all previous communications, representations or agreements, either oral or written, between the parties. 5.9 No Cost to Employer. The services rendered by V ALIC pursuant to this Agreement shall be performed with- out additional cost to the Employer other than administrative and sales charges provided for in the Annuity Contract. PB/NPRlPR 1/94 VA-713 VER 5/96 3 5VALIC * A n American General Company IN WITNESS WHEREOF, the parties have caused this Agreement to be executed to be effective as of the date hereinabove. ....~~ .,< ,. ~ '. __"-Ji'" ~" . ~ . .._ (' ~ c -' ; ___,. _ _ . _ _ '...,..",__ ~ __ __) " : '? \ .; ;- f ' .\ : ; f .... ., '\ 'li:.';~':.. t' I EMPLOYER: 5~i "./e. f h,~e."YJQ.."1 N,ame (',1 . If B,,,,,-,','.J L.J y." . """. Signature M41t' / ...,'r- t'Y) ec..., Nam;:J"d ,tie .Q.I CI r: Mo",... c.. G......N 00....... APPROVED AS TO FORM I. l..ND LEG L SUFFICIENCY HOME OFFICE: C..,.,"".u,....._'" BY THE VARIABLE ANNUITY LIFE :Uz. INSURANCE COMPANY RA.T . ,.,., ~~~ By: ARTICLE VI - EMPLOYER NOTICE OF WITHHOLDING (Signature required if item 4.3b was selected) Notice is hereby given by the Employer that all disbursements under the above referenced Plan shall be made by V ALIC to Employer in accordance with the annuity contract(s) entered into between V ALIC and the Employer under the Plan in such amounts and at such times as Employer specifies in writing to V ALIC. V ALIC is hereby released from the responsibility, if any, of withholding federal and state income taxes from all disbursements made to Employer under the above referenced Plan. EMPLOYER: ~,x.~ ~. By: V X ~ - Si at e ARTICLE VII - EMPLOYER NOTICE OF WITHHOLDING (Signature required if item 4.3c was selected) Notice is hereby given by the Employer that all disbursements under the above referenced Plan shall be made by V ALIC to Employer in accordance with the annuity contract(s) entered into between V ALIC and the Employer under the Plan in such amounts and at such times as Employer specifies in writing to V ALIC. V ALIC is hereby released from the responsibility, if any, of withholding federal and state income taxes from in-service and lump sum termination disbursements made to Employer under the above referenced Plan. V ALIC shall be responsible for withholding fed- eral and state income taxes from required distributions as outlined in section 4.5 of the agreement. EMPLOYER: _~X )t )t BY:~X )\.X S" alu , PB/NPRiPR 1194 VA-71.1 VER 5/96 4 Department of the Treasury - Internal Revenue Service Form 2678 (Rev. June 1997) Employer Appointment of Agent Under Section 3504 of the Internal Revenue Code (For use by employers or payers) 1. To Director All!':t"in Service Center OMB Number 1545-0748 Instructions Employer or Payer: Please complete this form and give it to the agent. Agent: Please attach a letter request- ing authority to do either all that is required of the employer for wages you pay on the employer's behalf or all that is required of the payer for requirements of backup withholding. (See applicable Revenue Procedures 70-6 or 84-33.) Forward both the letter of request and Form 2678 to the Director of the Internal Revenue ServIce Center where you file your returns. (See reverse side for addresses.) 3. Employer's or Payer's address (Number and street, city, town or post office, State and ZIP code) 5/00 (1 oLtE~ /2--/':::>, 1<E?1 WesT FL '"3 sui- 0 / Note: Rev. Proc. 70-6 is available in Publication 1271 and Rev. Proc. 84-33 is available in Publication 1272, 2. Employer's or Payer's name /Jt O)J{(oE: ~U /lJ ~ 4. Employer identification n 5:9- 0000 7 er 5. Agent's name Variable Annuity Life Insurance Co. 7. Agent's employer identification number 74-1625348 8. Effective for (Check the box or boxes that apply) [KJ Employment taxes (Rev. Proc. 70-6) o Backup withholding (Rev. Proc. 84-33) Under section 3504 of the Internal Revenue eode, please authorize this agent to do all that is required under (Check the one(s) that apply) o Chapter 21 (FICA) o Chapter 22 (Railroad Retirement) ~ Chapter 24- [i] Withholding and/or o Backup withholding o Chapter 25 (General Provisions) of Subtitle C The agent named above has been appointed either . to pay wages for employers and/or report and deposit backup withholding amounts for payers. This appointment is effective on the date shown in Item 10. It is understood that the agent and the employer or payer are subject to all provisions of law and regulations (including penalties) which apply to employers or payers. 6. Agent's address (Number and street, city, town or post office, State and ZIP code) P.O. Box 3206 Houston, TX 77253-3206 10. Effective date of appointment by employer or payer f-k'l/ 'k/jI\) Date tJ/19/l>O Effective date granted by IRS ~ For the Paperwork Reduction Act Notice, please see the back of this form, Catalog Number 187700 Form 2678 (Rev. 6-97) Paperwork Reduction Act Notice We ask for this information to carry out the Internal Revenue laws of the United States. We need it to ensure that taxpayers are complying with these laws and to allow us to figure and collect the right amount of tax. You are required to give us this information. The time needed to complete this form will vary depending on individual circumstances. The estimated average time is: 30 minutes. If you have comments concerning the accuracy of this time estimate or suggestions for making this form more simple, we would be happy to hear from you. You can write to the Tax Form Committee, We~'ern Area Distribution Center, Rancho Cordova, CA 95743-0001. DO NOT send this form to this address. Instead, send it to the Director of the Internal Revenue Service Center where you file your returns. File with the Internal Revenue Service Center at: Holtsville, NY 00501 Andover, MA 05501 Philadelphia, PA 19255 Atlanta, GA 39901 eincinnati, OH 45999 Austin, TX 73301 Ogden, UT 84201 Kansas eity, MO 64999 Fresno, eA 93888 Memphis, TN 37501 Form 2678 (Rev 6-97) VALle I An AME~~RAL Company Portfolio Director Plus Group Master Application For use with all plan types except NQDA THE VARIABLE ANNUITY LIFE INSURANCE COMPANY APPLICANT - ~ployer OR 0 Other: Name: A1(YVteo~Ct:J(/nrr'1 Tax ID #:$I/_o~- DZZ.rot:SCphone: Address: 'SlOb (!,c~ /2D City: ~ Wesr-State: R Zip: 3"30~O TYPE OF PLAN (choose one) o 403(b) Voluntary Deferred Annuity o 403(b) State Optional Retirement Plan o 403(~oyer Retirement Plan ~~ompensation Plan (choose one): []-4'5i(b) Public Employer 0 457(b) Private Non-Profit o Other: 0401 (a) or 403(a) Employer Retirement Plan 0401 (a) or 403(a) Self Employed Retirement Plan o Other: Name of Plan: 111cJV'~~lVf TYPE OF ORGANIZATION (choose one) o PS - Public Educational Institutions o NP - Non-Profit Organizations (choose one): 0501 (c)(3) - Attach IRS determination letter 0 Other ~ ~ - Private For-Profit Organizations ~GOV - State and Local Governments o SELF - Self Employed Individuals Nature of Business: REPLACEMENT (Complete if applicable) o This a replacement of an existing group contract. Company: Policy #(s): STATEMENTS AND AGREEMENTS A current prospectus for the Company's Separate Account for the contract was provided with this application. Also, a current prospectus was provided for each Fund selected in this plan. The prospectus for the Separate Account provides sales expenses and other data. It is understood that annuity payments (and termination values, if any) provided by the contract applied for are variable and not guaranteed as to dollar amount when based on the investment experience of the Company's Separate Account. It is understood and agreed that the investment options under the contract will be limited to those options selected on this form, except as otherwise indicated on the application or modified by agreement between the Company and the Applicant, and will be subject to any other limitations described in the contract. I hereby acknowledge that I have read and understand the following information provided on the Information and Instructions page: . Fraud Warning (if applicable) · Receipt of Premium Payments Prior to Establishing an Account Dated at (' tate). J ~ ,//11/00 ~1 :J ApQlicqn gnature. Date '-'4( .~ c:..1t...... ,. . M.,.~.c.. C._,. 6......J .F ~~"'.'$l""'cr$ Applicant Title Employer Client # Rep: I 0 do 0 do not have reason to believe this is a replacement contract. Licensed Agent/Registered Representative Signature Date Licensed Agent/Registered Representative (print name) State License # Principal Signature Date POP 103-2 VER 10/9a PRIMARY INVESTMENT OPTIONS A maximum of thirty (30) variable funds may be chosen by the group contract owner, which must include at least one money market fund (see Receipt of Premium Payments Prior to Establishing an Account section). For group contract owners who do not select investment options below, the investment options available under the contract shall be the Primary Investment Options. ~GSPC Stock Index ~GSPC Growth American General International Growth merican General International Value American General Large Cap Gro~h ~American General Large Cap Value ~American General Mid Cap Growth ~American General Mid Cap Value ~merican General Small Cap Growth American General Small Cap Value Founders Growth Wutnam Global Growth ~utnam New Opportunities .\ .~__ ' Kscudder Growth and Income . ~::~S.!i :-: tk . N' ';;"'\ >~ j&Templeton Internatlonald~/ ( ~~:". 2 ~ m. Rowe Pric.e Small-Cap Stock I;;,~/,- ':.9.:.. . '\\" :t 0 VanguardlWlndsor II I;'; ,> _,..r' 1..\ ~~ "0)'_'; 1 1 - _,' - .~.y ,"_ .~. American Gen~ral Balanced LC0\}::;~,~'~ 1':;:iW'/' jJ ;a.VanguardlWelllngton ~;~( 1.:\ \ 'A)\Lc!, ',l )81\merican General Domestic Bond~:'<,,,, ":"'/.j/ ~GSPC Science & Technology "{~D)~..;.~~~# American General Socially Responsibl~H :;="""~. merican General Money Market o American General Conservative Growth Lifestyle o American General Growth Lifestyle o American General Moderate Growth Lifestyle ADDITIONAL OPTIONS These may be selected by the employer in addition to, or in place of, those listed above for Employer-Sponsored Plans. o AGSPC International Equities o AGSPC MidCap Index o AGSPC Small Cap Index ~GSPC Growth & Income American Century - Twentieth Century Ultra Dreyfus Small Cap Portfolio o Neuberger&Berman Guardian Trust ~utnam OTC & Emerging Growth o Templeton Foreign - Class 1 o AGSPC Capital Conservation o AGSPC Government Securities o AGSPC International Government Bond o American General Core Bond o American General High Yield Bond o American General Strategic Bond o Vanguard Fixed Income Securities - Long-Term Corporate Portfolio o Vanguard Fixed Income Securities - Long-Term U.S. Treasury Portfolio o AGSPC Social Awareness o AGSPC Money Market ~anguard LifeStrategy Conservative Growth Portfolio )2l'I.ianguard LifeStrategy Growth Portfolio ~gUard LifeStrategy Moderate Growth Portfolio GSPC Asset Allocation Templeton Asset Allocation FIXED INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT Fixed Account Plus and Short-Term Fixed Account Original Copy - Group Holder/Applicant, Two Copies - VALlC Home Office, One Copy - Field Office Information and Instructions FRAUD WARNING In some states we are required to advise you of the following: Any person who knowingly intends to defraud or facilitates a fraud against an insurer by submitting an application or filing a false claim, or makes an incomplete or deceptive statement of a material fact, may be guilty of insurance fraud. Florida Residents Only: Any person who knowingly and with intent to injure, defraud or deceive any insurer, files a statement of claim or an application containing any false, incomplete or misleading information, is guilty of a felony of the third degree. New Jersey Residents Only: Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties. Colorado, Kentucky and Pennsylvania Residents Only: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime and subjects each person to criminal and civil penalties. PREMIUM PAYMENT PROCESSING VALlC has established certain standards for group premium remittances and premium processing instructions to facilitate efficient processing of premium payments. Premium processing instructions should be provided before or concurrent with the group premium remittance. The instructions and remittance should be in balance. VALlC's standards may require that premium processing instructions be provided in one of several approved electronic formats, depending upon the number of participants included in the remittance. RECEIPT OF PREMIUM PAYMENTS PRIOR TO ESTABLISHING AN ACCOUNT If we receive Purchase Payments for a participant before we receive the participant's application or enrollment form, we will not be able to establish a permanent account for that participant. Under those circumstances, we will take one of the following actions: Return Purchase Payments. If we do not have the participant's name, address or social security number, we will return the Purchase Payment to you unless this information is immediately provided to us. Employer-Directed Account. If we have your participant's name, address and social security number and we have entered into an Employer-Directed Account Agreement with you, generally we will deposit the Purchase Payment in an "Employer Directed" account invested in the Money Market Division selected. The participant may not transfer these amounts until VALlC has received a completed application or enrollment form. Starter Account. If we have the participant's name, address and social security number, but we do not have an Employer-Directed Account Agreement, we will deposit the Purchase Payment in a "starter" account invested in the Money Market Division selected. We will send the participant follow-up letters requesting the information necessary to complete the application, including the participant's allocation instructions. Unless a completed application or enrollment form is received by us within 105 days of establishment of the starter account, the account balance, including earnings will be returned to you. VALlC will not be responsible for any adverse tax consequences to the participant that may result from the return of the participant's contributions. VAlIC HOME OFFICE 2929 Allen Parkway · Houston, TX 77019 Call1-800-44-VALlC for customer assistance.