Loading...
HomeMy WebLinkAboutORD 880402 - TMRS Service CreditsORDINANCE NO... TEXAS MUNICIPAL RETIREMENT SYSTEM AN ORDINANCE AUTHORIZING AND ALLOWING, UNDER THE ACT GOVERNING THE TEXAS MUNIC- IPAL RETIREMENT SYSTEM, "UPDATED SERVICE CREDITS" IN SAID SYSTEM FOR SERVICE PERFORMED BY QUALIFYING MEMBERS OF SUCH SYSTEM WHO PRESENTLY ARE IN THE EMPLOY- MENT OF THE CITY OF GEORGETOWN, TEXAS; AND ESTABLISHING AN EFFECTIVE DATE FOR SUCH ACTION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: SECTION I. AUTHORIZATION OF UPDATED SERVICE CREDITS. (a) On the terms and conditions set out in Sections 63.401 through 63.403 of Title 110B, Revised Civil Statutes of Texas, 1925, as amended, each member of the Texas Municipal Retirement System who has current service credit or prior service credit in said System, in force and effect on the lst day of January, 1988, by reason of service in the employment of the City of Georgetown, and on such date has at least 36 months of credited service with said system, shall be and is hereby allowed "Updated Service Credit" (as that term is defined in sub- section (d) of Section 63.402 of said title) in an amount that is 100% of the "base Updated Service Credit" of the member ,'(calculated as provided in subsec- tion (c)of Section 63.402 of said title). The Updated Service Credit hereby allowed shall replace any Updated Service Credit, prior service credit, special prior service credit, or antecedent service credit previously authorized for part or the same service. (b) On the terms and conditions set out in Section 63.601 of said title, any member of the Texas Municipal Retirement System who is eligible for Updated Service Credits on the basis of service with this City, and who has unforfeited credit for prior service and/or current service with another participating municipality or municipalities by reason of previous service, and was a con- tributing member on January 1, 1988, shall be credited with Updated Service Credits pursuant to, calculated in accordance with, and subject to adjustment as set forth in said 63.601. (c) In accordance with the ;provisions of subsection (d) of Section 63.401 of said title, the deposits required to be made to the Texas Municipal Retirement System by employees of the several participating departments on account of cur- rent service shall be calculated from and after the date aforesaid on the full amount of such person's earnings as an employee of the City. SECTION 2. EFFECTIVE DATE Subject to approval by the Board of Trustees of Texas Municipal Retirement Sys- tem, the updated service credits granted hereby shall be and become effective on the lst day of January, 1989. Passed and approved on first reading this the 22nd day of November, 1988. Updated Service Credit Ordinance (Continued) PAGE 2 Passed and approved on second reading this the ;,= day of December, 1988. ATTEST: Callander, City Attorney rlitti'44f:il.`.l4I:I11I7d-14ry �L•I: - r :. merit Trust. (a) By -Laws The By -Laws referred to in Section 4.1 hereof, as amended from time to time (b) Deferred Compensation Plan. A deferred compensation plan established and maintained by a Public Employer for the purpose of providing retire- ment income and other deferred benefits to its employees in accordance with the provisions of section 457 of the Internal Revenue Code of 19544 as amended. (c) Guaranteed Investment Contract. A contract entered into by the Retire - merit Trust with insurance companies that provides for a guaranteed rate of return on investments made pursuant to such contract. (d) ICMA. The International City Management Association. (e) ICMAIRC Trustees. Those Trustees elected by the Public Employers who, in accordance with the provisions of Section 3.1(a) hereof, are also mem- bers of the Board of Directors of ICMA or RC. M Investment Adviser. The Investment Adviser that enters into a contract with the Retirement Trust to provide advice with respect to investment of the Trust Property. (g) Employer Trust. A trust created pursuant to an agreement between RC and a Public Employer for the purpose of investing and administering the funds set aside by such employer in connection with its deferred compen- sation agreements with its employees. (h) Portfolios. The Portfolios of investments established by the Investment Adviser to the Retirement Trust, under the supervision of the Trustees, for the purpose of providing investments for the Trust Property. n Public Employee Trustees Those Trustees elected by the Public Employers who, in accordance with the provisions of Section 3.1(a) hereof, are full-time employees of Public Employers. (D Public Employer. A unit of state or local government, or arry agency or instnirriertalit)t thereof that has adopted a Deferred Compensation Plan and has executed this Declaration of Trust. v OF PROPERTY Section 2.1Creation: The Retirement Trust is created and established by the execution of this Declaration of Trust by the Trustees and the Participating Public Employers. Section 2.2 Purpose: The purpose of the Retirement Trust is to provide for the commingled investment of funds held by the Public Employers in connec- tion with their Deferred Compensation Plans. The Trust Property shall be invested in the Portfolios, in Guaranteed Investment Contracts, and in other investments recommended by the Investment Adviser under the supervision of the Board of Trustees Section 2.3 Ownership of Trust Property: The Trustees shall have legal title to the Trust Property. The Public Employers shall be the beneficial owners of the Trust Property. ARTICLE Ill, TRUSTEES Section 3.1 Plumber and Qualification of Trustees. (a) The Board of Trustees shall consist of nine Trustees. Five of the Trustees shall be full-time employees of a Public Employer (the Public Employee Trustees) who are authorized by such Public Employer to serve as Trustee. The remaining four Trustees shall consist of two persons who, at the time of election to the Board of Trustees, are members of the Board of Directors of ICMA and two persons who, at the time of election, are members of the Board of Directors of RC (he ICMA/RC Trustees). One of the Trustees who is a director of ICMA, and one of the Trustees who is a director of RC, shall, at the time of election, be full-time employees of a Public Employer. (b) No person may serve as a Trustee for more than one term in any ten-year period. Section 3.2 Election and Term. (a) Except for the Trustees appointed to fill vacancies pursuant to Section 3.5 hereof, the Trustees shall be elected by a vote of a majority of the Public Employers'in accordance with the pra.edures set forth in the By -Laws. (b) At the first election of Trustees, three Trustees shall be elected for a term of three years, three Trustees shall be elected for a term of two years and three Trustees shall be elected for a term of one year. At each subsequent election, three Trustees shall be elected for a term of three years and until his or her successor is elected and qualified. Section 3.3'Nominations: The Trustees who are full-time employees of Public Employers shall serve as the Nominating Committee for the Public Employee The Nominating Committee shall choose candidates for Pubic Employee Trustees in accordance with the procedures set forth in the By-laws. (a) Arry Trustee may resign as Trustee (without need for prior or subsequent accotinting) by an instrument in writing Signed by the Trustee and delivered -to the other Trustees, and such resignation shall be effective upon such •: • i:l: arH • f '• t :• i '! M'. . •, •.. 1. V:.� r :.. • i.. •-•. ,, • .�-._ employee of a Public Employer. .t 2.l f: •" t� •.: • : • _. ♦::. : I• is : t :: Section S,5 Vlacencies: The term of office of a Trustee shall terminate and a vacancy "I occur in the event of the death, revignation, removal, adjudi- cated incompetence or other incapacity to perform the duties of the office of a Trustee In the case of a vacancy, the remaining Trustees shall appoint such person as they in their discretion shall see fit (subject to the limitations set forth in this Section),to serve for the unexpired portion of the term N the Trustee •has resigned or otherwisee• to be -Trustee, The appointment be made by a written instrument signed by a majority of the Truste� The person appointed must be the same type of Trustee (i.e. Public Employee Trustee or ICMAIRC Wustee) as the pawn who has ceased to be a Trustee, An appoint- ofa Trustee maybe _.•^in anticipationofa vacancy to occur date by reason of retirement or resignation, provided that such appdtntment shall not become effective prior to such retirement or resignation. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Section 3.5, the Trustees in office, regardless of ttieir num- ber, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration. A written instrument certifying the existence of such vacancy signed by a majority of the Trustees shall be conclusive evidence of the existence of such vacancy. this Declaration, each Public Employer agrees that the Public Employee Twsle� d by the Public Employerst. s and represeri- tatives the Public•- • - Section 4.1 GeneralPowers: The Trustees shall have the power to conduct the business of the Trust and to carry on its operations. Such power sNA include, W shalt not be limited to, the power to: (a) receive the Trust Property from the Public Employers or from a Trustee of any Employer Trust; (b) enter into a contract with an Investment Adviser providing, among other things, for the establishment and operation of the Portfolios, selection of the Guaranteed Investment Contracts in which the Trust Property may be invested, selection of other investments for the Trust Property and the pay- ment of reasonable fees to the Investment Adviser and to airy sub -investment adviser retained by the Investment Adviser; (c) review annually the performance of the Investment Adviser and approve annually the contract with such Investment Adviser, (d) invest and reinvest the Trust Property in the Portfolios, the Guaranteed Investment Contracts and in any other investment recommended by the Investment Adviser, provided that it a Public Employer has directed that its monies be invested in specified Portfolios or in a Guaranteed Investment Contract, the Trustees of the Retirement Trust shall invest such monies in ac oxclarce with such directions: (e) Creep such portion of the Trust Property in cash or cash balances as the Trustees, from time to time, may deem to be in the best interest of the Retirement Trust created hereby, without liability for interest thereon; (f) accept and retain for such time as they may deem advisable any securi- ties or other property mceived or acquired by them as Trustees hereunder, whether or not such securities or other property veld normally be pur- chased as investments hereunder; (g) cause arry securities or other property held as part of the Trust Property to be registered in the name of the Retirement Trust or in the name of a norninee, and to hold arry investments in bearer form, but the books and records of the Trustees shall at all times show that all such irrvestments are a part of the Trust Property; (h) make� exeaft ackno� and deliver any and all documents of trans - far and conveyance arid arry and all other instruments that may be neces- sary or appropriate to carry out the powers herein granted: R (n) pay out of the Trust Property all real and personal property taxes, income taxes and other taxes of any and all kinds which, in the opinion of the Trustees, are properly levied, or assessed under existing or future laws upon, or in respect of, the Trust Property and allocate any such taxes to the appropri- ate accounts; (o) adopt, amend and repeal the By -Laws, provided that such By -Laws are at all times consistent with the terms of this Doclaration of Trust; (p) employ persons to make available interests in the Retirement Trust to employers eligible to maintain a deferred compensation plan under sec- tion 457 of the Internal Revenue Code, as amended; (q) issue the Annual Report of the Retirement Trust, and the disclosure docu- ments and other literature used by the Retirement Trust; (r) make loans, including the purchase of debt obligations, provided that all such loans shall bear interest at the current market rate; (s) contract for, and delegate any powers granted hereunder to, such officers, agents, employees, auditors and attorneys as the Trustees may select, provided that the Trustees may not delegate the powers set forth in para- graphs (b), (c) and (o) of this Section 4.1 and may not delegate any powers of such delegation would violate their fiduciary duties; 0) provide for the indemnification of the officers and Trustees of the Retire- ment etiremerit Trust and purchase fiduciary insurance; (u) maintain books and records, including separate accounts for each Pub- lic Employer or Employer Trust and such additional separate accounts as are required under, and consistent with, the Deferred Compensation Plan of each Public Employer; and (v) do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustees may deem necessary or appropriate to administer the Trust Property and to carry out the purposes of the Retirement Trust. Section 4,2 Distribution of Trust Prop": Distributions of the Trust Prop - be :• behalf of, the Public.r accordance with the terms of the Deferred Compensation Plans or Employer Trusts. The Trustees of the Retirement Trust shall be fully protected in making payments in accordance with the directions of the Public Employers or the Trustees of the Employer Trusts4withoutY. ywhetherpayments arments creating ft Employer Trusts. e in com- pliance .• • •:: !t • .t c• � ♦ max` '• the TnI the Trustees shall perform all acts within their authority for the ex�lusive purpose of providing beneft for the Public Employers, and shall perform:Ml.with the camskill,prudence and diligence the circum- stances familiar with suich matters would use in the conduct of an enterprise of a like character and with like alms. Section 5.2 Lh"Itty: The Trustees shall not be liable for any mistake of Odg- merd or other action taken in good faith, and for arry action taken or omitted in reliance in good faith upon the books of acc(iunt or other records of the Retirement Trust, upon the opinion of counsel, or upon reports made to the Retirement Trust by arry of its officers, employees or agents or by the Invest- ment Adviser or arry sulawinvestment adviser, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees the Retirement Trust. The Trustees shall also not be liable for any toss sustained by the Trust Property by reason of any investment made in good faith and in accordance c it the standard of care set forth -alt. ARTICLE YI. ANNUAL REPORT TO SHAREHOLDERS The Trustees shall annually submit to the Public Employers a written report of the transactions of the Retirement Trust, including financial statements which shall be certified by independent public accountants chosen by the Trustees. P this t by delivering to the B•. • of effect. The withdrawing Public Employer Is beneficial interest in the Retirement lust shall be paid out t6 the Publc Employer or to the Trustee of the Employer Trust, as appropriate. Section 7.2 Duration: The Retirement Trust shall continue until terminated by the vote of a majority of the Public Employers, each casting one vote Upon termination, all of the Trust Property shall be paid Gul to the Public Employers or the Trustees of the Employer TrusM as appropriate Section 7.4 Procedure: A resolution to terminate or amend the Retirement Trust or to remove a Trustee shall be submitted to a vote of the Public Employers if: (a) a majority of the Trustees so direct, or; (b) a petition requesting a vote. signed by not less than 25% of the Public Employers, is submitted to the Trustees. Section 8.1 Governing : Except as otherwise required by state or local taw, this Declaration of Trust and the Retirement Trust hereby created shall be construed and regulated by the laws of the District of Columns. Section 8.2 Counterparts: This Declaration may be executed by the Public Employers and Trustees in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. R ! - •.- • •. i i • • - ARTICLE YI. ANNUAL REPORT TO SHAREHOLDERS The Trustees shall annually submit to the Public Employers a written report of the transactions of the Retirement Trust, including financial statements which shall be certified by independent public accountants chosen by the Trustees. P this t by delivering to the B•. • of effect. The withdrawing Public Employer Is beneficial interest in the Retirement lust shall be paid out t6 the Publc Employer or to the Trustee of the Employer Trust, as appropriate. Section 7.2 Duration: The Retirement Trust shall continue until terminated by the vote of a majority of the Public Employers, each casting one vote Upon termination, all of the Trust Property shall be paid Gul to the Public Employers or the Trustees of the Employer TrusM as appropriate Section 7.4 Procedure: A resolution to terminate or amend the Retirement Trust or to remove a Trustee shall be submitted to a vote of the Public Employers if: (a) a majority of the Trustees so direct, or; (b) a petition requesting a vote. signed by not less than 25% of the Public Employers, is submitted to the Trustees. Section 8.1 Governing : Except as otherwise required by state or local taw, this Declaration of Trust and the Retirement Trust hereby created shall be construed and regulated by the laws of the District of Columns. Section 8.2 Counterparts: This Declaration may be executed by the Public Employers and Trustees in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. ._ .r,. APPENDIX C TRUST AGREEMENT WITH AGREEMENT made by and between the Employer named in the attached reso- lution and the International City Management Association Retirement Corpora- tion (hereinafter the "trustee" or "Retirement Corporation"}, a nonprofit corpora- tion orgarvzsd and existing under the taws of the State of Delaware, for the purpose of investing and otherwise administering the funds set aside by Employers in connection with deterred compensation plans established under section 457 of the Internal Revenue Code of 9954 (the "Code. This Agreement shall take effect upon acceptance by the Trustee of its appointment by the Employer to serve as Trustee in accordance herewith as set forth in the attached resolution. WHEREAS, the Employer has established a deterred compensation plan under section 457 of the Code (the "Plan); WHEREAS, in order that there will be sufficient funds available to discharge the Employer's contractual obligations under the Plan, the Employer desires to set aside periodically amounts equal to the amount of compensation deferred; WHEREAS, the funds set aside, together with any and all assets derived from the investment thereof, are to be exclusively within the dominion, control, and ownership of the Employer, and subject to the Employer's absolute right of with- drawal, no employees having arty interest whatsoever therein: NOW, THEREFORE, this Agreement witnesseth that (a) the Employer will pay monies to the Trustee to be placed in deferred compensation accounts for the Employer; (b) the Trustee covenants that it will hold said sums, and any other funds which it may receive hereunder, in trust for the uses and purposes and upon the terms and conditions hereinafter stated, and (c) the parties hereto agree as follows: ARTICLE 1, GENERAL DUTIES OF THE PARTIES Section 1A General Duty of the Employer The Employer shall make regu- periodic payments equal to the amountsof A • •compensation which are deferred in accordance with the terms and conditions of the Plan to the extent that such amounts . • be invested under Section 1.2 General Duties of the Trust": The Trustee shall hold all funds received it hereunder,together • - describedstilute the Trust Funds. It shall administer the Trust Funds, collect the income thereof, and make payments therefrom, all as hereinafter provided. The Trus - Ise shall also hold all Tust Funds which are trarisferied to it as successor Thistee by the Employer from existing deferred compensation arrangements with its Employees under plans in sectionof the Code &jch Trust Funds shall be subject to all of the "• provisions • of this Agreement. -• � i r ADMINISTRATION, AND i i OF FUNDS, Section 2.1 Investment PowersDuties tee shall have the power to inovest and reinvest the principal and income of the Trust Funds and keep the Trust Funds imested, without distinction between principal and income� in securities or in other property, real or personal, wher- ever situated, including, but not limited to� stoclo� oommon or preferred, bonds, retirement annuity and insurance policies, mortgages, and other evidences of indebtedness or ownership, inviestrnent companies, common or group trust funds, or separate and different types of funds (including equity, fixed income) which fulfill requirements of state and focal governmental laws, provided, haver, that the Employer may direct investment by the Trustee among available investment alternatives in such proportions as the Employer authorizes in connection with its deferred compensation agreements with its employees. For these purposes, these Trust Funds may be commingled with Trust Funds set aside by other Employers pursuant to the terms of the ICMA Retirement Trust. Investment powers vested in the Trustee by the Section may be delegated by the Trustee to any bank, insurance or trust company, or any investment adviser, manager or agent selected by ft. Section2.2 Administrative Powers of the Mvvstee: The Trustee shall have the power in its discretion: (a) To purchase, or subscribe for, any securities or other property and to retain the same in trust. (b) To sell, exchange, convey, transfer or otherwise dispose of any securi- ties or other property held by it, by private contract, or at public auction. No person dealing with the Trustee shall be bound to see the application of the purchase money or to inquire into the validity, expediency, or propri- ety of any such sale or other disposition. (c) To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options, and to make any payments incidental thereto: to oppose, or to consent to. or otherwise participate in, corporate reorganizations or other changes affect- ing corporate securities, and to delegate discretionary powers, and to pay arty assessments or charges in connection therewith; and generally to exer- cise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust Funds. (d) To cause any securities or other property held as part of the Trust Funds to be registered in its own name, and to hold any investments in bearer form. but the books and records of the Trustee shall at all times show that all such investments are a part of the Trust Funds. (e) To borrow or raise money for the purpose of the Trust in such amount. and upon such terms and conditions, as the Trustee shall deem advisable; and, for any sum so borrowed, to issue its promissory note as Trustee, and to secure the repayment thereof by pledging all, or any part, of the Trust Funds. No person tending money to the Trustee shall be bound to see the application of the money tent or to inquire into its validity, expediency or propriety of any such borrowing. (i) To keep such portion of the Trust Funds in cash or.cash balances as the Trustee, from time to time, may deem to be in the best interest of the Trust created hereby, without liability for interest thereon. • • =r a •, • •.•. •... • • •_: •. ..• .- im 01196. 00 Nil • !l1tr-ligusig Section 7.04 Post-retfrement Death Benefits: Should the Participant die afterhehasbegun toreceivebenefitsunder: paymentoption,the remaining paymerft if any, under the payment option shall be payable to the Partici- parWs Benefiotary commencing within the 30 -day period commencing with the 31st.: after t Participant's e Beneficiary elects ment under a different paymefit option within 30 days of the Participants death. In nor event shall tie Employer or Administrator be liable to the Beneficiary for the amount cr( arry payment made in the name of the Participant before the Administrator receives proof of death of the Participant. Notwithstanding the foregoing, payments to a Beneficiary shall not extend over a period longer than @ the Beneficiary's_.- the Participant's spouse or I[ii) fifteen (15) years if the Beneficiary is not the Participant's spouse. H no Beneficiary is designated in the Joinder Agreement, or if the designated Beneficiary does riot survive the Participant for a period of fifteen (15) daM then e commuted vadue of arry remaining payments•e- the payment option shall be ... in a lump sum to the estate of the Participant.designated Beneficiary survives the Participant for a period of fifteen (15) daM but does not continue to live for the remaining period of payments under Uv payment opti on (as modified, if necessary, in conformity with the third sentence of this section), then the commuted value of arry remaining._ the pa merit opfion shall be paid in a lump sum to the estate of the Beneficiary. Section 7.05 Pre -retirement Death Benefits: Should the Participant die before he has begun to receive the benefits provided by Section 7A1, the value of the Participant's Account shall be payable to the Beneficiary commencing within the 30 -day period conmendrig on the 91st day after the Participant's death, unless the Beneficiary elects a different benefit commencement date within the 90 days of the Participants death. Such benefits shall be paid in approximately equal annual installments over five years, or over such shorter period as may be necessary to assure that the amount of any annual install- ment is not less than $3,500, unless the Beneficiary elects a different payment option within 90 days of the Participant's death. Notwithstanding the forego- ing, benefits paid to a Beneficiary under this Section may commence no earlier than the 91st day atter the Participant's death and no later than 60 days after the later of the dose of the Plan Year in which the Participant attained or would have attained Normal Retirement Age or the close of the Plan Year in which the Participant separated from services. A Beneficiary who may elect a pay- ment option pursuant to the provisions of the preceding sentence shall be treated as if he were a Participant for purposes of determining the payment options available under Section 702; provided, hoavever, that the payment option chosen by the Beneficiary must provide for payments to the Beneficiary over a period no longer than the life expectancy of the Beneficiary if the Benefici- ary is the Participant's spouse and must provide for payments over a period not in excess of fifteen (15) years if the Beneficiary is not the Participants spouse. Section 7,06 Unforeseeable Emergencies: In tie event an unforeseeable emergency occurs,•_ apply to the Employer •. .f the value .. his accountthat . . • • • to emer- gencysuch an application•. • .• by the Employer,the . •. shall be paid only such amount as the Employer deems necessary to meet the •need, but payment shall notbe made to the extent that the financial hardship may be refie.4ed through cessation o( deferral under the Plari, insurance or other reimbursement, or liquidation of other assets to the extent such liquidation would not itself cause severe financial hardship. An unforesee- able emergency shall be deemed to involve only circumstances of sesvere K, financial hardship to the Participant resulting from a sudden and unexpected illness, accident or disability of the Participant or of a dependent (as defined in section 152(a) of the sternal Revenue Code) of the Participant, loss of the Par- ticipants property due)tp casualty, or other similar and extraordinary unforesee- able circumstances arising as a result of events beyond the control of the Par- ticipant. The need to send a Parficipant's child to college or to purchase a new home shalt not be considered unforeseeable emergencies. The determination as to whether such an unforeseeable emergency exists shall be based on the merits of each individual case. ARTICLE Vill. NOWASSI BIUTY No Participant or Beneficiary I have arty right to commute, sell, assign, pledge, transfer or otherwise co or encumber the right to receive any pay- ments hereunder, which payments a rights are expressly declared to be non - assignable and nontransferable. Lry • • • • AGREEMENTS This Plan serves in addition to any other retirement, pension, or benefit plan or system presently in existence or hereinafter established for the benefit of the Employers employees, and participation hereunder shall not affect benefits receiv- able under any such plan or system. Nothing contained in this Pian shall be deemed to constitute an employment contract or agreement between any Par- ticipant and the Employer or to give any Participant the right to be retained in the employ of the Employer. Nor shall anything herein be construed to modify the terms of any employment contract or agreement between a Participant and the Employer. ARTICLE X. AMENDMENT OR TERMINATION OF PLAN The Employer may at any time amend this Pian provided that it transmits such amendment in writing to the Administrator at least 30 days prior to the effective date of the amendment. The consent of the Administrator shall not be required in order for such amendment to become effective, but the Administrator shall be under no obligation to continue acting as Administrator hereunder if it disap- proves of such amendment. The Employer may at any time terminate this Plan. The Administrator may at any time propose an amendment to the Plan by an instrument in writing transmitted to the Employer at least 30 days before the effec- tive date of the amendment. Such amendment shall become effective unless, within such 30 -day period, the Employer notifies the Administrator in writing that it disapproves such amendment, in which case such amendment shall not Mane effective. In the event of such disapproval, the Administrator shall be under no obligation to continue acting as Administrator hereunder. No amendment or termination of the Plan shall divest any Participant of any rights with respect to compensation deferred before the date of the amendment or termination. This Plan shall be construed under the taws of the state where the Employer is totted and is established with the intent that it meet the requirements of an 'biigible State deferred compensation plan" under section 457 of the Internal Rev- enue Code of 1954, as amended. The provisions of this Pian shall be interpreted wherever possible in conformity with the requirements of that section. The masculine pronoun, whenever used herein, shall include the feminine pro- noun, and the singular shall include the plural, except where the context requires otherwise