Exhibit 3_NJ Defined Contribution Retirement Program Document~2.pdf

DMEAST #9866621 v2

New Jersey Defined Contribution Retirement Program

Document

Adopted July 2, 2007

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Summary Table of Contents

Page

1. Establishment of Program

1.1. Program established

1.2. Exclusive benefit

1.3. Program consists of three Plans

1.3.1. DCRP Retirement Plan

1.3.2. DCRP Group Life Insurance Plan

1.3.3. DCRP Group Disability Benefit Plan

1.4. Individual account plan

1.5. ERISA does not apply

1.6. Governmental plan rules

1.7. No third-party beneficiary

2. Definitions

2.1. “Account”

2.1.1. Separate Beneficiary Accounts

2.2. “Applicable Law”

2.3. “Applicable Form”

2.3.1. “E-SIGN”

2.3.2. “Electronic”

2.3.3. “Electronic Signature”

2.4. “Alternate Payee”

2.5. “Annuity Payout Option”

2.6. “Base Salary”

2.7. “Beneficiary”

2.8. “Beneficiary Designation”

2.9. “Benefit”

2.10. “Statute” or “N.J.S.A.”

2.11. “Compensation”

2.12. “Contributions”

2.13. “Defined Contribution Retirement Program Board” or “Board”

2.14. “Designated Service Provider” or “DSP”

2.15. “Direct Rollover”

2.16. “Distributee”

2.17. “Distribution”

2.18. “Distribution Commencement Date”

2.19. “Effective Date”

2.20. “Eligible Employee”

2.21. “Employee Contribution”

2.22. “Employer”

2.23. “Employer Contributions”

2.24. “Enabling Statute”

2.25. “Fees”

2.26. “Fiduciary”

2.27. “Group Disability Plan”

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2.28. “Group Life Insurance Plan”

2.29. “Internal Revenue Code” or “IRC”

2.30. “Investment Option”

2.31. “Investment Law”

2.32. “NYSE”

2.33. “Participant”

2.34. “Participation Agreement”

2.35. “Payout Option”

2.35.1. No gender-distinct tables

2.35.2. Plan requirements

2.36. “Person”

2.37. “Personal Representative”

2.38. “Plan”

2.39. “Plan Sponsor”

2.40. “Plan Administrator”

2.41. “Plan Procedure”

2.42. “Program”

2.43. “Qualified Domestic Relations Order” or “QDRO”

2.44. “QDRO Distribution”

2.45. “Retirement Plan”

2.46. “Rollover Distribution”

2.47. “SEC”

2.48. “Severance from Employment”

2.49. “Spouse”

2.50. “State”

2.51. “Trust”

2.52. “Trustee”

2.53. “Valuation Date”

2.54. “Year”

3. Defined Contribution Retirement Program Board

3.1. Composition

3.2. Powers

3.2.1. Select Designated Service Provider

3.2.2. Select investments

4. Participation in the Retirement Plan

4.1. Eligibility

4.2. Ineligibility

4.3. State DCRP, Waive Participation

4.4. Form of State DCRP Waiver

4.5. Effective time of State DCRP Waiver Election

4.6. State DCRP Waiver Irrevocable

4.7. Effect of non-communication

4.8. Service Credit not recognized to determine eligibility for Employer-paid retiree health care benefits

5. Contributions to the Retirement Plan

5.1. Enrollment

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5.2. Employer Contributions

5.3. Employee Contributions

5.4. Employee Contribution Pick-up

5.5. Contributions Transmitted to DSP

5.5.1. Delinquent Contributions

5.6. Allocation of Contributions to Participant’s Account

5.7. Contributions limited by IRC § 401(a)(17)

5.8. Plan to satisfy limit on annual additions

5.8.1. Corrective Distributions

6. Investments and Investment direction

6.1. Participant’s duty of investment direction

6.2. Procedure for giving investment direction

6.3. Reasonable frequency

6.4. Who directs investment

6.5. Investment direction must be on applicable form

6.6. Proper Person to receive investment direction

6.7. Plan Administrator not responsible

6.8. Failure to give investment direction

6.9. Expenses of investment direction

6.10. Relieved from fiduciary responsibility

7. Vesting

7.1. Vesting

7.1.1. Employee contribution

7.1.2. Employer contribution

7.1.3. Age 65

7.2. Forfeitures

Vesting rules

8. Beneficiary

8.1. Participant’s power to designate his or her Beneficiary

8.1.1. Beneficiary Designation power is personal to the Participant

8.2. Beneficiary Designation

8.2.1. Participant must designate a Beneficiary by name

8.2.2. Substantial-compliance doctrine

8.3. Construction of Beneficiary Designation

8.3.1. Ignore any description of relationship

8.3.2. Dispose the full Account

8.3.3. Construe with Uniform Probate Code

8.4. Beneficiary must be alive when the Distribution becomes payable

8.5. Marriage or status has no effect

8.6. Lack of Beneficiary designation

8.7. A slayer cannot be a Beneficiary

9. Qualified Domestic Relations Order

9.1. Adopt procedures

9.2. Finding as to order’s status

9.2.1. Delay

9.3. QDRO procedures

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9.4. A Participant or Alternate Payee

9.5. Investment direction during domestic relations matter

9.6. Inability to locate Alternate Payee

10. No loan or early distribution

10.1. No loan

10.2. No Hardship or In-Service Distributions

11. Distributions and Minimum Distribution Requirements

11.1. Distribution

11.1.1. Retirement Distribution

11.1.2. Distributions following death of Participant

11.2. Minimum distribution

11.3. Default Retirement Distribution

11.4. Minimum distribution life expectancy

11.5. Minimum distribution period

11.6. Distributions in Cash

12. Accounts

12.1. Account statement or confirmation

12.2. Account balance

13. Rollovers

13.1. Direct Rollover of Funds to Other Plans

13.2. Rollover of Funds From Other Plans

13.3. Eligible Rollover Distribution payable without delay

14. Administration of Distributions

14.1. Claim for Distribution

14.1.1. Evidence of Death

14.1.2. Changing an Investment Option

14.2. Time for Distribution

14.3. Payor may rely on apparent entitlement

14.4. Valuation of Payments

14.5. Delay of payment

14.5.1. Delay related to Investment Option

14.5.2. Delay for FMLA

14.6. Dispute as to proper recipient

14.7. Distribution to minor Beneficiary

14.7.1. Payments before age of majority

14.7.2. Payments after age of majority

14.8. Distribution to incompetent Participant or Beneficiary

14.8.1. Payments made during incompetency

14.8.2. Restoration of competency

14.9. Payment to Personal Representative

14.10. Disclaimer by Beneficiary

15. Plan Administration

15.1. Plan Administrator has full authority

15.1.1. Examples of discretionary decisions

15.2. DSP Responsibilities

15.3. Determinations to be uniformly made

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15.4. Plan Administrator is responsible

15.5. Information from Employer

15.6. Plan Administrator may delegate or contract

15.7. Program services

15.8. Plan Sponsor’s right to terminate the Program

15.9. Final allocation

16. General provisions

16.1. Anti-alienation

16.2. Levy or judgment

16.3. Audit

16.4. Claims procedure

16.5. Expenses

16.6. Fiduciary responsibility

16.7. Governing law

16.8. IRS approval

16.9. Mistaken contributions

16.10. Necessary information

16.11. No contract of employment

16.12. No right other than provided by Plan

16.13. Taxes

16.14. Notices

16.15. Plan is binding

16.16. Power-of-attorney

16.17. Privacy

16.18. Release

16.19. Service of legal process

16.20. Severability

16.21. Statute of limitations

16.22. Uniformity

16.23. Venue

16.24. USERRA

17. DCRP Group Life Insurance Plan

17.1. Benefit

17.2. Group Life Insurance Premium Fund

18. DCRP Group Disability Benefit Plan

18.1. Benefit

18.2. Amount of Benefit

18.3. Definition of Total Disability

18.4. Group Disability Benefit Insurance Premium Fund

19. Amendment

19.1. Program amendment

19.2. Amendment cannot change exclusive benefit

20. Construction

20.1. Construction

20.2. Construction as a qualified plan

20.2.1. Purpose of Plan Amendments

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20.3. Construction with Enabling Statute

20.4. Construction of statutes and regulations

20.5. Investment Law

20.6. Construction of words and phrases

20.7. Construction by reference to model laws

20.8. United States of America Constitution and New Jersey Constitution

21. Trust

21.1. Trust

21.2. Adding property to the Trust

21.3. Participant-directed investment

21.4. Trustee must defend the Trust

21.5. Trustee must hold Investment Options

21.5.1. Other Investments

21.5.2. Power to use Investment Options

21.6. Trustee has no investment duties

21.6.1. Trustee follows investment directions

21.7. Trustee’s powers

21.7.1. General powers

21.7.2. Power to employ accountants and counsel

21.8. Employer sends Contributions

21.9. Plan audits

21.10. Action of Trustee

21.11. Allocation of responsibility

21.12. Expenses

21.13. Indemnification

21.14. Non-involvement in business management

21.15. Proxy voting

21.16. Rule against accumulations

21.17. Rule against perpetuities

21.18. Standard of care

21.19. Third-party reliance

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1. Establishment of Program

1.1. Program established

This document states the provisions of the Defined Contribution Retirement Program (the “Program” or “DCRP”) established by P.L. 2007, c.92 (N.J.S.A. 43:15C-1 et seq.), and establishes a Trust for the assets comprising the Retirement Plan under the Program. The provisions of N.J.S.A. 43:15C-1, et seq. are incorporated into the Program as if fully set out in this document.

The Program consists of three benefits: the DCRP Retirement Plan, which is a defined contribution retirement plan intended to qualify for favorable federal income tax treatment under Internal Revenue Code (IRC) § 401(a), the DCRP Group Life Insurance Plan and the DCRP Group Disability Benefit Plan. Assets held in the Trust under the Program for the DCRP Retirement Plan shall not be available for the payment of premiums, benefits or administrative expenses with respect to the DCRP Group Life Insurance Plan and/or the DCRP Group Disability Benefit Plan.

1.2. Exclusive benefit

The Program, the Plans under the Program, and the Trust are established for the exclusive benefit of Participants and their Beneficiaries. Consistent with IRC § 401(a)(2), no amount held under the DCRP Retirement Plan will ever inure to the benefit of the Plan Sponsor, any Employer, the Plan Administrator, or any successor of any of them, and all Retirement Plan investments and amounts will be held for the exclusive purpose of providing Benefits to the Retirement Plan’s Participants and their Beneficiaries. Notwithstanding anything in this Plan document to the contrary, it shall be impossible at any time before the satisfaction of all liabilities to Participants, Beneficiaries, and Alternate Payees for any part of the Program assets to be used for or diverted to purposes other than for the exclusive benefit of Participants, Beneficiaries, and Alternate Payees, except that payment of taxes and administration expenses may be made from the Program assets as provided by the Program, an applicable Plan under the Program or as permitted by Applicable Law.

1.3. Program consists of three Plans

The DCRP consists of three Plans, as described herein.

1.3.1. DCRP Retirement Plan

The DCRP Retirement Plan (the “Retirement Plan”) is a plan of retirement benefits for the benefit of Eligible Employees and their Beneficiaries. The Retirement Plan is intended to be a tax-qualified defined contribution money purchase pension plan under IRC § 401(a) et seq., and is further intended to be a “governmental plan” within the meaning of IRC § 414(d). The Plan Administrator intends to maintain the Retirement Plan as a plan that qualifies for favorable income tax treatment under IRC § 401(a).

Assets of the Trust with respect to the Retirement Plan shall be used solely for the purpose of providing benefits under the Retirement Plan, and for paying the administrative expenses of the Retirement Plan.

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1.3.2. DCRP Group Life Insurance Plan

The DCRP Group Life Insurance Plan (the “Group Life Insurance Plan”) is a plan for the provision of group life insurance benefits for Eligible Employees as described herein.

Premiums for such group life insurance coverage shall be paid from a special fund, hereby created, called the “Defined Contribution Retirement Program Group Life Insurance Premium Fund.”

1.3.3. DCRP Group Disability Benefit Plan

The DCRP Group Disability Plan (the “Group Disability Plan”) is a plan for the provision of group disability insurance benefits for Eligible Employees. Premiums for such group insurance coverage shall be paid from a special fund, hereby created, called the “Defined Contribution Retirement Program Group Disability Benefit Insurance Premium Fund.”

1.4. Individual account plan

The Retirement Plan is an individual account plan which provides for an individual Account for each Participant and for Benefits based solely upon the amount of Contributions, investment gains and losses, Fees, and expenses allocated to the Participant’s Account.

1.5. ERISA does not apply

The United States Code provisions created by Title I of the Employee Retirement Income Security Act of 1974 [“ERISA”] do not apply to this Program.

1.6. Governmental plan rules

The Program is a Governmental Plan within the meaning of 29 U.S.C. § 1002(32) and IRC § 414(d).

1.7. No third-party beneficiary

The Plan Sponsor and each Employer does not intend by any of the Program’s provisions to make any Person other than a Participant, an Alternate Payee designated by a Qualified Domestic Relations Order, or a Beneficiary under an applicable Plan following the death of the Participant a third-party Beneficiary of the Program or any Plan under the Program. Further, nothing in the Program can be construed or interpreted to authorize any Person other than a Participant, Alternate Payee, or Beneficiary after the Participant’s death to maintain any cause of action under or relating to the Program. The duties, obligations, and responsibilities of the Plan Administrator and each Employer concerning third parties will remain solely as imposed by Applicable Law.

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2. Definitions

Whenever used in the Program or with respect to an applicable Plan, each of the following terms has the meaning stated below. To the extent that any term is not defined in this Part or otherwise by this Plan document, such term has the meaning given by N.J.S.A. 43:15C-1 et seq. or by the Internal Revenue Code.

2.1. “Account” means the total of the individual sub-Account(s) maintained on behalf of each Participant, Beneficiary, or Alternate Payee under the Investment Option(s) held pursuant to the Retirement Plan. The following sub-accounts shall be maintained by the DSPs: an Employer Account to which Employer Contributions shall be credited; an Employee Mandatory Account to which Employee Mandatory Contributions shall be credited; an Employee Voluntary Account to which Employee Voluntary Contributions shall be credited; and a Rollover Account to which rollovers shall be credited.

2.1.1. Separate Beneficiary Accounts

If the Participant designates more than one Beneficiary, after the death of the Participant and upon the written request of any Beneficiary or upon an approved claim payable to any Beneficiary and not all Beneficiaries, the DSP shall, to the extent permitted by the Investment Option, maintain a separate Account with respect to the interest of each Beneficiary, beginning as of the next Valuation Date that occurs after the Beneficiary’s request or claim is received by the DSP.

2.2. “Applicable Law” means the Law of the United States of America or the state of New Jersey Law that is applicable to the governance or administration of the Program or an applicable Plan under the Program.

2.3. “Applicable Form” means the appropriate form as designated and furnished by the Plan Administrator or DSP to make an election or provide a notice as required by the Program, including a form in electronic medium with an electronic signature in compliance with E-SIGN and Applicable Law.

2.3.1. “E-SIGN”

means 114 Statutes 464, Public Law 106-229 – the Federal Electronic Signatures in Global and National Commerce Act.

2.3.2. “Electronic” means, consistent with E-SIGN § 105(3), of or relating to technology having electrical, digital, magnetic, optical, electromagnetic, or similar capabilities regardless of medium.

2.3.3. “Electronic Signature” means, consistent with E-SIGN § 105(2), information or data in Electronic form, attached to or logically associated with an Electronic Record, and executed or adopted by a Person or an Electronic Agent of a Person, with the intent to sign a contract, agreement, or record.

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2.4. “Alternate Payee” means a Person who is an alternate payee (within the meaning of IRC § 414(p)(8)) under an order directed to the Retirement Plan that the Plan Administrator or DSP has determined to be a Qualified Domestic Relations Order.

2.5. “Annuity Payout Option” means a Payout Option under the Retirement Plan, if permitted by the Plan Administrator, which includes a provision for payments based, in whole or in part, upon the life of a natural person.

2.6. “Base Salary” means a Participant’s regular base salary; except that for a Participant described in ¶ 4.1(e), it shall mean the excess over the maximum compensation as specified in that paragraph. Base Salary includes Employee Contributions as well as salary reduction contributions and other amounts excluded from gross income with respect to such Base Salary under, without limitation, IRC § 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b), 414(h)(2) or 457(b). Base Salary excludes overtime or other forms of extra compensation, including but not limited to, longevity lump sum payments, lump sum terminal sick leave or vacation pay, the value of maintenance, individual pay adjustments made within or at the conclusion of the Participant’s final year of service, retroactive salary adjustments or other pay adjustments made in the Participant’s final year of service unless the adjustment was made as a result of a general pay adjustment for all personnel of the public office or agency in which the Participant is employed, or any unscheduled individual adjustment made in the final year to place the participant at the maximum salary level within salary range.

2.7. “Beneficiary” means each Person a Participant designates by a valid Beneficiary Designation to receive any undistributed Benefit payable on or after the Participant’s death.

2.8. “Beneficiary Designation” means a valid and effective Beneficiary Designation made according to Part 8.

2.9. “Benefit” refers to the right under the Retirement Plan of the Participant (or Beneficiary or other payee) to receive a Distribution of all or any portion of the Participant’s Account.

2.10. “Statute” or “N.J.S.A.”

means the New Jersey Statutes Annotated.

2.11. “Compensation” means all wages, salaries, fees, and other amounts paid to the Employee by the Employer for personal services actually rendered in the course of employment with the Employer and used as a basis for Employee and Employer contributions.

2.12. “Contributions” means Contributions under the provisions of the Retirement Plan, including Employee Contributions and Employer Contributions.

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2.13. “Defined Contribution Retirement Program Board” or “Board” shall consist of the Director of the Division of Pensions and Benefits or a designee; the Director of the Division of Investment or a designee; the Commissioner of the Department of Banking and Insurance or a designee; the Director of the Office of Management and Budget or a designee;

and a person appointed by the Director of the Division of Pensions and Benefits who is an active participant or retiree of the Defined Contribution Retirement Program.

2.14. “Designated Service Provider” or “DSP” is a company designated by the Defined Contribution Retirement Program Board under N.J.S.A.

43:15C-4.

2.15. “Direct Rollover” means a payment under the Retirement Plan to an Eligible Retirement Plan specified by the Distributee.

2.16. “Distributee” means any Person who receives, or but for his/her instruction to the Plan Administrator is entitled to receive, a Distribution.

A Distributee includes an Alternate Payee to whom the Plan Administrator is directed to make a payment under a Qualified Domestic Relations Order.

2.17. “Distribution” means, as appropriate in the context, any kind of Distribution or the particular kind of Distribution provided by the Retirement Plan.

2.18. “Distribution Commencement Date” means the first date on which a Distribution (or any payment under a Distribution) is paid or becomes payable.

2.19. “Effective Date” means [INSERT ACTUAL EFFECTIVE DATE].

2.20. “Eligible Employee” means an individual described in ¶ 4.1 and not excluded under ¶ 4.1, consistent with the requirements of N.J.S.A. 43:15C-2. The Employer’s classification of a person as an employee or other individual with the status of an Eligible Employee for purposes hereof shall be final and conclusive, regardless of whether a court, governmental agency or other entity subsequently finds that such individual should have been assigned to a different classification.

2.21. “Employee Contribution” means the sum of (a) Employee Mandatory Contributions in the percentage amount of Base Salary required from the Participant under N.J.S.A. 43:15C-3a, and (b) such additional Employee Voluntary Contributions as the Plan Administrator, pursuant to authority under N.J.S.A. 43:15C-3a, may permit the Participant to irrevocably elect upon initial enrollment in the Retirement Plan.

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2.22. “Employer” means the State or a political subdivision thereof, or an agency, board, commission, authority or instrumentality of the State or a subdivision, that pays the base salary of a participant for services rendered by the Participant.

2.23. “Employer Contributions” means those Contributions made by the Employer under N.J.S.A. 43:15C-3b.

2.24. “Enabling Statute” means N J S.A. 43:15C-1 et seq.

2.25. “Fees” means any fees required or permitted to be charged against the Participant’s (or Beneficiary’s or Alternate Payee’s) Retirement Plan Account according to (any one or more of the following):

the Retirement Plan, the Trust, the Participation Agreement, an Investment Option including redemption fees, an investment advisory agreement, any other writing signed by the Participant (or, after the Participant’s death, the beneficiary), any written notice given by or on behalf of the Plan Administrator or the Trustee that is accepted or deemed accepted by the Participant (or Beneficiary), or any court order. Additionally, the Plan Administrator may impose fees to pay for expenses it deems proper to administer the Retirement Plan. The fees may be charged to the Participants’ Accounts according to an equitable method determined by the Plan Administrator.

2.26. “Fiduciary” means a Person that is a fiduciary within the meaning of Applicable Law regarding the Program or an applicable Plan under the Program.

2.27. “Group Disability Plan” means the DCRP Group Disability Plan as described herein and as it may hereinafter be amended. (See Part 18)

2.28. “Group Life Insurance Plan” means the DCRP Group Life Insurance Plan as described herein and as it may hereinafter be amended. (See Part 17)

2.29. “Internal Revenue Code” or “IRC” means the Internal Revenue Code of 1986, as amended, and including any Regulations and rulings (or other guidance of general applicability) under the IRC, as applicable to a governmental plan as defined by IRC § 414(d).

2.30. “Investment Option” means any investment option selected by the DSP in accordance with the Retirement Plan’s investment policy and approved by the Plan Administrator.

2.31. “Investment Law” means, as applicable or relevant in the context, any federal or State banking law, insurance law, securities law, and other rules of the National Association of Securities Dealers, Inc. [NASD]

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DMEAST #9866621 v2 7 and the rules of the NYSE and of any stock exchange or commodities exchange, to the extent approved or not disapproved by the SEC.

2.32. “NYSE”

means the New York Stock Exchange.

2.33. “Participant” means the Eligible Employee (or former Eligible Employee) who has enrolled in the Program or an applicable Plan under the Program by filing a Participant Agreement and, with respect to the Retirement Plan for whom Contributions under the Retirement Plan have been made or accrued and whose Account has not been fully distributed under the Retirement Plan.

2.34. “Participation Agreement” means the Applicable Form that states the Participant’s State DCRP Election and such other information as the Plan Administrator may prescribe for the efficient or convenient administration of the Program or an applicable Plan under the Program.

2.35. “Payout Option” means any, except as limited below, of the options for payment of a Participant’s Retirement Plan Account that is permitted by the Plan Administrator consistent with the terms of the Retirement Plan and an applicable Retirement Plan Investment Option.

2.35.1. No gender-distinct tables

A Payout Option shall not be based on gender-distinct actuarial tables.

2.35.2. Plan requirements

A Payout Option must satisfy all applicable provisions of the Retirement Plan, including, but not limited to, ¶ 11.2.

2.36. “Person” means a natural person, a corporation, a limited liability company, an unincorporated association, a partnership, a joint venture, a business trust, the Plan Administrator, or anything that is a person within the meaning of Applicable Law.

2.37. “Personal Representative” means the Person duly appointed by an order of the court (or of a registrar or administrator under the court’s supervision) having jurisdiction over the estate of the Participant that grants the Person the authority to receive the property of the deceased Participant and to act as the personal representative of the Participant’s probate estate.

2.38. “Plan” means the Retirement Plan, the Group Disability Plan and/or the Group Life Insurance Plan, as the context requires.

2.39. “Plan Sponsor” means the State of New Jersey.

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2.40. “Plan Administrator” means the New Jersey Division of Pensions and Benefits, and includes the DSP with respect to duties delegated to the DSP by the Plan Administrator.

2.41. “Plan Procedure” means any written procedure adopted by or with the consent of the Plan Administrator.

2.42. “Program” means the New Jersey Defined Contribution Retirement Program provided by the Enabling Statute, as described by this Plan document. The Program consists of the Retirement Plan, the Group Life Insurance Plan and the Group Disability Plan.

2.43. “Qualified Domestic Relations Order” or “QDRO” means a domestic relations order directed to the Retirement Plan that creates or recognizes the existence of the right of an Alternate Payee to receive all or a portion of any Benefit payable to a Participant under the Retirement Plan and that further meets all requirements for a qualified domestic relations order stated by IRC § 414(p) as applied to a Governmental Plan and Part 8.

2.44. “QDRO Distribution” means a Distribution to an Alternate Payee required or permitted following a QDRO.

2.45. “Retirement Plan” means the DCRP Retirement Plan as described herein, and as it may hereafter be amended.

2.46. “Rollover Distribution” means any Eligible Rollover Distribution that is to be paid directly into an eligible retirement plan as a rollover under IRC § 402(a).

2.47. “SEC”

means and refers to the Securities and Exchange Commission, an agency of the government of the United States of America, established by § 4(a) of the federal Securities Exchange Act of 1934.

2.48. “Severance from Employment” means the date the Participant terminates employment with an Employer with no obligation for future services to be performed for an Employer by the Participant. The Plan Administrator is entitled to rely upon the date of Severance from Employment certified by the Employer.

2.49. “Spouse” means, except for the purposes of IRC § 401(a)(9), the individual that is the Participant’s spouse under Applicable Law.

2.50. “State” means the State of New Jersey unless the context clearly indicates otherwise.

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2.51. “Trust” means and refers to the legal entity and the legal relationship created by ¶ 1.2 and pursuant to Part 21. Consistent with IRC § 401(a)(2), the Trust must be solely for the purposes of the Retirement Plan Program and consistent with Part 1.

2.52. “Trustee” means the New Jersey Division of Pensions and Benefits and the Defined Contribution Retirement Program Board.

2.53. “Valuation Date” means any day on which both the NYSE is open for regular trading and the applicable DSP is open for regular business at its principal office.

A Valuation Day ends at the earliest of:

• 4:00 p.m. New York time,

• the time that the NYSE closes trading, or

• the time that any Investment Option must value its assets and price its Shares.

In addition, the Plan Administrator may make reasonable rules governing the time of day after which an instruction will be treated as received on the next Valuation Day.

2.54. “Year” The Plan Year is each twelve-month period ended June 30. The limitation year is the calendar Year. The Plan Administrator shall be entitled to rely on the assumption that a Participant’s taxable year is the calendar Year, unless the Participant gives written notice specifying his/her taxable year.

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3. Defined Contribution Retirement Program Board

3.1. Composition

The board shall consist of the:

(a) Director of the Division of Pensions and Benefits or a designee;

(b) Director of the Division of Investment or a designee;

(c) Commissioner of the Department of Banking and Insurance or a designee;

(d) Director of the Office of Management and Budget or a designee; and

(e) A person appointed by the Director of the Division of Pensions and Benefits who is an active participant or retiree of the Defined Contribution Retirement Program.

3.2. Powers

3.2.1. Select Designated Service Provider

The Board shall select through a competitive bidding process a DSP licensed or otherwise authorized to transact business in New Jersey for the administration of all or part of the Program, including the management and investment of Contributions to the Retirement Plan. This DSP shall be selected by competitive bidding in accordance with all applicable State laws and regulations.

3.2.2. Select investments

The Board shall determine investment alternatives to be offered with respect to the investment of Retirement Plan Accounts, including, but not limited, to mutual funds, subject to such rules and regulations as the Division of Pensions and Benefits may adopt, in accordance with all Internal Revenue Code rules and regulations.

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4. Participation in the Retirement Plan

4.1. Eligibility

The following persons shall be eligible and shall participate in the Defined Contribution Retirement Program:

(a) A person who commences service on or after the Effective Date in an elective public office of the State of New Jersey or of a political subdivision thereof other than such a person who is enrolled in the Public Employees’ Retirement System while that person continues to hold that elective office without a break in service.

(b) A person who commences service on or after the Effective Date in an employment, office or position of the State or of a political subdivision thereof, or an agency, board, commission, authority or instrumentality of the State or of a subdivision, pursuant to an appointment by the Governor that requires the advice and consent of the Senate, or pursuant to an appointment by the Governor to serve at the pleasure of the Governor only during his or her term of office. This paragraph shall not be deemed to include a person otherwise eligible for membership in the State Police Retirement System or the Judicial Retirement System.

(c) A person who commences service on or after the Effective Date in an employment, office or position in a political subdivision of the State, or an agency, board, commission, authority or instrumentality of a subdivision, pursuant to an appointment by an elected public official or elected governing body, that requires the specific consent or approval of the elected governing body of the political subdivision that is substantially similar in nature to the advice and consent of the Senate for appointments by the Governor of the State as that similarity is determined by the elected governing body and set forth in an adopted ordinance or resolution, pursuant to guidelines or policy that shall be established by the Local Finance Board in the Department of Community Affairs or the Department of Education, as appropriate to the elected governing body. This paragraph shall not be deemed to include the classes of persons excluded from participation in ¶ 4.2.

(d) A person who is granted a pension or retirement allowance under any pension fund or retirement system established under the laws of this State and elects to participate pursuant to section 1 of P.L. 1977, c.171 (C.43:3C-3) upon being elected to public office.

(e) A person who is a member of the Teachers’ Pension and Annuity Fund or the Public Employees’ Retirement System for whom compensation is defined as the amount of base or contractual salary equivalent to the annual maximum wage contribution base for old age Social Security benefits, pursuant to the Federal Insurance Contributions Act, for contribution and benefit purposes in either of those retirement systems, for whom participation in the Retirement Plan shall be with regard to any excess over the maximum compensation only.

The classification by the Plan Administrator of a person as an Eligible Employee, or not, shall be conclusive.

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4.2. Ineligibility

The following persons shall not be eligible and shall not participate in the Defined Contribution Retirement Program:

(a) A person who holds an employment, office, or position for which the Base Salary is less than $1,500 per year;

(b) A person who holds an employment, office or position in a political subdivision of the State, or an agency, board, commission, authority or instrumentality of a subdivision, consistent with ¶ 4.1.c and who is otherwise eligible for membership in the Teachers’ Pension and Annuity Fund or the Police and Firemen’s Retirement System.

(c) A person who holds an employment, office or position in a political subdivision of the State, or an agency, board, commission, authority or instrumentality of a subdivision, consistent with ¶ 4.1.c and who is employed or appointed in the regular or normal course of employment or appointment procedures and consented to or approved in a general or routine manner appropriate for and followed by the political subdivision, or the agency, board, commission, authority or instrumentality of a subdivision.

(d) A person who holds an employment, office or position in a political subdivision of the State, or an agency, board. commission, authority or instrumentality of a subdivision, consistent with ¶ 4.1.c and who is a person who holds a professional license or certificate to perform and is performing as a:

a. certified health officer,

b. tax assessor,

c. tax collector,

d. municipal planner,

e. chief financial officer,

f. registered municipal clerk,

g. construction code official,

h. licensed uniform subcode inspector,

i. qualified purchasing agent, or

j. certified public works manager.

(e) A person who, on the basis of service in an employment, office, or position, eligible for membership or enrolled as a member of another State or locally-administered pension fund or retirement system established under the laws of the State including the Alternate Benefit Program, except as otherwise specifically provided in ¶ 4.1.

(f) A person who is receiving a benefit as a retiree from any other State or locally-administered pension fund or retirement system established under the laws of this State, except as provided in section 1 of P.L.1977, c.171 (C.43:3C-3).

(g) A person who is an officer or employee of a political subdivision of this State or of a board of education, or of any agency, authority or instrumentality thereof, who is ineligible for membership in the Public Employees’ Retirement System pursuant to section 20 of P.L.2007, c.92 (C.43:15A-7.2).

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4.3. State DCRP, Waive Participation.

A person eligible and required to participate in the Program whose base salary is less than $5,000 may at the commencement of service in an employment, office or position irrevocably elect to waive participation with regard to that employment office or position by filing, at the time and on a form required by the division, a written waiver with the Plan Administrator that waives all rights and benefits that would otherwise be provided by the Program.

A person eligible and required to participate in the Retirement Plan pursuant to ¶ 4.1(e) may elect to waive participation with regard to that employment, office, or position by filing, when first eligible, on a form required by the division, a written waiver with the Plan Administrator that waives all rights and benefits that would otherwise be provided by the Retirement Plan.

Such a person may thereafter elect to participate in the Retirement Plan by filing, on an Applicable Form required by the Plan Administrator, a written election to participate in the Retirement Plan, and participation in the Retirement Plan pursuant to such election shall commence on the January 1 next following the filing of the election to participate.

4.4. Form of State DCRP Waiver

An election under ¶ 4.3 must be made on the Applicable Form and filed with the Plan Administrator and the appropriate officer of the Employer.

4.5. Effective time of State DCRP Waiver Election

An election to waive participation in this Plan is effective on the Participant’s first date of paid employment with an Employer under N.J.S.A. 43:15C-2.

4.6. State DCRP Waiver Irrevocable

The election to waive participation in this Plan is irrevocable.

4.7. Effect of non-communication

An Eligible Employee who has not made the waiver election permitted by ¶ 4.3 within 15 calendar days of the Participant’s first date of paid employment with an Employer under N.J.S.A. 43:15C-2 is deemed to have not waived membership in the Retirement Plan and is deemed to have irrevocably elected to participate in this Plan.

4.8. Service Credit not recognized to determine eligibility for Employer-paid retiree health care benefits

Service credited to a Participant in the Retirement Plan shall not be recognized as service credit to determine eligibility for employer-paid health care benefits in retirement pursuant to P.L.1961, c.49 (C.52:14-17.25 et seq.), N.J.S.40A:10-16 et seq., P.L.1979, c.391 (C.18A:16-12 et seq.) or any other law, rule or regulation.

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5. Contributions to the Retirement Plan

5.1. Enrollment

Employer and Employee Contributions with respect to the Retirement Plan shall be made with respect to Eligible Employees who have enrolled as Participants in the Retirement Plan under the Program. An Eligible Employee shall enroll in the Retirement Plan by filing a Participation Agreement on an Applicable Form with the Plan Administrator for such purpose. With respect to the Retirement Plan, each Eligible Employee must elect to make Employee Mandatory Contributions (within the parameters permitted by N.J.S.A. 43:15C-3a) and may also choose to make additional Employee Voluntary Contributions in such amounts and in accordance with such rules as established by the Plan Administrator. Such Election shall authorize the Employer to reduce such Eligible Employee’s Base Salary by a percentage amount each payroll period for contribution to the Retirement Plan as an Employee Contribution. The Eligible Employee’s election shall also designate the Investment Option or Options in which both Employee Contributions and Employer Contributions shall be initially invested.

The Plan Administrator is empowered to promulgate rules and proceedings, consistent with N.J.S.A. 43:15C-3a, regarding the maximum and minimum percentages of Base Salary which an Eligible Employee may elect for his Employee Mandatory and Voluntary Contributions.

Because all Employee Contributions are “picked up” by the Employer and treated as Employer Contributions, the percentage amount of Employee Voluntary Contributions, once elected by Eligible Employee at time of enrollment, are irrevocable and cannot thereafter be changed except as may be permitted by the IRC and approved by the Plan Administrator.

The enrollment of the Participant in the Retirement Plan shall, subject to ¶ 4.3, be effective as soon as practicable following the receipt and approval by the Plan Administrator (or its designee) of the Eligible Employee’s completed Participation Agreement, but not before the later of (a) the first day of the [payroll period] [calendar month] following receipt of the completed Participation Agreement by the Plan Administrator (or its designee) or (b) the date on which the individual becomes an Eligible Employee.

5.2. Employer Contributions

For each Participant who has filed a Participation Agreement to enroll in the Retirement Plan, the Employer shall, subject to ¶ 5.7, make Employer Contributions in the percentage amount provided by N.J.S.A. 43:15C-3b multiplied by the Participant’s Base Salary for each payroll period beginning on or after the effective date of the Participant’s enrollment, provided the Participant remains an Eligible Employee. For Participants described in ¶ 4.1.e, Employer Contributions shall be made only with respect to that portion of Base Salary, if any, which is in excess of the annual maximum wage contribution base for old age Social Security benefits, pursuant to the Federal Insurance Contributions Act.

5.3. Employee Contributions

For each Participant who has filed a Participation Agreement to enroll in the Retirement Plan and make Elective Contributions, the Employer shall, subject to ¶ 5.7, make Employee Contributions (Employee Mandatory Contributions and, if the Participant elects, Employee Voluntary Contributions) in the percentage amount so elected by the Participant (consistent with N.J.S.A.

43:15C-3a) multiplied by the Participant’s Base Salary for each payroll period beginning on and

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DMEAST #9866621 v2 15 after the effective date of Participant’s enrollment, provided the Participant remains an Eligible Employee. For Participants described in ¶ 4.1.e, Employee Contributions shall be made only with respect to that portion of Base Salary, if any, which is in excess of the annual maximum wage contribution base for old age Social Security benefits, pursuant to the Federal Insurance Contributions Act.

5.4. Employee Contribution Pick-up

Each Employer shall pick-up Employee Contributions for all Base Salary paid after the Effective Date with respect to enrolled Participants. The Employee Contributions so picked up shall be treated as Employer Contributions pursuant to IRC § 414(h)(2). The Employer shall pay the picked up contributions directly to the Plan Administrator, instead of paying such amounts to the Participants, and such contributions shall be paid from the same funds that are used in paying salaries to Participants. Such Contributions, although designated as Employee Contributions, shall be paid by the Employer in lieu of Contributions by Participants. Participants may not elect to receive such Contributions directly instead of having them paid by the Employer to the Retirement Plan. Employee Contributions so picked up shall be treated for all purposes of the Retirement Plan and State law, other than federal tax law, in the same manner as Employer Contributions made without a pick-up.

5.5. Contributions Transmitted to DSP

Employer and Employee Contribution amounts for each pay period shall be transmitted to the DSP not later than the fifth business day after the date on which the employee is paid for that pay period.

5.5.1. Delinquent Contributions

The Plan Administrator may adopt rules and procedures to address delinquent contributions.

5.6. Allocation of Contributions to Participant’s Account

The DSP shall credit to each Participant’s Account the Contributions actually received with respect to the Participant. Such Contributions shall be invested in the Investment Option or Options as elected by the Participant, in accordance with rules and procedures promulgated by the Plan Administrator.

5.7. Contributions limited by IRC § 401(a)(17)

In addition to other applicable limits stated by the Retirement Plan and notwithstanding any other provision of the Retirement Plan document to the contrary, the amount of Base Salary or Compensation determined for the purposes of the Contributions to the Retirement Plan shall not exceed the limit prescribed by IRC § 401(a)(17) as adjusted each year according to IRC § 401(a)(17)(B).

If the Plan Year or applicable period for determining Compensation contains fewer than 12 calendar months, then this limit on Base Salary and/or Compensation, as applicable, is the amount equal to the annual IRC § 401(a)(17) limit for the applicable calendar Year during which the Compensation period begins multiplied by the ratio that is obtained by dividing the number of full months in the period by 12.

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5.8. Plan to satisfy limit on annual additions [NOTE: The foregoing has not been reviewed with respect to the new 415 regulations.]

(a) To the extent required under IRC § 415(c), in no event shall the “annual addition,” as defined in this Section for a Participant for any Plan Year, exceed the lesser of

(1) Forty Thousand Dollars ($45,000), as adjusted, or

(2) One hundred percent (100%) of the “compensation,” as defined in this

Section, of such Participant received during the Plan Year.

(b) For purposes of this ¶ 5.8 and subject to IRC § 415(h), all defined contribution plans of each Employer are to be treated as a single defined contribution plan.

(c) If the annual addition for a Participant under the Retirement Plan, determined without regard to the limitation of paragraph (a), would have been greater than the annual addition for such Participant as limited by paragraph (a), then the excess, if due to a reasonable error in estimating compensation or such other circumstances as found by the Secretary of the Treasury to justify application of this paragraph, shall be reduced, to the extent necessary to satisfy such limitation by holding the excess unallocated in a suspense account and using it to reduce Employer Contributions in subsequent Plan Years. However, to the extent that holding Employer Contributions in suspense is not permitted or will not correct an excess under paragraph (a), then a corrective distribution of Employee Contributions shall be made.

(d) For purposes of this ¶ 5.8, “annual addition” means the annual addition as defined in IRC § 415(c) and as modified in IRC § 415(l)(1) and 419A(d)(2). In general, IRC § 415(c) defines the annual addition as the sum of the following amounts credited to a Participant’s Accounts for the limitation year under the Retirement Plan and any other qualified defined contribution plan maintained by an Employer:

(1) Employer contributions,

(2) Employee contributions, and

(3) forfeitures, if any, allocated to a Participant’s Account.

(e) For purposes of this ¶ 5.8, the following types of contributions are not Employer contributions and are not “annual additions”:

(1) The restoration of an Employee’s accrual benefit, or any other restoration, by the Employer in accordance with IRC § 411(a)(3)(D)or IRC § 411(a)(7)(C) will not be considered an annual addition for the limitation year in which the restoration occurs.

(2) The transfer of funds from one qualified plan to another will not be considered an annual addition for the limitation year in which the transfer occurs.

(f) For purposes of this ¶ 5.8, the following types of contributions are not treated as Employee contributions and are not “annual additions”:

(1) Rollover contributions (as defined in IRC §§ 402(c), 403(a)(4), 408(d)(3) and 457(e)(16)

(2) Repayments of amounts described in IRC § 411(a)(7)(B)

(3) The direct transfer of employee contributions from one qualified plan to another

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(g) For purposes of this ¶ 5.8, “compensation” means compensation as defined in IRC § 415(c)(3), as determined by the Plan Administrator consistent with the regulations under that Code section. In general, IRC § 415(c)(3) defines compensation as all of a Participant’s wages as defined in IRC § 3401(a) for the purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in IRC § 3401(a)(2)), provided, however, compensation shall also include the amount of any elective deferrals, as defined in IRC § 402(g)(3), and any amount contributed or deferred by the Employer at election of the Employee and which is not includible in the gross income of the Employee by reason of IRC § 125, 132(f), or 457. “Compensation” for purposes of this Section shall not include any picked-up Employee Contributions to this Plan.

A Corrective Distribution includes (but is not limited to) a corrective disbursement under [Treasury Reg. § 1 415-6(b)(6) or IRS Rev. Proc. 92-93.]

5.8.1. Corrective Distributions

The amounts corrected by a Corrective Distribution are disregarded for all purposes of the Retirement Plan, except as otherwise expressly provided by the Retirement Plan. A Corrective Distribution cannot be counted as a required minimum distribution under IRC § 401(a)(9). A Corrective Distribution is not an Eligible Rollover Distribution

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6. Investments and Investment direction

6.1. Participant’s duty of investment direction

Each Participant and, when applicable, each Beneficiary or Alternate Payee, shall, subject to the requirements of applicable Investment Law and any procedures established by the DSP, with the approval of the Plan Administrator, direct the investment of his Account(s) under the Retirement Plan. Accounts may only be invested in those Investment Options offered by the DSP.

6.2. Procedure for giving investment direction

The Participant, Beneficiary, or Alternate Payee must give his/her investment direction according to the provisions of the Retirement Plan, including any procedure or Applicable Form required by the DSP with the approval…