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1 BOARD OF COUNTY COMMISSIONERS SARPY COUNTY, NEBRASKA RESOLUTION APPROVING AN AMENDED DEFERRED COMPENSATION PLAN WHEREAS, the County of Sarpy, of the State of Nebraska, a body politic and corporate, is committed to providing for adequate fringe benefits to its employees; and, WHEREAS, pursuant to Neb. Rev. Stat. $ (6), the County has the power to do all acts in relation to the concerns of the county necessary to the exercise of its corporate powers; and, WHEREAS, pursuant to Neb. Rev. Stat. $ (6), the powers of the County as a body are exercised by the County Board; and, WHEREAS, pursuant to Neb. Rev. Stat. $ , et. seq,, the County had previously adopted a deferred compensation plan, and desires to update and amend said plan. NOW, THEREFORE, BE IT RESOLVED by the Su.py County Board of Commissioners that this Board does hereby adopt the amended Deferred Compensation Plan, a copy of which is attached hereto. BE IT FURTHER RESOLVED that the Chair and Clerk are hereby authorized to execute such documents as may be necessary and are associated with the amended Deferred Compensation Plan. The above Resolution was approved by a vote of the Surpy County Board of Commissioners ^at a public meeting duly held in accordance with the applicable law on the 8.IA d"y "r VUIyW)(,2ots: r2.-lort fvro+l PrnL N^tnww,[.t ktn r.*rrn t-s$ecl "t'\l Ri Nr, M 5 g Nr"ltcnwtfu' uozt

2 De6 htoryfrtafrng Sory) County Cterfr Renee Lansman Chief Deputy 1210 Golden Gate Drive. Papillion, Nebraska Phone: Fax Website DATE: December 3,20'J,5 TO: Sa rpy County Commissioners FR: Renee Lansman, Deputy County Clerk RE: Deferred Compensation Plan 457(b) Loan Participation Sarpy County currently offers 457(b) plans from various providers as a convenient and tax-advantaged way to supplement a retirement nest egg. Voluntarily saving to increase the employees' pension can help them maintain their lifestyle once they no longer receive a regular paycheck. The money is intended to pay for retirement and there are restrictions on withdrawing it early. For several years employees have requested that Sarpy County permit our deferred comp providers to allow loan participation agreements within their 457(b) plans. Currently Sarpy County employees are only able to access their savings prior to retirement if they have a "hardship" requirement' Bonnie Moore, Deb Houghtaling, Fred Uhe, Scott Bovick, Mike Smith and I all met to discuss the loan agreement options and also had a representative from Nationwide Retirement Solutions (one of our 457(b) providers) present detailed information on 457(b) loan agreements and procedures. After lengthy discussion it was agreed that this would be another "benefit" the employees could utilize, if needed, that would not cause any liability or cost to the County. tf approved the employee would have the option to apply for a loan from their 457(b) retirement plan account if expenses arise and they need to access their funds. They also have the option to do a primary residence loan with a 15 year repayment, if approved. The loan process is very similar to that of a bank or credit union. Not all of the counties deferred comp plan providers offer a loan program at this time. Currently Nationwide Retirement Solutions is the only provider thus far who has offered this option. The minimum amount permitted is S1O0O and the maximum allowed is the lesser of one-half of the account value in the 457(b) plan or to a maximum of 550,000. The maximum term for a general purpose loan is 5 years from the date they receive the loan amount. The employee can only have one outstanding loan at any time. TheinterestcalculationisthePrimeRate+2%+.95%. Nationwide(provider)will receive.95%,therest goes back to the employee's account. There is also a S50 annual maintenance fee that will be taken from the employee's retirement plan balance, beginning on the anniversary date of the loan and continuing for the life of the loan. Employees must pay off any old loans before taking a new one. lf any loan is defaulted, they cannot qualify for a new loan until the balance of the defaulted loan is repaid, including any interest and fees. The Deferred Compensation Plan has been amended by the County Attorney's office to include required updates and includes the participant loan information. The attached resolution and Deferred Compensation Plan along with the Nationwide Retirement Solutions Loan Procedures provide complete details for your information.

3 I did want to provide both the advantages and disadvantages in taking a loan against a deferred compensation 457(b) plan using Nationwide's plan as an example. Employees will be reminded to weigh these points carefully and we will have information listed under our benefits webpage that give specific deta ils. Advantages 1.. No credit check 2. Loans aren't taxed unless you default on the loan or have exceeded the loan limits 3. Com petitive interest rates a re paid back to yo u r pla n acco u nt instead of to a co nventiona I lender 4. Loan repayments are invested in your plan account funding selections 5. Reasonable repayment terms Disadvantages 1. Repayments are made with after-tax dollars 2. Loan repayments included in distributions are taxable 3. Loans must be repaid with interest 4. A defaulted loan is considered a distribution, and is subject to tax reporting and income taxes 5. You may lose the benefits of compounding interest over time 6. Could affect your ability to qualify for loans outside the retirement plan We all agreed that we don't want our employees to think this is an easy answer to whatever financial situation they may be facing. lt's important for them to consider allthe potential costs and ramifications in doing so and the details will be explained thoroughly upon loan application by the provider(s). We do, however, feel this is will be another "benefit" the employee will have if ever a serious financial issue should face them. Please feel free to contact me or Bonnie Moore if you have additional questions or concerns.

4 SARPY COUNTY, NEBRASKA DEFERRED COMPENSATION PLAN AMENDED ARTICLE I INTRODUCTION The Sarpy County ("Employer") hereby amends, re-establishes and re-affirms the Sarpy County Deferred Compensation Plan ("Plan") pursuant to Section 457 of the Internal Revenue Code of 1986, as amended ("Code"); and Nebraska Revised Statutes , et. seq. The Purpose of the Plan is to attract and retain certain individuals by permitting them to enter into agreements with the Employer which will provide for the payment of deferred compensation on retirement or separation of service as well as death benefits in the event of death before or after retirement. Nothing contained in this Plan shall be deemed to constitute an employment contract or agreement for services between the Participant and the Employer nor shall it be deemed to give a participant any right to be retained in the employ of, or under contract to, the Employer. Nothing herein shall be construed to modify the terms of any employment contract or agreement for services between a Participant and the Employer as this plan is intended to be a supplement thereto. ARTICLE II DEFINITIONS 2.01 Compensation: The total annual remuneration for employment received by the Participant from the Employer Includible Compensation: The amount of Compensation includible in the participant's federal gross income, reduced both by amounts of Compensation deferred under this Plan or arrangement pursuant to Section 457 of the Code or otherwise, and also reduced by the following: 1) employee salary reduction contributions to a 401(k) plan, a simplified employee pension plan or a section 125 cafeteria plan; 2) employee contributions which are picked up by the employer pursuant to Code Section 414(h); and, 3) amounts contributed by the Employer to an annuity contract described in Section 403(b) of the Code; without regard to any community property laws.

5 2.03 Deferred Compensation: The amount of Compensation not yet earned, as designated in the Participant Agreement which is made a part hereof, which the Participant and the Employer mutually agree shall be deferred in accordance with provisions of this Plan, subject to the following limitations: (a) (b) (c) (d) Contribution Limit: The maximum amount that may be deferred under the Plan by a Participant in a taxable year (except to the extent of any catch-up deferrals) is increased to the lesser of 1) the applicable dollar limits set forth in Code Section 457(e)(15) of $11,000 in 2002, $12,000 in 2003, $13,000 in 2004, $14,000 in 2005, $15,000 in 2006 and $15,000 as adjusted by the Secretary of the Treasury for 2007 and years thereafter; or, 2) 100% of the Participant's includible compensation. Pre-Retirement Catch-Up Contribution: The maximum amount a Participant may defer under Section 457(b)(3) of the Code each-calendar year to this or any other Eligible Deferred Compensation Plan shall not exceed the lesser of 1) twice the applicable dollar limit as set forth in Section 457(e)(15) of the Code, or 2) the applicable dollar limit as set forth in Section 457(e)(15) of the Code plus any Employer provided compensation eligible for deferral that was not deferred for any prior taxable year which began after December 31, Age 50+ Catch-Up Contribution: All Participants who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of Section 414(v) of the Code. Such contributions shall not, with respect to the year in which the contribution is made, be subject to any otherwise applicable limitation contained in Section 457 of the Code, nor be taken into account in applying such limitations to other contributions or benefits under this Plan or any other plan. This provision shall not apply for any year in which Section 457(b)(3) of the Code applies. Rollover Contribution: An Employee may contribute a Rollover Contribution to the Plan. A Rollover Contribution is a Participant contribution or a direct rollover of an eligible rollover distribution as defined under Section 402(c)(4) of the Code. The Plan Administrator may require the Employee to certify, either in writing or in any other form permitted under the rules promulgated by the IRS, that the contribution qualifies as a Rollover Contribution under the applicable provisions of the Code. If it is later determined that all or part of a Rollover Contribution was ineligible to be contributed to the Plan, the Plan Administrator shall direct that any ineligible amounts, plus earnings or losses attributable thereto (determined in a uniform and nondiscriminatory manner) be distributed from the Plan to the Employee as soon as administratively feasible. Separate accounting shall be maintained by the Plan Administrator for any Rollover Contribution not attributable to an Eligible Deferred Compensation Plan Rollover Contributions will be non-forfeitable at all times Normal Retirement Age: The Normal Retirement age shall be as described in Section 2.04(a) below subject to the alternative provision of 2.05(b) as elected in writing by the

6 (a) (b) Participant or pursuant to the automatic provision of 2.04(c): 70½; or, Any of the following as elected by the Participant at any time prior to Separation from Service or prior to the use of the Catch-up Contribution provision described at Section 2.03(b), (c), and (d) by written instrument or pursuant to the execution of a revised Participation Agreement: (1) Any age which is 1) not earlier than the earliest age at which the Participant has the right to retire and receive unreduced retirement benefits from the Employer's basic pension plan and 2) not later than the date the Participant attains age 70½; or, (2) For a Participant who continues in the services of the Employer after the Normal Retirement Age provided in Section 2.04(a) or after the age selected pursuant to 2.04(b) such Normal Retirement Age may be a later age as elected by the Participant; provided, however, such age may not be later than the Participant's actual date of Separation from Service with the Employer. (c) (d) If a Participant continues to provide services for the Employer either 1) after age 70½ without having previously elected an alternative Normal Retirement Age as provided in Section 2.04(b), or 2) after such age is elected pursuant to Section 2.04(b), such Participant's Normal Retirement Age shall automatically be the Participant's actual date of Separation from Service One a Participant has to any extent utilized the Catch-up Contribution of Section 2.03(b), (c), or (d), such Participant's Normal Retirement Age shall be determined solely by reference to that age as used for purposes of Section 2.04(b), (c), or (d); provided further, such age may not thereafter be changed Retirement: The severance of the Participant's employment contract or agreement for services with the Employer on or after attainment of the Participant's Normal Retirement Age whereby the Participant thereafter is not providing services to the Employer Separation of Service: The severance of the Participant's employment with the Employer whereby the Participant thereafter is not providing services to the Employer for compensation Beneficiary: Beneficiary or Beneficiaries of certain benefits of the Plan designated by the Participant in the Participation Agreement. Nothing herein shall prevent the Participant from designing more than one Beneficiary as primary and secondary Beneficiaries or changing the destination of a Beneficiary. If two or more or less than all designated Beneficiaries survive the Participant, payments shall be made equally to

7 all such surviving Beneficiaries, unless otherwise provided in the Beneficiary designation. Elections made by a participant in the Participation Agreement shall be binding on any such Beneficiary or Beneficiaries except for the right of a Beneficiary as provided in Section 6.05 and Eligible Individual: Any individual employee of the Employer or any individual performing services for the Employer by appointment of election who performs services for the Employer for which Compensation is paid Participant: Any Eligible Individual who fulfills the eligibility and enrollment requirement of Article IV Participation Agreement: Written agreement(s) between an Employer and a Participant setting forth certain provisions and elections relative to the Plan, establishing the amount of Deferred Compensation and the manner and method of paying benefits under the Plan, incorporating the terms and conditions of the Plan and establishing the Participant's participation in the Plan Plan Year: The calendar year Approved Institution: Any organization that has been approved by the Employer to provide services or Investment Product(s) to the Employer under the Plan, as provided in Nebraska Revised Statute (5) Investment Products: Any product issued of obtained from an Approved Institution for the purpose of satisfying the Employer's obligations under the Plan Designated Institution: As designated by a Participant in the Participation Agreement, any Approved Institution whose Investment Product is used for purposes of funding the benefits due that Participant pursuant to the Plan Employer: Sarpy County, Nebraska, by and through the Sarpy County Board of Commissioners, pursuant to Nebraska Revised Statute Distribution Eligibility: For purposes of this section, an Eligible Retirement Plan means an eligible retirement plan that is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an eligible deferred compensation plan described in Section 457(b) of the Code which is maintained by an eligible employer described in Section 457(e)(1)(A) of the Code, an annuity plan described in Section 403(a) of the Code, an annuity contract described in section 403(b) of the Code, or a qualified trust described in Section 401(a) of the Code, that accepts the distributee's eligible rollover distribution The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined under section 414(p) of the Code.

8 For purposes of this section, 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 under Section 414(p) of the Code, are distributee's with regard to the interest of the spouse or former spouse. For purposes of this section, a Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the distributee Distribution for Certain Non-Participating Participants: Rollover Contributions are excluded in determining whether the total amount of a Participant's Account under the Plan exceeds the dollar limit under Section 411(a)(11)(A) of the Code Transfers In: If a transfer is associated with a distributable event and the Employee is eligible to receive an eligible rollover distribution as defined under Section 402(c)(4) of the Code, such transfer will be considered a Rollover Contribution Transfers Out: If a transfer is associated with a distributable event and the distribution is an eligible rollover distribution as defined under Section 402(c)(4) of the Code, such transfer will be considered a Direct Rollover Trustee to Trustee Transfers to Purchase Permissive Service Credit: A Participant may elect to have all or a portion of a his/her Participant Account directly transferred to a defined benefit governmental plan (as defined under Section 414(d) of the Code) if such transfer is: (a) (b) For the purchase of permissive service credit (as defined under Section 415(n)(3)(A) of the Code) under such plan; or, A repayment to which Section 415 of the Code does not apply by reason of subsection (k)(3) thereof. ARTICLE III ADMINISTRATION 3.01 This Plan shall be administered by the Employer. The Employer may appoint a Committee ("Committee") of one or more individuals in the employment of the Employer for the purpose of discharging the administrative responsibilities of the Employer under the Plan. The Employer may remove a Committee member for any reason by giving such member ten (10) days written notice and may thereafter fill any vacancy thus created. The Committee shall represent the Employer in all matters concerning the administration of this Plan; provided however, the final authority for all administrative and operational decisions relating to the Plan remains with the

9 Employer The Committee shall have full power and authority: to adopt rules and regulations for the administration of the Plan, provided they are not inconsistent with the provisions of the Plan, and Section 457 of the Code and any Treasury regulations promulgated thereunder; to interpret, alter, amend, or revoke any rules and regulations so adopted; to make discretionary decisions under the Plan such as called for in Article VII; to demand satisfactory proof of the occurrence of any event that is a condition precedent to the commencement of any payment or discharge of any obligations under the Plan; and to perform any and all administrative duties under this Plan A Committee member shall be eligible to participate in the Plan, but such a person shall not be entitled to participate in discretionary decisions under Article VII relating to such person's own participation in the Plan The Employer of Committee acting on behalf of the Employer shall screen and approve any insurance company or other entity seeking to sell an Investment Product or otherwise operate as an Approved Institution under this Plan. The Committee may contract with an Approved Institution 1) to issue to the Employer an Investment Product as described in Article V of the Plan; or, 2) to provide services under the Plan for the convenience of the Employer including, but not limited to, the enrollment of Eligible individuals as Participants on behalf of the Employer, the maintenance of individual or other accounts and other records, and/or the making of periodic reports and the disbursement of benefits to Participants and Beneficiaries Pursuant to Nebraska Revised Statute the Sarpy County Treasurer is hereby designated custodian of the funds and securities under this plan. ARTICLE IV PARTICIPATION IN THE PLAN 4.01 Eligibility: Any Eligible Individual who performs services for the Employer for which Compensation is paid and who executes a Participation Agreement with the Employer is eligible to participate in the Plan Enrollment in the Plan: (a) (b) An Eligible Individual may become a Participant and agree to defer Compensation not yet earned by entering into a Participation Agreement in the month prior to the month in which the first day of the pay period occurs when it is to become effective. At the time of entering into or modifying the Participation Agreement hereunder to defer Compensation at the time of re-entry following a withdrawal under Article VII, a

10 Participant must agree to defer a minimum amount per pay period as may be required by the applicable approved institution as defined in The employer may change the minimum amount, provided such change applies equally, to all participants. A maximum deferral shall be the amount determined in Section 2.03(a), (b), (c), or (d), whichever is applicable, divided by the number of pay periods in the calendar year and reduced so this amount is not exceeded. (c) (d) (e) (f) A participant who defers Compensation may not modify such agreement to change the amount deferred except with respect to Compensation to be earned in accordance with 4.02(a) or except as provided in Article VII hereof with respect to withdrawals. A Participant may at any time revoke the Participation Agreement to defer Compensation with respect to compensation not yet earned. The Participant must notify the Committee in writing of such revocation prior to the first day of the pay period for which such revocation is to be effective. When the revocation is effective, the Participants full Compensation will be restored. Amounts previously deferred shall be paid only as provided in the Plan. A Participant who has withdrawn from the Plan, as set forth in Article VII, or has revoked the Participation Agreement, as set forth in subsection (d), above, or who returns to perform services for the Employer after a Separation from Services, may again become a Participant in the Plan and agree to defer Compensation not yet earned by entering into a new Participation Agreement as provided in Section 4.02(a) and after ninety (90) days have elapsed since date of withdrawal. A Participant may, pursuant to Plan procedures, request that the Employer change the designation of the Designated Institution utilized by the Employer to fund their benefits. ARTICLE V CALCULATION OF BENEFITS 5.01 The amount of any benefit payment to a Participant of Beneficiary made pursuant to this Plan shall be equal to the amount which is payable to the Employer under the Investment Product selected by the Participant according to the terms and conditions of the Participation Agreement All assets under this Plan shall be held in trust for the exclusive benefit of Participants and their Beneficiaries. For the purpose, an annuity contract or custodial account described in Code Section 401(f) shall be treated as a trust The Employer shall be liable to pay benefits under this Plan only to the extent of amounts that are available under the investment Products as elected in the Participation Agreement by the Participant, and the Employer shall not be responsible for the

11 investment or performance results of such Investment Product General Benefit Terms: ARTICLE VI BENEFITS (a) (b) (c) (d) Benefit payments to a Participant or Beneficiary shall be made according to the manner and method of payment as elected in the participation Agreement. Such election may be changed by a Participant or Beneficiary as appropriate and as allowed by the Plan at any time more than thirty (30) days prior to the commencement of such benefit payments pursuant to the Participation Agreement. In the absence of an election in the Participation Agreement as to the manner and method of such benefit payments as provided in Section 6.0l(a), the Employer shall make monthly payments on a fixed basis to the Participant or Beneficiary for a period of one hundred twenty (120) payments guaranteed. In no event shall payments to a Beneficiary exceed the life expectancy of a Beneficiary. In determining the amount of benefit payments, the minimum distribution incidental death benefit rule must be satisfied. This rule will be similar to the one contained in IRS Proposed Regulation 1.401(a)(9)-2. To the extent that the payment required under this rule is greater than the amount determined under 6.0l(d), the greater amount must be paid. Benefits under the Plan must either 1) be distributed by the April 1 of the calendar year following the calendar year in which the Participant attains age 70 ½ or separates from service whichever occurs later; or, 2) commence no later than April 1 of the calendar year described in 1) and be made over the life of the Participant (or the lives of the Participant and the Participant's Beneficiary) or over a period not exceeding the life expectancy of the Participant and the Beneficiary. For purposes of this provision, life expectancy or expectancies shall be determined using the return multiples of Section of the Regulations. The life expectancy of the Participant and the Participant's spouse (other than in the case of life annuity) may be recalculated, but not more frequently than annually. (e) In no event may benefit payments to the Participant of any Beneficiary commence later than April 1following the close of the Plan year after the latter of 1) the date of Separation from Service or, 2) the date the Participant attains (or would have attained) age 70½.

12 (f) (g) (h) Benefit payments to a Participant or Beneficiary shall commence at the time provided in the Plan, subject to an irrevocable election by the Participant or Beneficiary as appropriate prior to the time such benefits first become payable to defer the beginning of such payments or a portion of such payments to a later date as allowed by the Plan and pursuant to the Participation Agreement. Distributions payable over a period of more than one year must be paid in substantially non-increasing amounts (not less frequently than annually). For purposes of deferrals, withdrawals and payment of benefits pursuant to provisions of the Plan, the Employer shall only consider a request signed by the Participant or Beneficiary as appropriate and submitted to the Employer Benefits Upon Retirement: Beginning no later than one hundred eighty (180) days following the Participant's Retirement, the Employer shall begin payments to the Participant in accordance with the elections made in the Participation Agreement. The Participant may irrevocably elect, within the one hundred eighty (180) day period ending one hundred fifty (150) days after Retirement, to defer the beginning of such payments or any portion of such payments to a date not later than April 1 following the close of the Plan Year in which the Participant would attain age 70½, the one hundred eighty (180) day period may not extend beyond the April 1 noted Benefits Upon Separation From Service: If Separation from Service occurs prior to attainment of age 70½, the Employer shall begin benefit payments no later than one hundred eighty (180) days following such Separation from Service. The Participant may irrevocably elect, within the one hundred eighty (180) day period ending one hundred fifty (150) days after Separation from Service, to defer the beginning of such payments or any portion of such payments to a date not later than April 1 following the close of the Plan Year in which the Participant would attain age 70½, the one hundred eighty day period may not extend beyond the April 1 noted Second Deferral Election: A Participant who has elected to defer all or a portion of their benefits under 6.02 or 6.03 may, subsequent to their election and prior to commencement of benefits, elect to further defer payment of benefits to a later date as allowed under 6.02 or A Participant is only permitted to make one such election under this section Benefits Upon Death After Commencement of Benefits: (a) Should the Participant die at any time after benefit payments have commenced, the Employer shall commence payment to the Beneficiary of the balance remaining of such payments following receipt by the Employer of satisfactory proof of death of the Participant but in no event later than ninety (90) days following the appointment of the administrator or executor of the Participant's estate. Such payments shall be made according to the manner and method selected by the Participant in the Participation

13 Agreement over a period not to exceed: (1) The life of the Beneficiary if the Beneficiary is the Participant's surviving spouse; or, (2) A period not in excess of fifteen (15) years, if the beneficiary is not the Participant's surviving spouse. (b) If no beneficiary is designated as provided in Section 2.07 or if no Beneficiary survives the Participant for a period of thirty (30) days, then the employer shall pay to the estate of the Participant a single lump sum amount equal to the current value of such remaining payments. If a Beneficiary does not survive the period after the Participant's death during which such payments to the Beneficiary are to be made, the Employer shall pay to the estate of that Beneficiary a single lump sum amount equal to the current value of such remaining payments to that Beneficiary Benefits Upon Death Prior to Commencement of Benefits: (a) Should the Participant die at any time before benefit payments have commenced, the Employer shall commence benefit payments to the Beneficiary no later than one hundred eighty (180) days following the appointment of the administrator or executor of the Participant's estate. Such payments shall be made according to the manner and method provided in the Participation Agreement or as selected by the Beneficiary pursuant to a revised Participation Agreement submitted to the Employer more than thirty (30) days prior to the commencement of such benefit payments over a period not to exceed: (1) The life of the Beneficiary if the Beneficiary is the Participant's surviving spouse, or (b) (c) (2) A period not in excess of fifteen (15) years, if the Beneficiary is not the Participant's surviving spouse; however, payments must start by the end of the year following the year of the Participant's death, otherwise everything must be paid within 5 years. However, the Beneficiary, if the Beneficiary is the Participant's surviving spouse, may irrevocably elect within the one hundred eighty (180) day period subsequent to the Participant's death to defer the beginning of such payments to a date not later than the date the Participant would have attained 70½. The Beneficiary may also elect to change the manner and method of benefit payments as allowed under the Plan if such election is made more than thirty (30) days prior to the date when such deferred benefits are to commence pursuant to Section 6.05(b) or the Plan. If no Beneficiary is designated as provided is Section 2.07 or if no Beneficiary survives the Participant for a period of thirty (30) days, the Employer shall pay the estate of the

14 Participant a single lump sum amount equal to the current value of the benefits. If a Beneficiary does not survive the period after the Participant's death during which payments to the Beneficiary are to be made, then the Employer shall pay to the estate of the Beneficiary a single lump sum amount equal to the current value of the Benefits to the Beneficiary. ARTICLE VII WITHDRAWALS 7.01 In the case of an unforeseeable emergency prior or subsequent to the commencement of benefit payments, a Participant may apply for withdrawal of an amount reasonably necessary to satisfy the emergency need. If such application for withdrawal is approved by the Employer the withdrawal will be effective at the later of the date specified in the Participant's application or the date of approval by the Employer. The approved amount shall be payable in a lump sum within thirty (30) days of such effective date or in some other manner consistent with the emergency need as determined by the Employer For the purposes of this Plan, the term "unforeseeable emergency" means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant's property due to casualty, or other similar, extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Withdrawals for foreseeable expenditures normally budgetable, such as a down payment on a home or purchase of an auto or college expenses, will not be permitted; however, see Article VIII below for information on Participant Loans. The Employer shall not permit withdrawal for unforeseeable emergency to the extent that such hardship may be relieved: (a) (b) (c) Through reimbursement of compensation by insurance or otherwise; By liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardships; or By cessation of deferrals under the Plan In no event shall the amount of a withdrawal for unforeseeable emergency exceed the amount of benefits which would have been available to the Participant at the time of withdrawal. Notwithstanding any other provisions of this Plan, if a Participant makes a withdrawal hereunder, the value of benefits under the Plan shall be appropriately reduced to reflect such withdrawal, and the remainder of any benefits shall be payable in accordance with otherwise applicable provisions of the Plan If the value of a Participant's benefits under the Plan does not exceed the dollar limit

15 under Section 411(a)(11)(A) of the Code, the Participant may elect at any time (even if the Participant has not separated from service) to receive such value in a lump sum if: 1) the Participant has not deferred any amount under the Plan during the two year period ending on the date of distribution; and, 2) the Participant has not previously received a distribution under this section, however, if the Participant has terminated from service items 1) and 2) are not required. ARTICLE VIII PARTICIPANT LOANS 8.01 Loan Eligibility: Any Participant who is an active employee at the time a loan is made is eligible for a loan from the Plan. Each Participant is entitled to one (1) Plan loan at any time, and may not take out additional loans from additional sponsor Plans until the prior Plan loan has been repaid in full. In addition, a Participant who had defaulted on a previous Plan loan shall not be eligible for another Plan loan from any sponsor Plan until all defaulted Plan loans are repaid in full, including accrued interest and fees Loan Application and Loan Agreement: Participants must complete a loan application and enter into a legally enforceable loan agreement on behalf of the Plan. If the loan is for the purchase of the Participant s principal residence, the participant will be required to sign a primary residence certificate form and provide additional documentation to support the purchase of a principal residence. A Plan loan shall be made only from the Before-Tax Deferral Account or, if applicable, Rollover Accounts that are not attributable to after-tax rollovers (including rollovers of Roth accounts). Loans may be withdrawn only from pre-tax balances, after tax money sources will not be included in the calculation of the Participant s account for purposes of calculating availability for a loan. Additionally, no loans will be funded from any after tax money source. To the extent that a Participant has a self-directed brokerage account, no funding from such self-directed brokerage account shall be permitted. To the extent that insufficient funds from non-self-directed brokerage account are available to fund the loan, the loan shall not be approved Loan Repayment/Minimum and Maximum Loan Term: Repayment of any loan made to a Participant shall be made in a manner and pursuant to the terms set forth in the loan agreement Loan Amortization: Amortization of any loan made to a Participant shall be made in a manner and pursuant to the terms set forth in the loan agreement Loan Frequency: Each participant may have only one (1) Plan loan outstanding at any given time. A Plan loan which is in default, even if the defaulted loan was treated as a "deemed distribution" under federal regulations, shall be treated as an outstanding loan until the participant repays the total amount outstanding on the loan.

16 8.06 Default: Action taken by the loan provider in the case of default will be set forth in the terms of the loan agreement Loan Prepayment: Prepayment may be allowed by the loan company, and shall be made in a manner pursuant to the terms set forth in the loan agreement Loan Security: By accepting a loan, the participant is giving the Plan a security interest in his or her vested Plan balance equal to the total loan amount Minimum/Maximum Amount: The minimum loan amount permitted is $1, Account balances attributable to Section 3121 contributions and associated earnings will not be considered in determining the maximum and minimum loan amount. The maximum amount of any loan permitted under the Plan (when added to the outstanding balance of all other loans from the plan) is the lesser of 1) $50,000, reduced by the excess (if any) of (A) the highest outstanding balance of loans from the plan during the one-year period ending on the day before the date on which the loan was made over (B) the outstanding balance of loans from the plan on the date on which the loan is made; or, 2) one half of the present value of the Participant's vested account balance. This amount is determined in the aggregate for all such loans a Participant may have Suspension of Loan Payments: A participant s obligation to repay any loan under the Plan may be suspended during the period in which the participant is performing service in the United States military as may be required by law. Additionally, repayment on any loan may be suspended for non-military reasons in a manner pursuant to the terms set forth in the loan agreement Loan Interest Rate: The interest rates for a Plan loan shall be commensurate with interest rates being charged by entities in the business of lending money under similar circumstances and as pursuant to the terms set forth in the loan agreement Annual Loan Maintenance and Asset Fees: An annual loan maintenance and asset fee may be charged in a manner pursuant to the terms set forth in the loan agreement Loan Default Fee: A loan default fee may be applicable and charged in a manner pursuant to the terms set forth in the loan agreement Loans for The Purchase of a Principal Residence: All loans issued by the Plan will be general loans to be repaid in no more than five (5) years unless the Sponsor affirmatively elects to offer loans for the purchase of the participant s principal residence, which may be repaid in no more than fifteen (15) years. Such loans shall be solely secured by the participant s vested account balance as set forth in Section 8.08 above Loan Correction: In the event an error occurs in the administration of the loan, at the Sponsor s direction, the loan provider may undertake correction of the error in accordance with methods prescribed by the IRS or through any IRS correction program.

17 ARTICLE IX LEAVE OF ABSENCE A Participant on an approved leave of absence with or without Compensation may continue to participate in the Plan subject to all the terms and conditions of the Plan; provided further, Compensation may be deferred for such Participant if such Compensation continues while the Participant is on an approved leave of absence. ARTICLE X NON-ASSIGNABILITY CLAUSE Neither the Participant nor any other person shall have any right to commute, sell, assign, pledge, transfer or otherwise convey or encumber the right to receive any payments hereunder, and such payments thereto are expressly declared to be unassignable and non-transferable. Nor shall any unpaid benefits be subject to attachment, garnishment, or execution for the payment of any debts, judgements, alimony, or separate maintenance owed by the participant or any other person, nor be transferable by operation of law in the event of bankruptcy or insolvency of the Participant or any other person. ARTICLE XI AMENDMENT OR TERMINATION OF PLAN The Employer may terminate or amend the provisions of this Plan at any time provided, however, no termination or amendment shall affect the rights of a Participant or a Beneficiary to the receipt of benefits with respect to any Compensation deferred before the time of termination or amendment, as adjusted for the investment experience of the Investment product of the Designated Institution prior to or subsequent to the termination or amendment Upon termination of the Plan, the Participants in the Plan will be deemed to have withdrawn from the Plan as of the date of such termination. The full Compensation of all Participants will be thereupon restored on a non-deferred basis. The Employer shall not distribute Plan benefits at the time of such termination; the Employer shall rather retain all amounts of Deferred Compensation and shall only pay or dispose of Plan benefits as provided by Articles V, VI, VII, VIII, and XII of the Plan and according to the terms of the Plan.

18 ARTICLE XII PLAN-TO-PLAN TRANSFERS This Plan shall accept for transfer amounts of Compensation previously deferred pursuant to another "eligible plan of deferred compensation established pursuant to Section 457 of the Code maintained by another employer If the Participant separates from service to accept employment with or perform services for another employer which maintains an "eligible" plan of deferred compensation pursuant to Section 457 of the Code, the amounts deferred under this Plan shall, at the Participant's election, be transferred to such other "eligible" plan, provided such other plan provides or is able to provide for the acceptance of such amounts. The Participant's election to transfer must be made prior to the date benefits would otherwise become payable pursuant to the terms of this Plan. ARTICLE XIII APPLICABLE LAW The Plan shall be construed under the laws of the Sate of Nebraska.

19 Nationwide" Nationwide Retirement Solutions Governmental 457(b) Plan Loan Procedures Page 1 of 6 Plan Name, Nationwide Retirement Solutions, lnc. ("NRS") agrees as the Administrative Service Provider to administer loans in accordance with the terms of these Plan Loan Procedures and the attached "Plan Election Worksheet" (see Addendum A) as approved by the Plan Sponsor of the Plan. The Plan Sponsor directs the Plan Administrator of the Plan to administer loans in accordance with this document. The Plan Sponsor or the Plan Adminlstrator may amend these Plan Loan Procedures within any constraints placed by NRS. Any such amendments shall bind the Plan Sponsor and the Plan Administrator. The Plan Sponsor is encouraged to consult with legal advisors in determining whether the procedures identified herein are appropriate for the Plan. The Plan Sponsor and Plan Administrator (collectively the "Client") acknowledge that NRS may need to make changes from time-to-time to the administrative procedures set forth herein and may request amendments to the Plan documents to maintain the Plan's Loan Program. ln such a case, NRS will provide the Client with timely notice of such changes as they become necessary. The following Plan Loan Procedures shall govern Participant loans offered in the Plan Sponsor's 457(b) Plan ("Plan"): 1. Loan Administration - Client delegates to NRS certain administrative duties regarding the administration of loans from the Plan, which are set forth herein and which may be modified by NRS upon timely notice to and acceptance by the Plan Sponsor. 2. Loan Eligibility - Any Plan Participant, who falls into one of the employee statuses that the Client has elected, is eligible for a loan from the Plan. Each Participant is entitled to one outstanding loan from the Plan at any time. ln addition, a Participant who has defaulted on a previous loan shall not be eligible for another loan from the Plan until all defaulted loans are repaid in full, including accrued interest. 3. Loan lnitiation and Loan Application - ln order to receive a loan from the Plan, an eligible Participant must complete all required documents provided in the Loan Application and return them to NRS. Before a loan is issued, the Participant must enter into a legally enforceable Loan Agreement as provided by NRS in the Loan Application, on behalf of the Plan. A loan initiation fee will be deducted from the Particlpant's account(s) after the loan has been funded by the Participant's account(s). 4. Loan Security - By accepting a loan, the Participant is giving the Plan a security interest in his or her vested Plan balance equal to the total loan amount, but not to exceed 5Oo/o of the Participant's vested Plan balance. 5. Loan Money Source - A loan shall be modeled taking into account the Participant's entire Plan account balance. Loans shall be funded only from a Participant's available Plan account pre-tax money sources. To the extent that a Participant has a self-directed brokerage account, no funding from such self-directed brokerage account shall be permitted. 6. Minimum and Maxamum Loan Term - The minimum and maximum loan term over which a loan may be repaid is the term elected by the Client. Except as otherwise provided herein, the maximum loan term shall not exceed 5 years. 7. Minimum,/Maximum Loan Amount - The minimum loan amount permitted shall be the amount elected by the Client. The maximum amount of any loan permitted under the Plan shall comply with Section 72(p) ot the Internal Revenue Code and (when added to the outstanding balance of all other loans from all plans sponsored by the same employer) is the lesser of (i) $5O,OOO, reduced by the excess (if any) of (A) the highest outstanding balance of loans from all plans sponsored by the same employer, during the one-year period ending on the day before the date on which the loan was made over (B) the outstanding balance of loans from all plans sponsored by the same employer, on the date on which the loan is made, or (ii) one half of the present value of the Participant's vested account balance. N R N-O8s4AO.3 (O7/ 2a15)

20 Plan Name: Nationwide Retirement Solutions Governmental 457(b) Plan Loan Procedures Page 2 of 6 B. Loan Amortization - Each loan shall be amortized with interest accruing immediately, with repayments beginning approximately 30 days from the date the loan is processed, in substantially equal repayments consisting of principal and interest during the term of the loan. Repayments of principal and interest shall be made in a manner and pursuant to the terms set forth in the Loan Agreement. The amount of the final payment may be higher or lower depending upon the Participant's repayment hlstory. 9. Loan Repayment - Repayment of any loan made to a Participant shall be made in a manner and pursuant to the terms set forth in the Loan Agreement. Loans must be repaid according to the repayment method elected by the Client. The Participant receiving a loan shall be required to furnish the information and authorization necessary to effectuate the foregoing repayments prior to the commencement of a loan. ln the event that a Participant elects to receive a distribution from the Plan that is less than 1OO% of his outstanding account balance at a time when such person has a loan outstanding, the Participant shall continue to make repayments on the loan. 1O. Loan Prepayment - The entire amount of a loan, including outstanding principal and any accrued interest, may be paid without penalty prior to the end of the term of the loan in the manner prescribed by NRS..11. Loan Overpayment - ln the event that NRS receives a loan overpayment, any amount over the repayment amount due will be applied or refunded according to the administrative policies of NRS. 12. Cure Period - lf a Participant fails to make a loan repayment when due, the missed repayment must be made within the cure period elected by the Client. '13. Default - lf any repayment is not received by NRS by the end of the cure period, the entire amount of the loan will be defaulted and treated as a deemed distribution, effective as of the end of the cure period elected by the Client. A deemed distribution is treated as a distribution from the Plan for federal (and possibly state or local) income tax purposes; therefore amounts treated as a deemed distribution will be subject to federal, state and/or local income taxes, and certain excise taxes and penalties may apply. NRS will issue a Form lo99-r to the Participant reflecting the deemed distribution. Any payment made on a defaulted loan will be applied to the outstanding balance of the loan including accrued interest. Such repayment(s), following the date of default, will be treated as after tax amounts and the Participant will receive tax basis in his or her Plan account for such amounts. The entire loan, including any accrued interest, will also be due and payable immediately in the event of the death of the Participant. The outstanding balance of the loan will be treated as a deemed distribution following the date of notification of such death provided such notification is in good order as determined by NRS. '14. Loans Offered from Other Administrative Service Providers - ln the event the employer offers the Plan through multiple service providers, the Client and/or Participant and not NRS shall at all times remain responsible for ensuring that any loan received under the Plan is in accordance with the limits in Section 7. NRS shall apply the maximum loan amount limit and any other limits imposed under the lnternal Revenue Code without regard to any other loans received by the Participant from any other administrative service provider(s) under this Plan or any other plan maintained by the PIan Sponsor. N R N-08s4AO.3 (O7/ 201s)